Gina Gershon and Jennifer Tilly aren’t fans of watching themselves on screen — but they’ll make an exception for their 1996 film, Bound.

The Matrix masterminds the Wachowskis made their directorial debut with this noir about two women — femme fatale Violet (Jennifer Tilly) and ex-con Corky (Gina Gershon) — who fall in love and team up to steal $2 million from Violet’s mobster boyfriend, Caesar (Joe Pantoliano).

Bound only made $3.8 million domestically upon its release, but it quickly became a cult classic in the gay community — long before each of the Wachowskis came out as transgender — and it catapulted the siblings to the highest echelons of directors.

We got Gershon and Tilly back together at Bibo Ergo Sum, a swanky bar with all the art deco vibes befitting these two femme fatales. There, the actresses vamped it up for a photo shoot, including recreating the iconic Sophia Loren-Jayne Mansfield shot, and had the time of their lives reminiscing as they rewatched the movie together. The enduring warmth of their friendship and their outrageous, heartfelt memories left us fit to be tied.

Image zoom Austin Hargrave for EW

In the first scene, Violet and Corky share a sultry glance in an elevator, and a palpable connection is born — in fact, it’s still present today in their offscreen friendship.

Gina Gershon (Corky): My agents didn’t want me to do it. Literally, I was told, “You are ruining your career doing this movie. We will not let you do this movie.” I never get to play the hero and to get the chick. I mean, it’s the typical part that I’ve watched my whole life, and it’s never been a woman. I left my agents over it.

Jennifer Tilly (Violet): I wanted my hair to have a violet sheen, so it’s black but if you see it in the correct light, it’s very dark. I got this nail polish. It had just come out, and I went into Chanel and they said, “Oh, we only have one bottle. We’re saving it [for] somebody, but they were supposed to pick it up yesterday. We’re going to sell it to you.” It was called “Vamp.” All my makeup is like shades of violet, like my lipstick is purple-y.

Gershon: I was coming right off of Showgirls, and I was so ultra femme in that. [I cut] all my nails and my hair off, and I started boxing. I had been dancing for five months, so I was so floaty and I wanted to be in my body more like a boxer…Marlon Brando, Monty Clift, Robert Mitchum. I went to all those guys. There’s a certain quietness. I wanted to be like all the guys I project [my ideas of heroism and masculinity] on to.

Tilly: It was a classic film noir, except instead of the lead being a male, it was Corky. A studio offered the [Wachowskis] a lot more money to make the movie, but they said that they had to make Corky a man.

Gershon: As soon as I met Jen, I thought, “Oh my God, all I have to do is watch her.” She was so amusing and so fun. It’s just so easy to watch her, like her butt and her legs. It made my job easy to kind of objectify her. We liked each other as soon as we met.

Tilly: Once they got the two of us in the room, I thought, “This is a girl that I can really see being in a relationship with.”

Gershon: You’re the really, truly the only real actress I’ve stayed friends with…

Rattled by her attraction to Violet, Corky goes to a lesbian bar to try to pick up a date as a distraction. It fails though, and Corky stews at home alone while playing her Jew’s Harp.

Tilly: This scene here it was all [advisor and feminist sex writer] Susie Bright’s friends. That’s why the bar scene is so authentic — it’s all lesbians.

Gershon: Susie Bright, she was supposed to take me around. The Wachowskis thought it was important that I meet her. She was an authority figure, and [a writer] in the lesbian community. I was really excited to talk to her.

Tilly: I never met her. She was pretty much advising Gina. And the thing is, Gina’s character is a lot more hardcore lesbian than Violet.

Gershon: We [Gershon and Bright] were going to go cruising around San Francisco. When I got there she couldn’t do it, so she pointed me in the right direction to go to certain bars [on my own]. I just went out and felt the vibe and met people. I actually had a really fun night [Laughs]. I’m definitely not talking about what happened. Just that I felt a lot more confident by the time I got back to L.A.

Tilly: She’d come in and she’d be like, “Uh, you know, we need to come up with a new pick-up line. I tried that pick-up line on some chick last night, it didn’t work.”

Gershon: I just thought I’d be inspired. I certainly was inspired with tattoos and stuff. I ended up choosing my own tattoos and where I wanted them and all that stuff.

Tilly: Somebody said, “Oh, you know, females don’t have any sex organs.” [Susie] goes, “Yes we do; it’s called a hand.” So they did do a lot of shots of hands.

Gershon: I really liked the hip [tattoo] that wrapped around my hip and crept up. You saw the top of it coming out of my pants sometimes. I thought that was really sexy. I had seen that on some girl at a bar, and I was like, “Oh that’s hot.”

Tilly: That’s also her Jew’s Harp.

Gershon: I’m always trying to get my Jew’s Harp in anything! It was the only movie I’ve ever actually had it in there…I needed something in my hands, and I liked the idea of when she’s thinking about the plan, to have something in my hand.

Image zoom Austin Hargrave for EW

Violet asks Corky, who is at the apartment complex doing plumbing work, to help her fetch an earring she dropped down the sink. It turns out to be a seduction ploy and the two share a steamy first kiss.

Gershon: I’m doing the pipes. I was a little paranoid. I’m definitely not good at any of that stuff, so I just needed to be convincing…I kind of got into it. It’s so dirty and messy, and you’re shoving this thing in the plug. It was fun. I just wanted to look cool, like I knew what I was doing. I liked all the physical activity. It just made me feel like I was doing all the things that I wish I knew in real life. I remember my mom said, “You’re a really good actress.” I asked, “Why?” She said, “Because I believed the plumbing stuff.”

Tilly: Look at this, we’re like equals. You know I’m full of s–t; I know that you know I’m full of s–t. We both know what you’re here for.

Gershon: Look at your body. Honestly, whenever I wasn’t sure of what I was doing I would just stare at your chest.

Tilly: Method actor. [Laughs] The Wachowskis wanted [an] extreme close-up of our lips. We finished shooting the scene, and the Wachowskis had to get a special camera that cost an extra $10,000. The dailies were coming in looking so good, [producer Dino De Laurentiis] finally got [it for them]. So, we went back and shot that — just a close up on our lips. We were a little nervous. I remember Gina was like, “The camera’s going to look up my nose!” But it’s such a beautiful shot.

Gershon: I’m so comfortable feeling your boobs.

Tilly: This scene where I take her finger — I just thought, “Oh, [I’ll] put it in my mouth!” I improvised that. She’s like, “Oh, where’s this finger going? Oh, it’s not going south, it’s going north. Ok, now it’s going south.”

Later that night, Violet comes to Corky’s truck to apologize for all the things she “didn’t do” to Corky that afternoon, and they kiss again.

Gershon: “I hate women who apologize for sex” — That’s a truthful line. I do hate women who apologize for sex. Why should they be like, “Oh my God, I’m sorry I really like this.” I thought it was a very smart line, because it was truthful, you know?

Tilly: [Of all our romantic scenes together, we filmed this kissing scene first.] I had never kissed a girl before, onscreen or off. And I was a little bit nervous.

Gershon: I brought her tequila and chocolate before our first scene that we were fooling around.

Tilly: I was in my trailer like “an actress prepares,” and I hear, “Knock-knock, I got tequila and chocolate.”

Gershon: I said, “Here’s your preparation.”

Tilly: We actually had to reshoot that scene, but they said, “Not because you girls were drinking.” There was a problem with the camera work.

Image zoom Austin Hargrave for EW

They go back to Corky’s apartment and have sex.

Tilly: A lot of times, as a young actress in Hollywood, you read the love scene, and it seems like the writer is just getting himself off. Like writing three pages of porn. When you’re reading this, it was very matter of fact.

Gershon: [The Wachowskis] knew every angle, every cut. They came from doing graphic novels so they really had it in their heads.

Tilly: They didn’t want it to be a man’s version. There’s a male version of what lesbians are, and you see it in the soft-core porn movies all the time. They really wanted to get it right. They wanted to be very respectful of the lesbian community. They wanted it to be very, very authentic and raw, not pornographic. Although it was pornographic because we’re hot. [Laughs]

Gershon: It was like the four of us having sex. It was like: “Foot! Wall! Head!” It was so choreographed. The camera [is] moving around, and you have one wall go up, another wall went down.

Tilly: They wanted to do it in one long continuous shot. They had guys pulling at the walls. It was like a ballet between the Wachowskis, the crew, [and us]. [They’d be] yelling through the megaphone, “Breast!” and then we knew the breast was in frame.

Gershon: I knew I had to curl [my toes] on cue. I think it could have been a little bit more connected to an orgasm or to a sexual feeling. I felt it was more a mechanical thing. [But] it was very fluid. No pun intended.

Tilly: Gina is like the coolest person to ever do a love scene with. She was playful. I would be like, “Can you put your hand here so my cellulite doesn’t show? Can you prop my breast to make it look a little more plump?”

Gershon: In between takes, we’d talk about shoe [shopping], and we were laughing so hard.

Tilly: Gina had weights on the set, so before a scene she would work out [with] weights to make her muscles [bigger].

Gershon: Every guy actor I’ve ever seen on set does pushups and stuff if he doesn’t have his shirt on. I was like, “Oh this is what the dudes do, so this is what I’m going to do,” because it kind of pumps your arms up. It’s all very macho too. You know Corky had a lot of armor on, she was very protective of herself. The more I could feel that, the better I felt as Corky.

Tilly: We had a lot of problems. We almost got a NC-17.

Gershon: There was one take that all four of us were like, “That’s the one.” It was like a real love scene. You didn’t see a boob. You didn’t see anything; it was all suggested. It really played on our face more than anything.

Tilly: You can see my fingers on her crotch. You see nothing; you see a hand!

Gershon: It was the emotionality.

Tilly: [The rating board] said, “It looks like they’re really doing it.” And the [Wachowskis] go, “Let me get this straight. If the girls weren’t such good actresses, you wouldn’t have a problem?” They were embarrassed, and they said, “Yes.”

Gershon: God forbid we have these two women actually in love. We had to go with the “f—ing” scene. In the “f—ing” scene, they were really going at it, and it wasn’t as emotional. They were okay with that, which is bulls–t.

Tilly: The Wachowskis said, “It’s homophobia, pure and simple.” The shot that we used was so much more elegant. This one’s a lot more graphic. They sprayed more sweat on us. In the last part of the scene, my boob accidentally fell into frame, like, “I want to be on camera too!”

Image zoom Everett Collection

After making a connection, Violet floats the idea of stealing $2 million from her mobster boyfriend Caesar (Joe Pantoliano), which he has left drying all over the apartment after a job gone wrong doused the money in blood. The scene cuts between Violet and Corky as they plot and the action of their plan unfolding in real time.

Tilly: There was a scene where Corky’s putting in all her little burglar tools [in her ears], and they intercut it with me putting on my lipstick and my mascara. The Wachowskis said, “Those are your tools. Those are Violet’s tools and [those are] Corky’s tools. This is how Corky gets by, by stealing, and this is how Violet gets by, by painting her face.”…Afterwards, they sold all the stuff. You go over to Joey’s house, and it’s like the set. He even bought the wallpaper and put it in the hallways.

Image zoom Austin Hargrave for EW

Violet convinces Caesar that fellow mobster Johnnie (Christopher Meloni) stole the $2 million, leading to a sudden bloodbath in their apartment, as he kills both Johnnie and mob boss Gino (Richard C. Sarafian).

Tilly: There was also another shot that they wanted — when the head of the mafia gets shot, they said they wanted him to fall like a mighty oak in the forest. The stunt person said, “Nobody can fall that way, it’s too dangerous.” They had to get another $20,000 dollars from Dino De Laurentiis. They created this machine that was like a lever. So, they put him on the machine and then the lever went backward so when he falls, he falls straight back…Christopher Meloni and everyone, they’re shooting [the place] up, the [Wachowskis] wanted me to duck behind the bar. And I thought, “Oh, here’s where she can show ice water doesn’t run in [her] veins.” So I was going to do a thing like, “Oh she’s remembering when she was three and her mother shot her dad.” I thought This is a really good time for me to lose it. Like, “Oh my God, oh my God!” And they peak behind the bar, and they go, “What the f–k? Jennifer, what are you doing?” And I’m like, “Oh, I feel like I should be very upset here!” And they go, “No. Everything’s going according to plan. You planned it. You’re waiting for it to be over so you can move on to the next step of your plan.”

After Caesar murders his associates, including a mob boss, he realizes Violet has two-timed him and finds Corky next door. They fight; he ties Corky up and dumps her in the closet. But eventually, in the most metaphorical shot, she busts out, and the trio face-off in a final showdown, which Violet ends by shooting Caesar in cold blood.

Tilly: You’ve got to really adore your costar and have a good relationship and a trusting relationship because it’s a really violent scene…[Gina] sprained her wrist or finger or something like that. But you got to go for broke. You can’t be precious, you know? You’re doing fight scenes. You kind of have to go for it.

Gershon: I definitely got whacked, and it hurt, but it was an annoying thing because I was just like, “I just need some ice.” But then there’s all this brouhaha on the set with insurance. They’re like, “Oh no, you have to go check it at the hospital.” I didn’t want to leave the set. It definitely hurt, but it would have been fine with ice. I didn’t need stitches or anything. I guess they needed to check that I didn’t break anything, which I didn’t. I just felt really guilty having to leave the set, and I was like, “We don’t have time for me to leave the set right now.” You’re bound to get a little bruised here and there. Not a big deal.

Tilly: Oh! She explodes out of the closet!

Gershon: I kick out the closet door. It was symbolic for so many women. The whole idea of coming out of the closet. It was very satisfying and very heartwarming. Many girls have come up and said that it helped them come out. It helped change their lives, and that’s really meaningful.

Tilly: [The moment where I kill Caesar], they were saying like, “This is a Terminator, ‘I’ll be back’ moment.” Caesar goes, “You don’t want to hurt me. I know you don’t.” And she goes, “Caesar, you don’t know s–t.” They consciously put that in to be like an “I’ll be back” moment and they said, “That’s the Terminator moment when she says that.” It’s also really interesting in terms of some of the underlying themes that men think they know what women want.

Image zoom Austin Hargrave for EW

Violet and Corky’s plot succeeds, and they ride off into the sunset together in the brand new red truck Corky bought with their money. All to the tune of Tom Jones’ “She’s a Lady.”

Tilly: That was my dress. Those are my earrings. That’s my watch. I wore pretty much all my own clothes…After the movie, I gave some of the clothes to my sister. The dress, in the last scene, she shows up wearing it [one time] and I’m like, “You know how many lesbians would love to get their hands on that dress. That’s an artifact! It should be in a museum!” She’s like, “It’s my favorite dress!”

Gershon: I love the end. I get the chick. I get a car. I get the money. You know what I mean? I was like a real hero. It’s not often, especially at that point, that the women get to be heroes. Those are always the guy’s part. I was just psyched. I’m like, “Hey, I got my girl. I’ve got a new car. We’re gonna go off into the sunset.” It was very satisfying.

Tilly: When Gina goes, “Beep-beep” [and we see her new car]. In the audience, everyone laughs. I’m like, “Why is everyone laughing?” And they’re like, “That’s what every guy does when they get some money; they buy a red truck.”

Gershon: I was pushing Sinatra, “The Best Is Yet to Come”. I was hearing that in my head, and I think they were toying with that, but then this is what they went with which was great. I mean you can’t go wrong with Tom Jones.

Tilly: We had to reshoot the last scene too because, when they were driving away, you could see palm trees reflected in the windshield.

Gershon: We always joked about what happens with the sequel. I think they had to split up when the mob was on them, and Violet ends up with some other rich guy at some point. Corky had to leave in order to protect Violet. They struggle, but I think they always come through, you know?

Tilly: Everyone’s positive that they’re so in love, and they’re going to live happily ever after, but I really think in Violet’s nature, she’s a predator. I do not think it’s going to end well. Violet’s in love with Corky, but she’s very damaged and I just don’t think it’s going to be like one of those, “50 years ago, we met cute,” you know?

Gershon: I’m really proud of this movie, probably more than any other film I’ve done. These women are sexy and they’re smart. They outsmart the bad guys. And they’re funny and witty. They were into each other; they didn’t need a man to help them. That was all a combination no one had really seen before. These parts weren’t around a lot.

Tilly: I did have so many girls come up to me — and so many drag queens saying their drag name was Violet. It really made me feel, in a weird way, like I had a responsibility when all these girls would come up to me and say that they came out of the closet and realized they were gay after they saw this film.

Gershon: [When we were making it], I kept thinking, “What do you guys, [the Wachowskis] know about being women? How did you write this thing?” And little did I know, at the time, they were really feeling something. They really were feeling bound up inside. So, it became that the metaphor had a deeper meaning. It wasn’t like, “Oh, aren’t they clever writers.” I thought, “Wow, they were going through this, and the world didn’t know.”