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The Uncensored Oral History of 'The Hangover'

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With the third installment out May 24, director Todd Phillips, Bradley Cooper and the execs behind the biggest R-rated comedy franchise in history tell all about Lindsay Lohan's meeting, Mel Gibson's ill-fated cameo and how they tricked the baby's mom. Plus: Who made $70 million?

This story first appeared in the May 10 issue of The Hollywood Reporter magazine.

It was called What Happens in Vegas. In 2007, screenwriters Jon Lucas and Scott Moore came up with a novel pitch: a bachelor party comedy that would play out as a mystery, with increasingly bizarre reveals leading to the location of the missing groom. New Line Cinema executives loved the idea but were dead set on that title and couldn’t secure rights, so they passed. Others weren’t interested. But Lucas and Moore wrote the script anyway and slipped it to fellow CAA client Todd Phillips. At the time, Phillips’ Starsky & Hutch and School for Scoundrels recently had disappointed, and he had left Borat during shooting because of creative differences. Fortunately, he still had an overall deal at Warner Bros., which in October 2007 snapped up the script — now titled The Hangover. What followed is the most successful R-rated comedy franchise of all time. The first Hangover, made for only about $35 million with barely-known stars Bradley Cooper, Ed Helms and Zach Galifianakis, shocked Hollywood by grossing $467.5 million worldwide in 2009. Its 2011 sequel outgrossed the original with $586.8 million. The third and final installment — which ditches the blacked-out mystery concept and adds Melissa McCarthy as a love interest for Galifianakis — hits U.S. theaters May 24. To coincide with the final film, The Hollywood Reporter invited Phillips and his three lead actors to sit down together for a candid (and often raunchy) discussion. THR then reached out to others intimately involved — from Warners film studio head Jeff Robinov to retired boxer Mike Tyson — for their personal stories. What follows is an edited oral history of one of Hollywood’s most improbable success stories.

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THE BEGINNING

TODD PHILLIPS: I was sort of doing this other project at Warner Bros., possibly with Jack Black, and Jack pulled out of it. I took this spec script [for The Hangover] and thought, "This is a really interesting idea." I brought it to Jeff Robinov at Warner Bros. and said: "Look, here's this movie. We're going to rewrite it." The thing that was there was that these guys lost the groom and couldn't remember what they did. That was all there.

BRADLEY COOPER: The characters were different in the original script. I was a used-car salesman. There wasn't a Mr. Chow. I mean, Todd created everything.

PHILLIPS: No Tyson, baby or tiger. And there was no cop car. [Co-writer] Jeremy Garelick and I sat down in my house and just started writing. We kind of went backward, like, what would be the craziest thing you could wake up to? A tiger? Well, why would a tiger be there? Siegfried & Roy? Nah, that feels typical. Oh, you know what's funny? Mike Tyson. I once read he has tigers. They stole it from Mike Tyson.

Once the script was finished, Helms, co-starring on NBC's The Office, first was cast as everyman dentist Stu. The other roles were more difficult. After Paul Rudd and Jack Black (among others) passed, Phillips focused on lesser-known actors. But without stars, Warner Bros. and co-financier Legendary Pictures insisted that the film's mid-$40 million budget be trimmed and Phillips' $6.5 million directing fee be cut in half (with the rest paid only if the movie was a success). Phillips' CAA agent Todd Feldman and attorney Warren Dern came back with a different proposal: The director would forgo his fee almost entirely in exchange for what sources say is a 16 percent stake in the film. Warners agreed, and the arrangement ultimately would earn Phillips nearly $70 million from the first Hangover.

COOPER: I had heard that Ed Helms had one of the three roles. I auditioned for Starsky & Hutch with Vince Vaughn years earlier, and I remember thinking Todd was the coolest guy in the world. Then I sat down [for a meeting at Chateau Marmont], and he was very nice and cool as hell with the sunglasses. So I actually thought there's no way in hell I'd get this role because he's sort of the alpha, really cool guy. But we both love movies. There Will Be Blood was coming out soon, so we exchanged e-mails and went to see There Will Be Blood together at Paramount. And then that was it -- I didn't hear from him. I remember checking in, and they said, "Yeah, budgetary problems; they're going to need a name."

PHILLIPS: When we were writing, we did have [other actors] in mind. Quite honestly, we were writing the brother-in-law as a younger brother they had to take along with them -- like a Jonah Hill character instead of Zach [Jake Gyllenhaal also was considered]. Then we thought it'd be so much more awkward if it was an older brother who's still at home. [Thomas Haden Church was strongly considered.] I've always been a huge fan of Zach [as a comedian and actor], but Zach didn't want to come out and meet with me.

ZACH GALIFIANAKIS: That's not true! I was in Canada, and I flew down for an audition, and I was like, "This is going to be a waste of money because I'm not good at auditions."

PHILLIPS: He's really not. (Laughs.) But Warners wanted to see him audition. In all fairness, they didn't really know him then.

JEFF ROBINOV: You're always a little bit nervous about the cast. [Going with Phillips' preferred choices] just meant you put a little more budget pressure on what we can spend on the movie.

PHILLIPS: I presented a number for the budget, and they did not want to make that version of the movie with this group of guys. I said, "Tell me the number that I can just go and make a movie, and we'll see you at the premiere."

COOPER: I'm doing a play in Williamstown [Mass.], trying to figure out what the f-- I'm going to do with my life. And I'm sitting there in the apartment in between matinees, and I get a text [from Phillips]: "Are we going to f--ing do this?" I was like: "I haven't heard from you in f--ing four months! Are you serious?" You were like, "Yeah, we're going to make The Hangover."

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THE SHOOT

Two months of filming in fall 2008 took place in Los Angeles and Las Vegas, where most of the film is set. The schedule was complicated by Helms' obligation to The Office.

ED HELMS: Just trying to close my deal was such a nightmare because NBC was in first position with my schedule. We got a really nice verbal commitment from [showrunner] Greg Daniels to cross-board all of my scenes into two days a week. I had to agree to charter my own flights, these little tiny jets, which I paid for. I'd go from Vegas to Van Nuys Airport at 4 in the morning because we were doing shoots all night, then I'd land in Van Nuys, drive to the set and shoot all day on The Office, completely Red Bull-ed out of my brain.

GREG DANIELS: There was no sleep in the schedule. He was exhausted.

Three key roles remained to be cast: the ill-fated groom Doug, the stripper who would marry Helms' character and the trash-talking Asian gangster Mr. Chow.

JUSTIN BARTHA: I had known Todd since I was in college. I had been friends with him and actually lived with him at one point. He produced a show with me that we did as an MTV pilot [The Dustin and Justin Show, a satirical take on an entertainment magazine show] when I was 21. I randomly ran into Todd at an Italian place in West Hollywood called Orso, and he said he'd been trying to get a hold of me. We put a tape together because Robinov had to see everything.

PHILLIPS: I did meet with Lindsay Lohan a little bit [before casting Heather Graham], and we talked. Honestly, it felt like she ended up being too young for what we were talking about. People love to attack her for everything, like: "Ha, she didn't see how great The Hangover was going to be. She turned it down." She didn't turn it down. She loved the script, actually. It really was an age thing.

HEATHER GRAHAM: I found the character to be complex. Even though she's a stripper, I loved that she's also this genuine, emotional person. She met Stu and fell in love with him.

PHILLIPS: My first exposure to Ken Jeong was his YouTube videos with Mike O'Connell. The Mr. Chow character that we wrote was always supposed to be a 60-year-old Asian guy, and I kind of resisted bringing in Ken for it. He came into my office, and we did this read-through, and Ken just lost his mind. The whole place was, "What the f-- is going on in there?"

KEN JEONG: One of my friends was actually auditioning for another part, and he happened to be in that same casting room. He was like, "Man, it sounds like you're the Tasmanian devil."

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A key character in Phillips' revised script was Mike Tyson, the notorious retired boxer who had been convicted of rape during the early 1990s. Phillips approached Tyson's manager about the role.

PHILLIPS: At that time, Mike was sort of struggling. He's the first to admit he was still struggling with drugs while we were filming that movie, although I didn't know that at the time.

MIKE TYSON: Somebody had told me something about a movie, but I wasn't coherent as to what he was talking about. They made it sound like it was low-budget, not a serious movie.

BARTHA: Before we started shooting, we were in Vegas, and we went to some cheesy club in Caesars Palace. Zach and I were like, "Let's go out to Nick Cannon's birthday party [at the club]." Mike Tyson was there, and I was like: "Oh my God. This is our chance." We were going to work with him.

TYSON: I didn't know who they were. But I noticed one of the Mary-Kate sisters. [Bartha was dating Ashley Olsen.]

BARTHA: I remember going up to him and just hugging him. It was the most surreal experience.

TYSON: They said, "We're going to be shooting a movie with you in two weeks." I didn't even know. I said, "Really?!," and I started drinking with them. I was a little wasted at the time. I still didn't understand the movie until like a week and a half later, when I was on set with these guys.