In 1991—long before the term "gritty reboot" came into this world and lost all of its meaning—Martin Scorsese and Robert De Niro teamed up to make a gritty reboot of J. Lee Thompson's 1962 thriller Cape Fear. De Niro played Max Cady, a vengeful sex offender who, once out of jail, attempts to torture his lawyer, Sam Bowden (Nick Nolte), who he blames for his 14-year imprisonment. Juliette Lewis made what was for many a first impression for the ages as Sam's daughter, Danielle. The impressive supporting cast included Jessica Lange as Leigh, Sam's wife, and cameos from actors who were in the original, including Robert Mitchum and Gregory Peck (in what would be his final film). Here are 15 facts about Cape Fear in honor of its 25th anniversary.

1. STEVEN SPIELBERG TRADED THE MOVIE TO MARTIN SCORSESE FOR THE RIGHTS TO SCHINDLER'S LIST.

Martin Scorsese was apprehensive about making Schindler's List after the controversy surrounding his previous two films, Goodfellas and The Last Temptation of Christ. Steven Spielberg, on the other hand, said he "wasn't in the mood" to make a movie about a "maniac." So, once Scorsese promised Spielberg that the Bowdens would survive in the end, they traded. Spielberg had Bill Murray in mind to play Max Cady. Scorsese had other ideas.

2. THE SCREENWRITER PASSED ON THE PROJECT, BUT SPIELBERG DIDN'T NOTICE.

Spielberg had originally contacted screenwriter Wesley Strick (Arachnophobia) about adapting the original 1962 screenplay by James R. Webb, which was based on John D. MacDonald's 1958 novel The Executioners, but Strick wasn't interested. "They sent me the original movie and I watched it and didn't like it very much," Strick admitted. "It seemed like sort of a failed Hitchcock, which doesn't really turn me on. And also I didn't like the vigilante implications of the story—you know, there comes a point when a man's gotta be a man with a gun and shoot this guy down. It's not a message I ever wanted to send in a movie."

Strick planned to pass on the project, but found himself unable to say no to Spielberg when they met in person. "I didn't want to insult him and tell him I didn't think it was a good movie idea, but I wanted to convince him that I wasn't the writer for it, in a sort of polite [way]," Strick explained. "So we sat there and we talked. Actually I did most of the talking; I kind of explained what aspects of the story bothered me, and he listened, and then when it was all over he stood up and said, 'Well, I'm really glad that you're coming aboard.' And he shook my hand, and as I shook his hand back my mouth moved, my lips moved and I said 'Me, too.' It was like, in person, I was unable to say no to him, and I remember driving home thinking, What have I done?"

3. SCORSESE MADE THE SCREENWRITER TAKE OUT THE PARTS THAT WERE "TOO CLEVER."

When Scorsese took over, he kept Strick, but made him take out all of the overly clever dialogue. "Anything that smacked of television, all the dialogue he perceived as being 'clever,' everything that was too well reasoned, too neat, too clean, with ideas that were somewhat predigested—he wanted it gone," Strick told The New York Times. Strick's new boss insisted on 24 drafts before filming began.

4. IT COULD HAVE STARRED HARRISON FORD AND ROBERT DE NIRO.

Scorsese asked De Niro to ask Harrison Ford to play Sam. Ford told De Niro he would only be interested in working on the film if he played Cady and De Niro played Sam. De Niro said no to that.

5. NICK NOLTE REALLY WANTED THE PART.

Nick Nolte wore a blazer and tie to the Goodfellas premiere, with the hope that Scorsese would see he could play the part of Sam Bowden. "He had played this bear-like man, very big and rough, and I didn't think he would be right for Cape Fear," Scorsese admitted. Only after "several" discussions between the two did Nolte win the role. For research, the actor spent many weeks in public defenders' offices. For the climatic scenes in Cape Fear, he channeled the primates in the opening scene of 2001: A Space Odyssey because, according to Nolte, the cast and crew were "all trying for a very primal image."

6. REESE WITHERSPOON BLEW HER AUDITION TO PLAY DANIELLE. SO DID DREW BARRYMORE.

"It was my second audition ever," Witherspoon said in 1999. "My agent told me I'd be meeting Martin Scorsese. I said, 'Who is he?' Then he mentioned the name Robert De Niro. I said, 'Never heard of him.' When I walked in I did recognize De Niro, and I just lost it. My hand was shaking and I was a blubbering idiot.''

Drew Barrymore auditioned for the role, too, but believed she overacted for one of Scorsese's assistants. In 2000, she called the audition "the biggest disaster" of her life and said that Scorsese thinks she's "dog doo-doo" because of it.

7. JULIETTE LEWIS WAS THE FIRST ACTRESS TO BE INTERVIEWED BY DE NIRO FOR THE ROLE OF DANIELLE.

Juliette Lewis first met De Niro for an interview in a room at the Beverly Hills Hotel. "It was to my advantage because I knew that was not a normal situation for [De Niro], interviewing young girls," Lewis said. "I could tell he was a little uncomfortable. I mean, all the other girls came in with their moms." Lewis had herself declared as an adult at 14 to be free of child actor labor laws. "So I said something to put him at ease. I summed everything up very quickly, meaning I didn't tell him an elaborate story of all the pieces of [crap] work I'd done. I said, 'If you want to see if I can act, just look at this movie-of-the-week I've done.'" Moira Kelly, Fairuza Balk, and Martha Plimpton also auditioned, but Lewis won out.

8. DE NIRO BECAME A GYM RAT.

To prepare for the role, six months before shooting began De Niro and his longtime trainer began hitting the gym six days a week, for two to three hours per day. Once filming started, he worked out for five hours a night. De Niro suggested that Scorsese hold off on shooting any scenes that showed off the actor's muscles until the very end of production, so that he could be as fit as possible, and the director agreed.

De Niro also reportedly paid a dentist $5000 to grind down his teeth, then another $20,000 after filming wrapped to have them fixed.

9. DE NIRO AND LEWIS DIDN'T REHEARSE THEIR MOST FAMOUS SCENE.

Scorsese put one camera on De Niro and one on Lewis for the long scene, which was filmed three times. The first take was the one used in the final cut. Lewis did not know De Niro was going to stick his thumb into her mouth before kissing her. She only received a nonchalant warning from her director that De Niro was "going to do something."

10. ILLEANA DOUGLAS BASED HER CHARACTER ON THE PREPPY KILLER'S VICTIM.

In the early morning hours of August 26, 1986, 18-year-old Jennifer Levin was murdered in Central Park by Robert Chambers, who came to be known as the "Preppy Killer." Illeana Douglas had that infamous crime in mind when preparing to play the role of Lori Davis. "I was the one who suggested my part," Douglas said of her role in Cape Fear. "The original part was called 'The Drifter.' She didn’t even have a name. I was in school when Jennifer Levin was murdered in Central Park by Robert Chambers, and I was profoundly affected by that ... In the back of my mind, 100 percent it was based on Jennifer Levin. I tried to put myself in the position of somebody who’s new to New York, who’s young, who doesn’t see anything bad coming."

11. DOUGLAS'S TORTURE SCENE TOOK TWO VERY LONG DAYS TO SHOOT.

Filming the scene in which Cady tortures Douglas's Davis was no small task. It took two days to complete the scene, and the first day lasted 17 hours. "It really hurt," Douglas told The AV Club. "My arms really were quite banged up. At one point, De Niro hopped off the bed and started whispering to Marty, and I thought, 'Oh my God, they’re going to fire me! I’m terrible!' I’d been crying for hours on end; I’ve never cried so much in my life. Then De Niro hopped back on, and Marty came and said, 'Bob says you’re done.'” It was like Stephen Boyd in Ben-Hur—like, 'Just take him off. He’s done.' I could barely walk, and my arms were all cut up from thrashing around, and then De Niro complimented me. He said that Charles Grodin was a p*ssy, because he couldn’t take the handcuffs when they did Midnight Run. I thought that was a supreme compliment."

12. GEORGE C. SCOTT WAS SUPPOSED TO BE IN IT.

George C. Scott was scheduled to appear in Cape Fear, but ended up needing an angioplasty after a heart scare while shooting another movie. He never made it to the Fort Lauderdale set.

13. THE HOUSEBOAT SCENES WERE SHOT INDOORS.

Cape Fear's houseboat scenes were shot indoors, on a soundstage made just for the production, and featuring a 90-foot water tank. Rain and wind machines helped capture the torrential storm. "It was hard making that commitment to build something so big," producer Barbara de Fina said. "In the overview, I guess the amount of money we spent to build the tank we'll save by not having to worry about things like weather and tides and alligators." In post-production, miniatures of the houseboat were shot in England.

14. ELMER BERNSTEIN RECYCLED SOME MUSIC.

Composer Elmer Bernstein adapted Bernard Herrmann's 1962 score from the original Cape Fear, even though Bernstein admitted that Herrmann probably would have hated the idea. "He would have killed me," Bernstein said. "He would have yelled and screamed with no question." Bernstein said he was in a state of depression for weeks working on the score because the movie was "so depressing." When Bernstein needed music for scenes not from the original, he "did something else which Herrmann would have hated. As part of the music for scenes for we which didn’t have ... appropriate music in the original, we used some of [Herrmann's] rejected music to Torn Curtain in the score, which was also very effective.”

15. PREVIEW AUDIENCES WERE CONFUSED.

After Scorsese noticed a lot of preview screening audience members wrote that the movie "skips around a lot" on their comment cards, he added shots to connect some of the dots, including one of Max's arm grasping a rope off of the houseboat. Originally, Cady fell off the boat and got back on with no explanation as to how.