David Lean, director of such landmark epics as Lawrence of Arabia and Doctor Zhivago, didn't always make giant movies. His first epic was his twelfth film: The Bridge on the River Kwai, starring Alec Guinness and William Holden as P.O.W.'s working to build and/or destroy a bridge for the Japanese during World War II. The film won seven Oscars, including Best Picture, Best Director, and Best Actor (Guinness), not to mention a handful of Golden Globes, BAFTAs, and even a Grammy nomination for its soundtrack. Put on your marching boots and whistle a jaunty tune as we investigate some behind-the-scenes facts about this enduring war film.

1. ITS OSCAR FOR BEST SCREENPLAY WENT TO SOMEONE WHO DIDN'T WRITE IT.

The process of adapting Pierre Boulle's French-language novel Le Pont de la Riviere Kwai was difficult (more on that later), but the two writers ultimately responsible for it were Carl Foreman (High Noon) and Michael Wilson (A Place in the Sun). Neither of them got credit, though, as The Bridge on the River Kwai was released during the three-year period when people who'd ever been Communists (or who refused to answer questions about it before Congress) were ineligible for Academy Awards. The screenplay was instead credited to the novelist, Boulle—which was quite a feat, since he didn’t speak or read English. (He didn't attend the Oscars, either.) In 1985, the Academy officially recognized Foreman and Wilson as the screenwriters and posthumously awarded the Oscar to them.

2. IT WAS LOOSELY BASED ON REAL EVENTS.

Boulle based his novel, published in 1952, on his own experiences as a prisoner of the Japanese during World War II, and on an infamous construction project that he wasn't involved with. The Japanese did indeed force British, Dutch, Australian, and American prisoners to build the Burma Railway, resulting in some 13,000 POW deaths and at least 80,000 civilian deaths. By the way, the real Kwai River was just a trickle near Burma, where Boulle set his bridge; the actual bridge had been built 200 miles away, near Bangkok. A sketch of that bridge was used as the basis for the fictional one.

3. THE DIRECTOR HAD KATHARINE HEPBURN TO THANK FOR GETTING HIM THE JOB.

David Lean, a British director then in his late forties, had made 11 films, including well-received adaptations of Charles Dickens (Great Expectations, Oliver Twist) and Noel Coward (Blithe Spirit, Brief Encounter). But he'd never made anything on an epic scale, wasn't well known outside of England, and wouldn't have been considered for The Bridge on the River Kwai if it weren't for Katharine Hepburn, the star of his 1955 film Summertime. She recommended Lean to producer Sam Spiegel, who'd been turned down by Fred Zinnemann, William Wyler, and Carol Reed, and offered the directing job to Lean as a last resort.

4. DAVID LEAN NEEDED THE WORK.

Though he'd already earned five Oscar nominations (three for directing, two for adapting the Dickens novels) and would soon be widely celebrated for Kwai, Lawrence of Arabia (1962), and Doctor Zhivago (1965), at this stage, Lean was in trouble. He'd just been through a costly divorce from actress Ann Todd. According to one biographer, he was "broke and needed work; he had even pawned his gold cigarette case." This, plus the fact that he loved to travel, plus the fact that shooting a film in Southeast Asia would be good for him tax-wise, motivated him to accept a project that was bound to be grueling.

5. GETTING THE SCREENPLAY WRITTEN WAS AN ORDEAL.

Spiegel, the producer, bought the film rights to the book (the English version of which was called The Bridge Over the River Kwai) and hired Carl Foreman to write the script. Then he hired Lean to direct—and Lean didn't like Foreman's version. So Spiegel hired another writer, Calder Willingham, to give it a crack. Lean liked that draft even less. Spiegel finally sent Michael Wilson to Ceylon (now Sri Lanka), where Lean was in pre-production, and the two worked together to hammer out the final version. The finished screenplay had significant contributions from both Wilson and Foreman, though each went to his grave insisting he was the more important contributor.

6. IT WAS THE JAPANESE GOVERNMENT THAT EVENTUALLY APPROVED THE SCRIPT.

Spiegel sent the screenplay to the Japanese government ahead of time, hoping to get their cooperation with the production. It worked. Persuaded that the film would be about the horror and folly of war, the Japanese government sent a military adviser to help with the camp scenes. (Spiegel got a British military adviser to help with that side of things, too.)

7. THE HEAD OF COLUMBIA PICTURES FORCED LEAN TO ADD A LOVE SCENE.

Harry Cohn, the vulgar (but successful) man who ran Columbia Pictures at the time, was furious when he read the script and saw no love interest. He insisted that Lean add a scene where Shears, the American played by William Holden, cozies up to a nurse (Ann Sears).

8. CHARLES LAUGHTON WAS TOO UNFIT TO PLAY THE LEAD.

Lean wanted Charles Laughton (who'd starred in his 1954 film Hobson's Choice) to play Colonel Nicholson, the role that ultimately went to Alec Guinness. But Laughton, a fine actor with such credits as The Hunchback of Notre Dame (1939) on his resume, was in poor physical shape—great for playing the corpulent Henry VIII in Young Bess (1953), not so great for playing a British military officer in a prison camp. Lean insisted that Laughton could lose weight before shooting began, but Columbia Pictures' insurance underwriters refused to cover him, saying he was too unhealthy to endure several months on location in the jungles of Ceylon. Laughton would die (of cancer) five years later, at the age of 63.

9. ALEC GUINNESS TURNED IT DOWN TWICE, THEN ALMOST QUIT THE MOMENT HE ARRIVED.

Guinness had appeared in Lean's Dickens films but had since made a name for himself doing goofy comedies like The Lavender Hill Mob (1951). Lean feared Guinness' public persona had changed so much that audiences wouldn't buy him in this very dramatic role, but came around to the idea when the Laughton plan didn't work. Guinness, however, had his own reservations. He didn't like the screenplay because it reduced Nicholson to secondary status. He didn't like the next draft of the screenplay, either, because it made Nicholson "a blinkered character." He also didn't like hearing that he was Lean's second choice for the role, a fact made more awkward when he arrived in Ceylon and Lean greeted him with, "Of course, you know I really wanted Charles Laughton." Wrote Guinness: "I felt like turning around and getting back on the plane and paying my own fare home!" (Lean denied ever wanting Laughton for the role, despite abundant documented evidence to the contrary.)

10. WILLIAM HOLDEN GOT A BETTER DEAL THAN THE DIRECTOR.

Lean wanted Holden, a big star and recent Oscar winner (for Stalag 17), to play American prisoner Major Shears, over the objections of producer Spiegel, who wanted Cary Grant. Once Spiegel relented, he realized Holden was a box office draw and offered him a great deal: $300,000 salary (about $2.5 million in 2016 dollars), plus 10 percent of the gross. Lean only got $150,000 himself, but he always said Holden was worth it.

11. THE JAPANESE COMMANDER HAD BEEN ONE OF HOLLYWOOD'S FIRST MALE SEX SYMBOLS.

Sessue Hayakawa (1889-1973) was a Japanese-born actor who came to Hollywood in the very early days of cinema—his first short, The Typhoon, was made in 1914—and quickly became a matinee idol, playing exotic villains and such. He was a huge star, drawing a weekly salary of $5000 in 1915 (adjusted for inflation: $119,000) and appearing in more than 60 films between 1914 and 1924. His career was hurt by the advent of sound, and then by increasing anti-Japanese sentiment in America. He had basically retired when Lean approached him to play Colonel Saito in Kwai, a performance that earned Hayakawa an Oscar nomination.

12. THE BRIDGE WAS BIG AND EXPENSIVE, BUT NOT AS MUCH AS THEY CLAIMED.

Lean and his production designer, Donald Ashton, were in Ceylon months ahead of time to construct the film's title character (the bridge, not the river). It was 425 feet long, 90 feet high, and cost $52,085 out of the film's $2 million budget. The producer's press release, though—wanting to emphasize that this was a Big Budget Hollywood Picture—claimed the bridge had cost $250,000. As Ashton explained, it was so cheap because "we used local labor and elephants; and the timber was cut nearby."

13. THE MOVIE'S FAMOUS TUNE WAS A WORLD WAR I MARCH THAT HAD NAUGHTY LYRICS.

The “Colonel Bogey March" was composed in 1914 by Kenneth Alford, a military band conductor. During World War II, British soldiers added lyrics to the tune that went approximately along these lines:

Hitler Has only got one ball! Goering Has two but they are small. Himmler Has something sim'lar But poor old Goebbels Has no balls At all.

(There were other verses, too, which treated in more depth the number, location, and status of Hitler's anatomy, but you get the idea.) Lean wanted to use the tune in Kwai, figured those lyrics wouldn't pass the censors (or the approval of the composer's widow), and opted to have the troops whistle it instead. Kwai's composer, Malcolm Arnold, wove the march into his Oscar-winning score so seamlessly that modern viewers may assume it was original to the film.