'Dallas Buyers Club' Director Wasn't Sold on Matthew McConaughey

Jennifer Garner With Matthew McConaughey

“Nobody else could’ve played Ron — it was almost other people, but it had to be a Texan with a larger-than-life heart and life force,” says Jennifer Garner, with McConaughey on the New Orleans set. “My character is intrigued and annoyed, kind of turned on and hating everything about him.”

Brad Pitt and Ryan Gosling came and went as financing woes and worries about the appeal of an AIDS movie abounded. Then Jean-Marc Vallee met the star, who began losing weight for the role before the deal was done: "I wasn't sure at first. Mr. The Most Handsome Man With Muscles?"

This story first appeared in the Nov. 15 issue of The Hollywood Reporter magazine.

Before the title even flashes on the screen, director Jean-Marc Vallee, 50, makes it startlingly clear that Dallas Buyers Club is not a film for fans of the Matthew McConaughey we know. A gaunt McConaughey, 40 pounds shy of his normal weight, appears in a rodeo pen, having sleazy sex with skanky women while getting off on the sight of a guy in the ring getting kicked by a bull, as the soundtrack swells with sexual grunts, bull-panting and a sinister buzzing noise. Vallee says he meant to send the audience a message: "Prepare to have a wild bull ride!"

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The Focus Features movie stars McConaughey, 44, as the foul-mouthed, homophobic Texas electrician Ron Woodroof, a charismatic lover of sex, drugs and rodeo who was diagnosed as HIV-positive in 1985. It was the early days of the AIDS epidemic, when the disease still was an inevitable death knell, but Woodroof refused to go quietly. Instead, he challenged his doctors -- and conventional medical wisdom -- hunting alternative remedies in Mexico and Japan, then smuggling non-FDA-approved drugs back to Dallas, eluding authorities by selling them to fellow AIDS patients he called "a buyers club" instead of customers. "He's like Schindler, and McMurphy in Cuckoo's Nest," says Vallee. Adds McConaughey, "He's like a Scarface who becomes a crusader unbeknown to himself."

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For everyone involved, Dallas Buyers Club was the ride of a lifetime, a movie 20 years in the making that came together against all odds -- thanks to Focus Features then-CEO James Schamus, who bought it as his last great art-film bet in April 2013 before being deposed in October. "We all had to row against the current in gale force winds," says producer Robbie Brenner, whose day job is serving as Relativity's president of production. By chance, the film's delays wound up perfectly timing it to cash in on McConaughey's recent transformation from lightweight rom-com heartbreaker to critical and commercial hitmaker in Steven Soderbergh's Magic Mike and the indie mystery Mud. Already catapulted from disdain to acclaim, McConaughey could wind up at the Oscars alongside Jared Leto, 41, who plays his HIV-positive transsexual best friend, Rayon.

"Matthew was a tinderbox," says Jennifer Garner, 41, who plays Woodroof's half-appalled doctor. "He gave an even wilder performance in takes that didn't appear onscreen." Adds McConaughey of the $4.75 million-budgeted project, shot on the fly in 25 days in 2012: "I was riding a new way of making a film. There were no lights, one camera, 15-minute takes. There was no, 'Let's discuss this scene, get all the producers here, let's powwow.' We'd just do it. Boom!" Notes Garner, "I've never shot a film this fast."

But the film's development was excruciatingly slow. "A friend sent me an article about Ron in 1992, and I thought his story would make a great movie -- my first," says writer Craig Borten. "I phoned [Ron], and he said, 'Be here tomorrow.' " Borten recorded 20-plus hours of interviews with him shortly before the cowboy electrician turned activist died of AIDS at 42 in September 1992, seven years after doctors predicted that he would die in weeks. "I wrote 10 different scripts, and it got optioned four times," says Borten. During the mid-'90s, Dennis Hopper was attached to direct Woody Harrelson as Woodroof, but nobody would greenlight it.

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In 1996, Brenner first read a DBC script but didn't sign on as producer until 2001. (Rachel Winter came aboard to produce in 2009.) "I knew Marc Forster from NYU film school," says Brenner. "He'd just made Monster's Ball. I set it up at Universal with Brad Pitt." But still nobody wanted to go for a film about two guys who die of AIDS, no matter how inspiring their story. "Marc went on to Finding Neverland, Brad fell off," says Brenner. In 2008, Craig Gillespie was set to direct Ryan Gosling. Such writers as Guillermo Arriaga and Stephen Belber came and went. So did Gillespie and Gosling (and, in 2011 to 2012, Gael Garcia Bernal in the role Leto ultimately took and Hilary Swank in Garner's).

"It got rejected 87 times," says Brenner. "They said: 'AIDS isn't hot-button anymore. It's period. Script's great, but it's been around too long.' "

Brenner had a previous project with Vallee fall through after DBC rights reverted from Universal to Borten and co-writer Melisa Wallack in 2009, and she showed Vallee the script. "Why didn't you show me that one first?" asked Vallee. But he balked at McConaughey as star.

"I wasn't sure about Matthew at first," says Vallee. "Mr. The Most Handsome Man With Muscles? Then I met him and found a man who really wanted to change perceptions and have new challenges in his career." McConaughey hadn't yet revived his sagging, rom-com beefcake reputation, and he was hungry.

"We worked on the script for a year, and last summer we were ready to go," says Vallee. "We wanted $8 million for a 40-day shoot. But the financiers got scared." Says Brenner: "Six weeks from shooting, they pulled out. Rachel called me from New Orleans literally crying, 'Robbie, I'm so sorry, we have to close the doors.' I called Matthew's agent and said, 'The financing just fell through, Matthew's lost 40 pounds, can we push the movie [to spring]?' " Alas, McConaughey had a movie commitment in January. "It's now or never," Brenner was told.

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"Every day we were on the phone," she continues. "[Producer] Cassian Elwes came in at the eleventh hour, and CAA [repping McConaughey] was very, very helpful. Cassian got Nicolas Chartier at Voltage Pictures to take the rest of the foreign [distribution]." The Texans at Truth Entertainment, an ambitious new Hollywood player brought in by Elwes, were the last-minute game-changers who have claimed they paid the first DBC bills with an AmEx card even before contracts were signed.

Equally crucial was relentlessly dieting star McConaughey, as stubborn a Texan as Woodroof himself. "A week before shooting, we still didn't have the check yet," says Vallee. "I called Matthew." Says McConaughey, "He said, 'We start next Tuesday; I'll be in New Orleans if you will.' I said: 'I'm there. Let's just go do it.' "

Even though the guys from Texas delivered $780,000 of last-minute financing, the shoot still was a bare-bones affair: A strip-club scene was lit by 150 candles instead of pricey movie lights; when a fluorescent light broke in another scene, they replaced it at Home Depot; "when the cameraman wanted a higher-angle shot, he put lifts in his shoes," says Brenner.

About three weeks before shooting, Leto and Garner arrived. Both almost turned the parts down: Leto because his last film, 2009's Mr. Nobody, was a heartbreaking experience (it finally opened on Nov. 1); Garner because "the script was more sentimental than the finished film is." She got Vallee to omit a bit about a red dress Woodroof gives her that she wears again at his funeral, feeling that it suggested emotions between them that rang false.

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Some worried that McConaughey, weakened and skinny, might fall on a trailer stairway, but it was Leto who really scared several colleagues. "Matthew had been dieting for weeks, but Jared got there and almost quit eating," says Garner. "Jared said he woke up at midnight and his heart was pounding so hard because he hadn't eaten that he didn't know what was gonna happen," says Brenner. "An insane, crazy feeling."

When the long-delayed shoot actually began and the scenes came to life, the frustrated Vallee only half-jokes that he wanted to die. "The first week, I said, 'I'm going to commit suicide, I'm directing a stupid, big and bold film,' " says Vallee. He was after a sense of stillness, and McConaughey was giving him larger-than-life, huge moves on camera -- as was Leto. "I wanted stillness, and Matthew's into movement. I'm 'less is more,' and they were 'more is more.' "

But when he got into the editing room, Vallee had a revelation. "They were f---ing right! I found the balance, so 'more is more' doesn't look stupid and too much. And Matthew told me, 'Jean-Marc, Texas is movement.' He was my Texas 101 class teacher."

Says McConaughey of Vallee, "He had a very anarchic spirit." He cites a couple of examples: "When Ron has a lotta sex when he has HIV, that could've been a heavily dramatic scene. But it ends up being funny because he cuts to the people listening. Same with the Ron masturbating scene. He could've been cryin' for his life in that scene, but he goes from [female pinups] to the Marc Bolan pinup Rayon put there." The character might not be a total homophobe by this point, but a gay pinup still kills his mood. "Jean-Marc's comedy is organic -- it doesn't undercut the seriousness."

The surprising humor of Dallas Buyers Club might be its truest tribute to Ron Woodroof. "Ron was really funny," says Borten. Adds McConaughey: "You gotta go with blasts of humor. Movies that may be good medicine can be no fun. Hopefully we got one that's good medicine -- and fun."