The Curious Case of Benjamin Button is, at first glance, a unique entry in director David Fincher’s filmography. It’s an epic romance of sorts; a sweeping love story told through the ages, one which would appear to be at odds with what many view as a cold and cynical worldview that permeates Fincher’s other films like Se7en, Fight Club, or Zodiac. But upon further inspection, The Curious Case of Benjamin Button fits right in with the rest of Fincher’s darker films, as it’s really the story of a man whose entire life is surrounded by the reminder of death.

Benjamin Button hit theaters on December 25, 2008—almost exactly a decade ago—and was the biggest hit of Fincher’s career until Gone Girl, grossing over $330 million worldwide. It received mostly positive reviews and was nominated for 13 Oscars, winning three for Art Direction, Makeup, and Visual Effects. It almost certainly paved the way for Fincher to next make The Social Network, another successful Oscar-winning film, but actually creating The Curious Case of Benjamin Button was arduous, and the road to getting the film off the ground in the first place was a decades-long journey.

The Curious Case of Benjamin Button itself is based on a short story in an F. Scott Fitzgerald book published in 1922, and the central premise caught Hollywood’s attention in the late 1980s: the story of a man born old who ages backwards and dies young.

The first director attached to the project was Frank Oz, with Martin Short attached to star. But after working on the script for a few months for Universal Pictures, Oz left the project. He couldn’t quite crack how to turn this short story into a compelling drama, as the central premise lacked significant conflict.

So Universal’s president of production at the time, Casey Silver, next turned to screenwriter Robin Swicord, asking her to attempt an adaptation. She turned in a first draft in January 1990 and her contribution was so substantial that on the finished iteration of the film directed by Fincher, Swicord received a “Story by” co-credit. Producer Kathleen Kennedy says in the documentary The Curious Birth of Benjamin Button, included on the Criterion Blu-ray of the film, that credit is due to Swicord for cracking the thematic heart of the adaptation:

“I think Robin deserves an incredible amount of credit for taking this short story and reinterpreting the thematic ideas behind what it means for a man to age backwards and what that new perception on life might be.”

Once Swicord wrote her draft, Universal approached Steven Spielberg about directing the film with Kennedy producing. As she explains, they had a major movie star eyed for the lead role:

“Steven gave the project very serious consideration for about a year. We did some read-throughs with actors, Tom Cruise was somebody that we were very serious about and he came over to Steven’s house for a read-through with several other actors. And then in the course of that year we were also working on Schindler’s List and Jurassic Park, obviously two very different but two very big projects. Steven ultimately decided he was gonna do those two projects back to back so he stepped away, then for a year or two it languished. Right around 1991, 1992, Frank [Marshall] and I segwayed out of running Amblin and formed our own company and we set up a new deal at Paramount, and this was the first project under our new banner of Kennedy/Marshall that we set up.”

So Kennedy and Marshall set about trying to find a new director for Benjamin Button, and meanwhile producer Josh Donnen took an interest in Fincher’s earlier work and decided to send him the Swicord script. Fincher explains his first contact with the script on the Benjamin Button Blu-ray:

“The first time I read the script, I think it had been floating around for a couple years. I think Spielberg had abandoned it at that time, Tom Cruise had abandoned it, and Josh Donnen took an interest in some of the early stuff that I’d done and sent it to me. I don’t know if it was like a taste barometer but it came highly, highly recommended… It was written by Robin Swicord and it was a beautiful script, but it sort of hinged on the audience’s affinity for and knowledge of jazz, which as a betting man in Hollywood that’s not really something I’m willing to put it all down on (laughs). So I appreciated it, I thought it was moving and beautiful, but it wasn’t the kind of thing that I said, ‘Before you die [you must make this movie]’, I just thought someone will do really well with this if they can ever figure out how to do it.”

The stumbling block was how to convincingly age the central protagonist. When Fincher was approached early on, he says they spoke with makeup effects artists like Stan Winston, but the amount of makeup needed to transform the actor would result in a massive—and cost prohibitive—shooting schedule. The other idea at the time, to make the film with five or six different actors playing the lead role, also was not ideal.

Kenney and Marshall kept trying to get the film made throughout the 1990s, with Swicord continuing to do revisions on the screenplay. In 1995, Polish filmmaker Agnieszka Holland (Europa, Europa) became attached to direct before departing only three months later. Then in 1998, Ron Howard signed on to direct fresh off the Oscar-winning success of Apollo 13 two years earlier. Swicord continued to hone the script while John Travolta was eyed to star, but Howard also ultimately left.

In March 2000, fresh off the immense critical success of his feature debut Being John Malkovich, Spike Jonze was hired to direct the adaptation. As Kennedy explains, Jonze’s take was much different:

“That was a radically different movie. That was much quirkier. I would throw it into sort of the Coen Bothers sensibility. More of a quirky comedy.”

The summer after Jonze was hired, Eric Roth—the Oscar-winning screenwriter behind Forrest Gump—was tasked with taking a crack at the script, taking over for Swicord. Shortly after Roth came on, Jonze left the project. This was also around the time the project came back into Fincher’s purview, as he explains:

“[Spike] talked about making it a much more intimate movie. I think it was at that moment in time that Sherry Lansing, who was running Paramount, hired Eric Roth. I don’t think it was against Spike’s wishes, but I’m not so sure he was involved in the decision at all, and I think he felt like he couldn’t be involved in something that he wasn’t charting the course of. I remember we had lunch and I said to him, ‘You know, Eric Roth’s talented. Before you give this up you may wanna wait until you read the script.’”

When Roth came in, he did his due diligence and tried to find out why Fitzgerald wrote the short story in the first place, to see if there was more thematically he could dig into. As he explains, he found the results underwhelming:

“To me the idea of this guy aging backwards was a lovely conceit. Other than that, the storytelling was not, to me, as interesting. Not to knock Fitzgerald, it was kinda spoofy and I felt there might be something a little more you could take away from it than that.”

Fincher got a call to come in and meet with Roth, Kennedy, and Marshall to talk about potentially directing the film again after Jonze left the project. After agreeing to push the issue of how, technologically, the movie could be made aside, the group then simply discussed life. Fincher describes it as the ideal Hollywood meeting: