In 1931, fresh off the success of his horror hit Dracula, director Tod Browning finally got the go-ahead to pursue a longtime passion project of his: a revenge tale centered around sideshow performers in a traveling circus. Eager to produce their own horror films that could rival Dracula, MGM let Browning make Freaks, one of the most ambitious and gutsy filmmaking efforts in Hollywood at the time. Though today many regard it as a classic, or at least a cult favorite, Freaks did not have the same reception in the early 1930s. Its title character faced scrutiny and revulsion on the MGM backlot, and the film itself faced scandalized audiences nationwide.

Now, nearly 90 years after its initial release, Freaks remains a unique work in Hollywood history. Here are 11 facts about how it got there, from the original idea to its unlikely revival.

1. IT WAS ORIGINALLY INTENDED TO BE A LON CHANEY VEHICLE.

The story of Freaks as a film project apparently dates back to at least 1925, and the MGM silent drama The Unholy Three, which was directed by Browning and starred “Man of a Thousand Faces” Lon Chaney. The film was based on a short story by Tod Robbins, and co-starred eventual Freaks star Harry Earles as a dwarf criminal who pulled scams by posing as a baby. The story goes that Earles, eager to find more film roles, brought Robbins’s short story “Spurs”—the tale of a pair of circus performers (part of a bareback riding act in the story) who take advantage of a wealthy dwarf—to Browning.

Browning, himself a former sideshow and vaudeville performer, took an interest in the story and convinced MGM to purchase the rights. The original plan, according to Browning biographer and historian David J. Skal, was to make the film another Chaney vehicle, but the film never got off the ground during the silent era. Chaney died in 1930, shortly after again co-starring with Earles in a talkie remake of The Unholy Three, but Browning never lost interest in the story.

2. MGM WANTED IT TO RIVAL DRACULA AS A HORROR FILM.

Though there were certainly monstrous characters populating various silent films (particularly those portrayed by Chaney in The Phantom of the Opera and London After Midnight), the horror film as a genre didn’t really take off until the era of talkies began. Shortly after Chaney’s death due to complications from lung cancer, Browning was off at Universal Pictures, helping to lead the horror wave with his now-classic adaptation of Dracula. When Browning returned to MGM in the wake of Dracula’s success, head of production Irving Thalberg wanted to capitalize on the horror boom. The hope was that, with the director of Dracula back at the studio, MGM could best Universal with something even more horrifying, and so Browning was finally given the go-ahead to make Freaks, which had remained a pet project of his for years.

According to Skal, it became a classic lesson for Thalberg in being careful what you wish for: The story goes that after he was presented with the screenplay for the film, Thalberg reportedly hung his head and said, “Well, I asked for something horrible, and I guess I got it.”

3. CASTING THE "FREAKS" WAS AN INTENSE PROCESS.

Harry Earles and Olga Baclanova in Freaks (1932) Warner Home Video

Aiming for authenticity, Browning sought real sideshow attractions and performers to play the “freaks” at the heart of the story instead of relying on movie magic (as he so often had with Chaney) to portray them. Earles, who brought “Spurs” to Browning in the first place, naturally came on board to play the wealthy dwarf Hans, and enlisted his sister Daisy to play Hans’s dwarf fiancée Frieda.

For the rest of the characters, casting director Ben Piazza put out a call for photographs and on-camera tests for various sideshow performers, and apparently spent nearly a month traveling the country to scout out various acts. This exhaustive search paid off, leading to the casting of memorable performers like the “Half Boy” Johnny Eck, the “Living Torso” Prince Randian, Angelo Rossitto (who continued to work in films for more than five decades after Freaks), and Schlitzie (spelled Schlitze in the film), who in many ways became the performer most identified with the film.

4. MYRNA LOY AND JEAN HARLOW WERE ORIGINALLY CONSIDERED AS CO-STARS.

Casting the other characters in Freaks may not have required as much of an outside-the-studio effort, but it was nonetheless met with a few challenges. When casting the scheming trapeze artist Cleopatra, Thalberg apparently wanted Myrna Loy, who was then a rising star recently signed to an MGM contract. According to Skal, Loy was “absolutely horrified” by the script, and begged Thalberg not to make her do the film. Thalberg relented, and the role went to Olga Baclanova, a former Moscow Art Theatre performer who left the company during a U.S. tour in 1925 and went on to co-star in The Man Who Laughs in 1928, alongside Conrad Veidt. For the seal trainer Venus, Browning wanted Jean Harlow, who was apparently announced to the press as one of the film’s stars near the start of production. Thalberg eventually nixed that idea too, and the role went to Leila Hyams.

5. TOD BROWNING HAD NIGHTMARES ABOUT THE PERFORMERS DURING PRODUCTION.

Browning’s insistence on casting real sideshow performers in Freaks paid off visually, resulting in an unforgettable film experience that also managed to humanize the various real people behind the story. When those casting decisions were applied to the practical process of shooting a film, though, things were sometimes less rewarding. Though many of them were seasoned performers, the “freaks” were not necessarily trained actors, and some of them required special care and patience due to impairments. The stress of working with them took a toll on Browning, which led to some unusual dreams during the making of the film.

"It got to the point where I had nightmares. I mean it. I scarcely could sleep at all. There was one terrible dream in which I was trying to shoot a difficult scene,” Browning later recalled. “Every time I started, Johnny Eck, the half-boy, and one of the pinheads would start bringing a cow in backwards through a door. I'd tell them to stop but the next take they'd do it all over again. Three times that night I got up and smoked a cigarette but when I went back to bed I'd pick up the dream again."

6. THE "FREAKS" WERE OSTRACIZED BY STUDIO EMPLOYEES.

Browning’s practical difficulties in shooting the film aside, the performers in Freaks also faced resistance from various MGM employees who were reportedly disgusted by their presence on the studio lot. Studio head Louis B. Mayer was apparently so shocked by the performers that he wanted to shut the picture down. Thalberg was able to keep Mayer at bay, but other employees also raised objections after see the “freaks” in the MGM commissary.

To keep tempers from flaring, Thalberg arranged a compromise: Though the more “normal” looking cast members—including Harry and Daisy Earles and the conjoined twins Violet and Daisy Hilton—were allowed to remain in the commissary, the rest of the cast was relegated to a tent erected outside, which served as their mess hall. This perhaps still didn’t stop certain reactions, though. According to one possibly apocryphal story, F. Scott Fitzgerald—who was doing some screenwriting work for MGM at the time—walked into the commissary one day and was so shocked by the sight of the Hilton sisters that he fled the room to go vomit. Fitzgerald later worked what seems to be a version of this encounter into his short story “Crazy Sunday,” which is about a Hollywood screenwriter.

7. AUDIENCES WERE SCANDALIZED BY IT.

Freaks finally held its first previews in San Diego in January of 1932, where the audience reaction was swift and brutal. One woman ran screaming from the theater during the movie, while another apparently threatened to sue the studio, claiming that the film was so horrific it had caused her to suffer a miscarriage (it remains unclear whether or not these stories were actually publicity stunts cooked up by MGM to play up the film’s horror elements). One review from a critic who saw the film’s first cut called it "rather gruesomely dramatized for the edification (or education) of those morbid persons who enjoy gazing upon unfortunate, misshapen, cruelly deformed humanity." Fearing further disaster, Thalberg decided to act.

8. THE STUDIO CUT THE MOVIE SHORT.

After the disastrous preview screenings of Freaks, Thalberg decided changes needed to be made, and moved the film’s wider release from January 30 to February 20 of 1932. Without Browning’s input, Thalberg trimmed the film from a length of 90 minutes to only about 60, cutting both footage that depicted the attack on Hercules and Cleopatra in greater detail and some scenes that further humanized the “freaks” through small character moments (the scene in which Prince Randian lights his own cigarette using only his mouth, for example, also originally included footage of him rolling the cigarette). Thalberg also cut an epilogue sequence that depicted a London museum opened by Madame Tetrallini (Rose Dione) and replaced it with a framing device featuring a carnival barker who showed off the mutilated Cleopatra to a crowd. Thalberg also added a different epilogue in which Venus and Phroso the clown (Wallace Ford) bring Frieda to Hans’s mansion for a reunion and reconciliation.

The uncut version of Freaks still played at the film’s world premiere at San Diego’s Fox Theatre on January 28, and ironically it ended up finding success there. The film set a house record during its run for the theater, which capitalized by advertising itself as the only place where audiences could ever see the “uncensored” version of Freaks.

9. IT WAS A BOX OFFICE FAILURE.

Roscoe Ates, Daisy Hilton, and Violet Hilton in Freaks (1932) Warner Home Video

Though both initial audience and critical reactions were rather negative, Freaks continued to march through its release across the country in the early months of 1932. Along the way it found box office success in some major cities, and even some positive reviews, but the horrified responses to the film drowned out any sense that Freaks could ever become a box office success. The film’s New York engagement was delayed for months, and when it finally arrived in the summer of 1932 the writing was on the wall. The studio pulled Freaks from circulation and reported a loss of $164,000 against its $316,000 budget.

The next year, in an effort to recoup some of the money lost during the initial theatrical run, Thalberg re-released the film, without the MGM logo, under the new title Nature’s Mistakes. The new release was accompanied by an ad campaign that asked questions like "Do Siamese Twins Make Love?" and "What Sex is the Half-Man-Half-Woman?"

10. IT DERAILED BROWNING’S CAREER.

Before Freaks, Browning was one of the most successful directors in Hollywood, and his success had earned him enough clout to get the ambitious and gutsy film made after Dracula hit big at Universal. After Freaks, he never quite recovered. According to Skal, this was not just due to that film’s failure, but due to Browning’s continued discomfort with the change in the filmmaking process that came from the rise of talkies. That discomfort, coupled with an increasing inability to get more personal projects approved by the studios in the wake of Freaks, led to his decline in the 1930s.

Browning directed just four more films (two of them uncredited), with his final directing credit coming on the MGM mystery Miracles for Sale in 1939. He retired with enough savings from his directorial successes to live comfortably in a pair of homes in Beverly Hills and Malibu, and died in 1962.

11. IT FOUND A NEW AUDIENCE IN THE 1960S.

After its critical and commercial failure in the United States, Freaks faded into the background as a kind of Hollywood curiosity, and was banned in several countries (including the United Kingdom) for decades. The film was licensed by distributor Dwain Esper in the late 1940s, and played on the grindhouse circuit at various independent theaters, but it wasn’t until the 1962 Cannes Film Festival that the film’s revival really began. After screening there, it was heralded as a kind of forgotten classic. Noted film collector and archivist Raymond Rohauer picked up the baton from there, landing the rights to Freaks and showing it as a cult film. It gained prominence on the midnight movie circuit, and found particular success with members of the 1960s counterculture movement, who saw kindred spirits in its cast.

Additional Sources:

“Tod Browning’s Freaks: The Sideshow Cinema” (Warner Home Video, 2004)