The kernel of what would become 3,000—and then Pretty Woman—isn’t necessarily obvious in the final film, but it’s there: “Wall Street had either come out or was coming out, I had heard about it and the whole issue about the financiers who were destroying companies. I kind of thought about the idea that one of these people would met somebody who was affected by what they were doing,” Lawton remembers. That he happened to be living in Hollywood at the time, in a neighborhood populated by daughters of the Rust Belt who had turned to prostitution, was just a strange coincidence.

Lawton’s original script still contains many of the classic beats and scenes that people remember from the final film, including a trip to the opera, a series of bad shopping experiences, and that fancy dinner with the kind-hearted businessman whose company he is trying to raid. The characters are mostly the same, even Vivian’s best friend Kit, while the character who would become Jason Alexander’s Stuckey is simply known as William. But the tone and ending are completely different, and it’s mostly a relief when Vivian and Edward don’t end up together, even though the story ends on a decidedly down note. 3,000 ends with Kit and Vivian on a bus bound for Disneyland—that the film would eventually be produced by Disney is yet another odd bit to a complicated story—with Kit anticipating a fun day financed by Vivian’s week with Edward, as Vivian “stares out emptily ahead.” That’s it. That’s all.

Basically, it was “dark” and “gritty” before Hollywood even knew they wanted “dark” and “gritty.”

That didn’t stop the industry from loving the script, however, original dark conclusion and all. (Still, even then, Lawton maintains, “There was always a debate about the ending.”) The film was developed at the Sundance Institute and then purchased by producers Arnon Milchan and Steven Reuther, of Vestron; when that company went belly up, the film’s rights, as Lawton puts it, were “upgraded to Disney.”

It ended up being one heck of a fortuitous upgrade, because Disney just so happened to be looking for something darker. Specifically, they were looking for something darker to keep director Garry Marshall at Disney after the success of Beaches, another film with some dark underpinnings. Was 3,000 too dark for Disney? Maybe, but they wanted it anyway.

“There was some debate at the time that they were doing too much fluff and they could only succeed with fluff, so they were very proud of Beaches and they wanted to continue that,” Lawton says. With 3,000, even darker than Beaches, they could hang on to Marshall, whom Lawton says was flirting with the idea of going to another studio. Marshall confirms that he was considering leaving the studio for other endeavors, but he was intrigued by Lawton’s script, which he considered to be well written already, and its story of “a girl who wanted to change her life, and did.”

Lawton says Marshall “insisted” that he be allowed to do two of his own rewrites before they brought someone else on, a move that Marshall attributes to his own background in screenwriting, and his belief that “the original writer’s thoughts are the most important.” But when Lawton rewrote the script with a happy ending, that didn’t satisfy everyone. “I was told by the executives that I had lightened it too much. I think they probably would have replaced me anyway, but the reason they claimed to fire me is that I lightened it too much and they were concerned,” Lawton remembers. “During this whole thing, there was all this whole debate about ‘How do we end it, how do we save her?’ without it feeling like a cop-out.”