The Uncensored Oral History of 'The Hangover'

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.

PHOTOS: 'The Hangover Part III': Exclusive Portraits of Bradley Cooper, Zach Galifianakis

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."

PHOTOS: 'Hangover: Part III': Justin Bartha's Instagrams From Set

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."

PHOTO: 'The Hangover Part III' Poster Pitches Zach Galifianakis as Harry Potter

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.

[pagebreak]

Phillips continued to tweak the script during the shoot, sometimes feeding lines between takes.

JEONG: Todd fed me most of those lines. "Tootaloo, mother f--er!" -- that was all him. That wasn't my creation.

PHILLIPS: We wrote [Stu's missing tooth] in the script, and then we were talking about how we were gonna do this. We started talking to these guys who do implanting, and then Ed comes to me and goes: "You know, this isn't real. This tooth is an implant I got when I was 15."

HELMS: I talked to my dentist and he said, "Yeah, we can take it out." He was a champ. He's in the credits. So he took the tooth out, and he had to make a special piece to then screw into the hole so that the gum tissue stays healthy. He made me a flipper with the fake tooth on it that I could take in and out because I was still shooting on The Office. I never told [anyone on the show] because they would lose their minds. So I would show up to work on The Office with this appliance in my mouth, and it really affected my speech. If you watch those episodes, I sound drunk.

PHILLIPS: In the script that Jeremy and I had written, Mr. Chow jumps out of the trunk in his underwear. It was Ken who came to me and said, "I think we should do this naked." I was like, "You don't have to tell me twice!" (Laughs.) Before he finished his sentence, there was a nudity waiver slid under his door at Caesars Palace.

JEONG: Bradley volunteered for me to jump on him. My genitals and Bradley's neck are very good friends. Todd said midway through filming, "Bradley, if this is too uncomfortable for you, let me know." And Bradley said something to the effect of, "Todd, until you brought it up, I really didn't realize how creepy this actually is."

PHILLIPS: When Ken jumped out of the trunk, there was a policeman who said that people were complaining from Mandalay Bay, which was in no way true. He said, "You keep doing it, and we're going to shut you down."

HELMS: Ken is sprinting through an empty lot naked, and the cop says something like: "This is Vegas -- we don't act like that. This is not that kind of town."

COOPER: Behind the cop, as he's saying this, is a billboard of naked women. (Laughs.)

JEONG: With all their boobies hanging out. You can't get more ironic than that.

PHILLIPS: They were going to shut us down, so we built a wall of blackout cloth. It was so ridiculous. [Otherwise], they were so open to us. It was the best place to shoot. When The Hangover came out, there were literally guys who owned casinos who called me, saying, "Hey, thank you for what you did for us this summer." But it wasn't easy for us to get a hotel that would welcome us to shoot in like Caesars did. We had approached a few hotels that were like: "No, no, no. We don't do filming."

COOPER: People did not react to us. That's the one thing about Vegas: They were completely indifferent. We would go in the elevator at 5 in the morning after shooting, and I had huge scratches on my head, full makeup, and they don't give a f--. It was unbelievable.

JEONG: It was a very magical shoot. My wife was going through breast cancer and chemotherapy at the time. [She recovered.] It was part of the reason I was so unhinged in the character; I think I was working out my own demons. Todd and Bradley were the only people who knew. Hangover got me through the most difficult time in my life.

VIDEO: 'The Hangover Part III' Trailer Sends the Boys Back to Vegas

During shooting, the filmmakers also took a series of staged photos to be used for the movie's infamous end-credits sequence.

PHILLIPS: That was Jeremy Garelick's idea, which to me is one of the biggest ideas of The Hangover. He came to me one morning in our writing session and goes, "What do you think …" -- he's literally couching it, like this might be the worst idea ever -- "would it be weird if, like, they find a camera and we see?"

HELMS: And we had to tie up some story pieces.

PHILLIPS: It explains so much. It explains his tooth; it explains …

COOPER: The woman that you hired that blows [Galifianakis] in the elevator. She was such a character. She was an old porn star. It was unbelievable. That was just fantastic.

GALIFIANAKIS: I offered Todd's assistant $1,000 to talk Todd into taking that out of the movie.

COOPER: Meanwhile, it's the biggest laugh in the whole film.

PHILLIPS: Alan [Horn, then running Warner Bros.] is a good friend and huge supporter of mine. That said, when we first screened it for him, he must have looked away during that one photo because when he saw it at the premiere, he definitely hadn't seen it before. He came up to me and said: "What was that? That's not in the actual movie, is it?" And I said, "Of course it is," and he said, "Did you change it since I saw it?" And we really hadn't. It was the identical cut that he viewed. Turns out, he must have looked away at that exact moment -- those photos were literally 36 frames each. But he got over it. Alan loved the movie from the first time he saw it, and that never changed.

ALAN HORN: Now I focus on the end credits right up to the beginning of the next movie.

[pagebreak]

Months before the film was released in June 2009, Warners execs knew they had a potential hit on their hands. The studio was so confident that it hired writers Craig Mazin and Scot Armstrong to begin work on a sequel. Test audiences loved the movie, but there were concerns about taste boundaries in certain scenes.

PHILLIPS: Things were polarizing, like when you hit the baby in the face -- even though it's a doll. We hit the baby with the car door, and that bothers a lot of people. Then you have to decide: "Are we going to leave that in?" Because it also makes The Hangover audacious. We leave the baby in the car, it's 100 degrees, and he goes: "F-- it, it's fine. Crack the window."

HELMS: That was a big debate on set.

PHILLIPS: Not with me. I thought it was funny. But I understand people thinking that's f--ed up: "You don't have a kid, Todd. You don't understand."

HELMS: I was always the nervous Nelly about those jokes. Zach was going to get arrested for the baby thing.

PHILLIPS: Jerking the baby off at Caesars.

GALIFIANAKIS: I did it first with the doll that was just sitting there while we were setting up the shot. I showed Todd, and he goes, "Let's go ask the parents if we can do that." (Laughter.) I'm like, "No."

PHILLIPS: I waited for the [baby's] mom to go upstairs because the mom was a little bit more not into stuff like that. I go to the dad: "It would be funny if Zach pretends to do this. Would you have a problem with that?" And he literally goes: "[My wife is] going to be gone for a half-hour. Can you do it in the next half-hour?"

COOPER: "Can you jerk my kid off in a half-hour?" (Laughter.)

STORY: Heather Graham Back for 'Hangover Part III'

Early tracking suggested Hangover would open to about $20 million, great for a low-budget comedy. When the movie grossed $45 million during its first weekend, the stars' lives changed instantly. Neither Phillips nor any of the actors was signed for a sequel. That gave CAA, which represented all four of them, enormous leverage. Sources say the stars got raises to about $10 million each to return, and Phillips received about $10 million against 10 percent of profits. The trio got bumps to about $15 million each for the third film.

PHILLIPS: Warners knew [we weren't going to do a sequel without everyone]. They wouldn't have done it without me, quite frankly.

GALIFIANAKIS: Well … (Laughter.)

PHILLIPS: Zach would've done it. Zach [who plays Alan] wants to do an Alan movie, and he's been around town pitching it. "Todd, great news! Favreau's gonna direct the Alan biopic!"

ROBINOV: The guys have done well if you average the three movies. But they're great guys, and they've been amazing.

PHILLIPS: We talked about [the idea for a second movie while shooting the first]. How could that ever happen twice? Las Vegas was a huge character in the first Hangover. For the second, there are a few locations that just scream bad decisions, and to me it was between Rio and Bangkok. I flew to Bangkok and checked it out.

THE SEQUEL

With a budget of about $80 million, The Hangover Part II shot for three months in fall 2010 in Los Angeles and Thailand.

JEONG: It was great to see the relationship between Todd and the three guys because they all had just become hugely famous overnight, and their relationship stayed exactly the same.

COOPER: [President Clinton] was in Thailand giving a speech, and we all went to hear him speak.

HELMS: I didn't. I was vomiting.

PHILLIPS: Ed had food poisoning the whole time we were in Bangkok. The rest of us ended up going, and we got to go to dinner with President Clinton. We were like, "Hey, why don't you come by the set?" So he came by. He loved [the first movie]. He loves comedies. At dinner, he goes to his assistant, "What's that movie we watched over and over on the plane?" And the guy goes, "The president loves [2007's Lil Wayne-Big Boi starrer] Who's Your Caddy?" (Laughter.)

PHILLIPS: I thought it would be funny [to cast Mel Gibson as a tattoo artist]. A lot of my stories start with that: "I thought it would be funny …"

HELMS: A lot of your courtroom testimonies. (Laughs.)

PHILLIPS: There's an irreverent tone to The Hangover movies. We're not apologizing for the bad behavior. I'm a huge fan of Mel Gibson as a filmmaker and as an actor, and he was going through a weird thing at that time, and I thought, "Wouldn't it be cool if we had him come in and do this role?" So I went over to his office and met with him. In fairness, I hadn't consulted with the crew and the cast, which is a family. I hadn't even cleared it with Warner Bros. I was just like, "I'm just going to show up, and we're going to do this thing, and it'll be great." Not everybody felt the same way about him. [Several members of the cast and crew complained.]

ROBINOV: Todd called me, and we just sort of talked through it. Mel was actually great about the whole thing.

PHILLIPS: So Liam Neeson filled in, but we ended up taking the scene after it out. We had to reshoot [Liam's] scene, but he was already in London shooting [Wrath of the Titans]. So I got Nick Cassavetes to do it.

CRAIG MAZIN: Frankly, every scene probably had an idea or moment in its inception that was too much. But you pull it back. We try and err on the side of audacity as much as we can. It's not so much about being dark; it's about being honest.

PHOTOS: Top 15 Grossing Threequels of All Time

Although a huge hit, the second movie was knocked by critics for being very similar in structure to the first, albeit raunchier, with transsexual prostitutes and a drug-dealing monkey. The film earned a disappointing 44 score from Metacritic -- compared with a 73 for the first installment.

PHILLIPS: I agree that [Hangover II was] similar in structure, but I don't agree it's a knock. It was intentional. It's not like we were unaware going into it. Some people had a problem with [the idea of], how could this happen to the same guys? But to me, that was part of the ridiculousness of it. And you say Bangkok, and [a transsexual prostitute] is one thing you do think about. But that's what I mean about audacious. Her name is Yasmin.

[pagebreak]

HELMS: It was a room full of trannies. There were naked people walking around us.

COOPER: My favorite moment of all three movies is Ed's performance when he comes out of there, and he's talking to [his character's soon-to-be father-in-law]. I usually don't break, but I could not stop. (Laughs.) His performance in these movies is so underrated. He does the sickest shit, and people don't realize that he has to be able to balance comedy with the real circumstances his character goes through, which anchors the entire first movie and the second one, too.

TYSON: The fact that in the second movie they used my tattoo on Ed's face -- that's better than to put my face on the [poster].

PART III

With Phillips and the cast committed to wrap up the trilogy, The Hangover Part III shot in fall 2010 in California, Mexico and three weeks in Las Vegas. Jeong returns, and Melissa McCarthy joins the cast as a love interest for Galifianakis.

PHILLIPS: [Hangover III] is a very different story. Nobody wakes up in this movie -- there's no forgotten night. But it definitely is a movie that uses what happened in the first two movies. It's very much all one big story of [how that moment when] Alan buys drugs from Black Doug in the first movie basically f--ed their lives up for six years.

MAZIN: When Todd and I were working on the third movie, we never sat down and said, "Let's be outrageous." That's a ticket to stupidity. We think, "OK, what is this person's problem and how bad is their situation?" For Alan, how progressed is his disease?

PHILLIPS: Personally, I gambled less [while shooting Hangover III]. I had a gambling problem. I remember in the first one, I was always in my pajamas downstairs gambling every night, smoking. All the pit bosses knew me. I was getting in fights.

HELMS: It was terrifying.

PHILLIPS: We have a sequence in the third movie where we had to get six Vegas properties working together. So all of a sudden, the Bellagio is letting us control its fountains, even though we're based at Caesars and they're competitors. It's like Warners and DreamWorks. But all of a sudden they're all working together because they know that The Hangover is good for Vegas.

COOPER: That's a difference from the first one. We stole a moment in the first one, like a cool slo-mo walk with the fountains, and we kept trying to time it right. Cut to the third one, and Todd controlled the fountains. He had the f--ing button.

ROBINOV: He probably stole that, is my guess. (Laughs.)

HELMS: There are Hangover slot machines now.

GRAHAM: My agent made me do a video for her son's bar mitzvah. He did this whole funny spoof where he gets drunk, gets a tattoo and then he comes to my house. That's how in-the-culture it is. And it was my agent, so of course I had to do it.

TYSON: Now people come to Vegas to see me. They say, "Where is Mike Tyson's house at?"

COOPER: And guys dress up as Alan for a living.

PHILLIPS: And Ed. Like they have Spider-Man on Hollywood Boulevard.

GALIFIANAKIS: I think his name's Thaddeus. I went down to see him. He was pretty good. He moved to Vegas to do it.

PHILLIPS: When we were location scouting, there was Stu and him, and I go, "I gotta take a picture." The Alan one, who was very belligerent, turned around: "It's $10." I go: "I made the movie. I just want to send it to the guys." I didn't have my wallet on me. Luckily the Stu character recognized me.

VIDEO: Ken Jeong on a 'Hangover' Continuation: 'I Would Love to Do More Mr. Chow'

With the third film likely to be huge, a fourth would seem inevitable.

PHILLIPS: This is the last [one], for sure.

HELMS: I am pitching a fourth to Disney.

PHILLIPS: The story is very much a final story and feels wrapped up. The only loose end in the Hangover series, quite frankly, is with Alan's character, and what's his deal and is he going to be OK? That's what The Hangover III is ultimately about, his journey into somewhat normalcy and stability after the loss of his father. Stu has gotten laser surgery [to remove his facial tattoo], but if you look close, you see there's a little bit of a scar.

HELMS: A lot of people just think I have bad skin.

Email: Matthew.Belloni@thr.com, Lacey.Rose@thr.com

Twitter: @THRMattBelloni, @LaceyVRose