Released on March 10, 1989, Gilliam’s follow-up to Brazil managed to pull in just north of $8 million worldwide in only about 120 theaters on a reported final cost of more than twice its approximate $20 million budget.

The Columbia Pictures release made countless headlines at the time drawing attention to its many production problems and delays, casting challenges, location headaches and the studio regime change happening in the middle of filming. Some outlets declared it to be one of history’s greatest financial film flops to date.

“I was being pilloried in the press in Hollywood for a guy completely out of control, which was not the case,” says Gilliam. “I had been the guy that humiliated Universal over [box office disappointment] Brazil, and it was like my comeuppance. That's all happening on one side; to make it more interesting, my wife was pregnant, and the film financier was threatening to sue me for fraud, misrepresentation, which was very exciting. There were so many pressures on me in all directions, and at the same time, I think I was foolheartedly, pigheadedly determined to just march on and ignore all this noise.”

Gilliam first sparked to the exploits of the Baron Munchausen character after seeing a BFI brochure with a photo from Czech filmmaker Karel Zeman’s early '60s adaptation, The Fabulous Baron Munchausen, which prompted him to track down the 1785 novel Baron Munchausen's Narrative of his Marvellous Travels and Campaigns in Russia.

“At one point the book was second only to the Bible in sales, and yet nobody I knew, knew about Munchausen. That’s what intrigued me,” says Gilliam, whose overactive imagination immediately wondered how to best translate the story’s wild tales onto a contemporary film canvas. “I just thought, ‘These are fabulous tales and they should be resurrected,’ and then I saw Zeman’s film and it's a stunner.”

French filmmaker George Méliès first tackled the larger-than-life character on film in a 1911 short, followed by Josef von Báky’s 1943 German production and Zeman’s 1961 fantasy adventure. Gilliam’s 1989 version, written with Charles McKeown, follows the aged Baron (John Neville) as he crashes a colorful stage production of his fabled exploits within a war-torn, walled city. There, he shares his version of the tall tales to the troupe of players, which include narrowly evading a beheading over a wager with a sultan (Peter Jeffrey), a floating waltz with Venus (Uma Thurman) in front of her jealous husband Vulcan (Oliver Reed), being swallowed by a massive fish, journeying to the moon to flirt with the lunar queen (Valentina Cortese) behind the back of the king (Robin Williams, complete with removable head), and defeating the Turkish army singlehandedly with the help of his loyal band of servants: the lightning-fast Berthold (Eric Idle), strongman Albrecht (Winston Dennis), typhoon-breathed Gustavus (Jack Purvis) and keen-shot Adolphus (McKeown).

Casting the lesser-known Neville as the film’s lead fit right into the director’s vision of letting the story be the star. “I wanted somebody who was a great actor who nobody knew,” explains Gilliam. “John had been one of the greats in London, and then he had moved off to Canada to become great there, but the system didn't really know him at all. And I thought it was important that the general public didn't know him because I used to be so obsessed that the characters exist only as what we're putting on film and not, ‘Oh, there’s a famous actor coming to do something.’”

Tagging along on Munchausen’s outrageous adventures is little Sally Salt, played by a very young Sarah Polley, a working child actor marking her first job on a large-scale production. “I think she was nine years old at the time — she was like the oldest person on the set,” remembers Gilliam. “We’re all laughing a lot and trying to make it funny and have a good time while we're working and she was very serious. She was quite wonderful, and she knows her stuff, and she was very focused. It’s such a good thing to have a child actor who is really focused and prepared at every moment.”

Polley notes she instantly liked her director when she met him.

“He was so intensely full of life, funny, playful and adventurous. It was like having a playmate with the imagination of a child and the access to the world and rights of an adult. Even now, when I see him in person — I saw him once several years ago — I find it impossible not to like him, despite the history, and I find his enthusiasm for the world infectious.”

The “history” in question that Polley mentions has to do with her much more distressing memories of the production being at odds with Gilliam’s recollection of things.

In October of 2005, when Gilliam was preparing to shoot Tideland in Saskatchewan, Polley wrote a piece for The Toronto Star describing her experience working on Munchausen as “traumatic to say the least,” and shared an open-letter correspondence she had with the director along with “some unsolicited advice” on how to mind his next child actor from harm, both physical and emotional.

“The average day working with him on set was a complicated combination of things,” Polley, now 40, tells THR. “He treated me with so much respect and was so encouraging. But the days were grueling. I worked a lot of overtime, and it felt stressful, chaotic, and, often, unsafe. I remember freezing in water tanks for hours at a time, running through explosives, having to go to the hospital, not being able to hear, etcetera. Ultimately, the experience of working on this film was one of the most traumatic things that happened to me as a child, and it had competition.“

Gilliam recalls things differently.

“I know this has become a big tale,” says Gilliam, who acknowledges that Polley felt “really threatened during the film” but maintains that he ran a safe set. “We were very careful with her because she's precious. I always find it funny when you get these stories about the actor being treated badly or put into dangerous situations. There’s no way that's going to happen with me because they’re irreplaceable people. Yes, the situation may look on film dangerous, but it's not in reality when we're doing it. She was wonderful and never, never, ever complained about anything. So if she was frightened, I never knew it. That's all I can say.”

Polley responds, “I haven’t encountered anyone, over the years, who shares Terry’s impression that things were ‘quite safe,’ including the special effects crew. I’ve talked with many cast and crew members over the years and they all felt that many of us were in danger many, many times. When I was in my 20s I met the special effects guy and he cried when we met, saying he still had nightmares about some of the situations Terry put me in. He asked if we could watch the movie together to exorcise some of the bad memories. We watched it, holding hands, and wincing through much of it. I went to the hospital on more than one occasion during that shoot. Explosives went off, close to my face, some by accident. I ran through corridors of them, I ducked under fiery logs. I still have nightmares about these moments. Many things were done by my adult stunt double, but too many things weren’t. The special effects guy said that the memory of me in hysterics and screaming in terror was something he couldn't rid himself of.”

She continues, “Terry and I have spoken about it, and he is open to talking about it, and even allowed me to publish [that] email exchange we had about it. He is more open to being criticized in public than most people. But he stops short of taking responsibility for most of it, or perhaps he really doesn't remember it the way the rest of us do.”

For a film that was plagued with bad luck throughout its timeline, regaling some of the “almosts" and “what-ifs?” casting tales reflects the more creative side of the negotiating process for Gilliam (“I won't go into the money side because that's the complicated thing,” he says. “It’s boring.”), who first recalls trying to recruit Marlon Brando during a sit-down at Chateau Marmont on Sunset Blvd.

“Brando was fascinating,” he says. “I really thought he would make a great Vulcan. He was interested, or at least he pretended to be. Brando had such a playful mind, and he was always playing games, and the idea of playing games with him seemed to be really interesting.” The director felt that appealing to the iconic actor’s activism with the Native American community would be the best way to entice him. “I told [producer Thomas Schühly] the only way to really hook Marlon is pay him nothing, pay the money that would go to him to the American Indians. But in the end Thomas didn't have the nerve to say, ‘We’ll pay you two million or whatever but it goes straight to them.’”

With Brando out of the picture, Gilliam set his sights on Oliver Reed: “I’d been a big fan of his, and everybody says, ‘Don’t go near him, he’s trouble, he’s a disaster, he’s impossible to work with.’ He was the most wonderful guy to work with as far as I was concerned. So that took a bit of a fight to say, ‘Ollie Reed’s in the movie.’”

The filmmaker found himself back at Chateau Marmont for more casting meetings, where he first met a young Uma Thurman. “She was all of 17, and I thought, ‘Well, you can't beat this for Venus, that’s for certain,’” he remembers. “It worked out brilliantly. She was wonderful. When one thinks about it, there’s Ollie Reed who’s a real terror — a great actor but terrifying as a person — and she's a 17-and-a-half-year-old girl holding her own against him. I think her first scene was the rising in the shell.… I was so impressed because she could deal with Ollie, and it created a great relationship between the two of them because I think he was besotted with her. But she somehow carried herself, even off-camera, in a way of somebody that says, ‘I’m not a fool. I'm very smart. Don’t even think of your own games with me.’”

Polley has positive memories of Thurman.

“Uma was so sweet with me,” says Polley. “I think it was a hard experience for her, too, she was so young, and she gave me so much of her time, and hung out with me for days at a time. She even let me cut her hair.”

Ruminating on his casting process, Gilliam confides, “I like taking chances. I was taking a chance with Uma. Somebody that young and inexperienced up against these real pros, whether it be John Neville or Ollie Reed, this stuff makes the job interesting and fun and a bit dangerous.”

Early in the development of Munchausen, the whimsical moon sequence was meant to be a much more gargantuan affair featuring lavish sets and 2,000 extras, “and when the eclipse occurs they all lose their heads.” But when the production’s budget problems threatened to omit the moon sequence from the film entirely, Gilliam reworked the section to feature only two key lunar residents: The king and queen. Sean Connery was set to play the king of the moon, but the contextual restructuring soured the allure.

“Sean was doing the movie with us because we'd become friends during the making of Time Bandits,” says Gilliam. “He lost his job when we had a big fight with film finance and the film closed down for a couple weeks and they were cutting the whole moon sequence out of the film.… So we went from 2,000 to two. Sean felt it would be interesting with him as king of a lot of people, with real power, [but when that changed] he decided not to do it. So he was out and Robin Williams came to the rescue.”

But before Williams pitched in to play the king of the moon — coming aboard just days before he was scheduled to shoot — the embattled director had gone to fellow Monty Python member and Gilliam-movie regular Michael Palin to play the part. Then Eric Idle recommended his good friend Williams and things got complicated. “It was an embarrassing moment because I had asked Mike to do it and he had basically agreed,” explains Gilliam with a self-effacing laugh. “I had to call him and say, ‘Sorry, you’re not worth as much money as Robin.’ He was quite unhappy.”

An inspired bit of literal lunacy, Williams delivers his trademark manic verbosity and physical comedy on celluloid opposite Cortese’s queen of the moon. “She had been a huge Italian film star in the silent era, and so she was like 72 years old and Robin was half her age, which made her very uncomfortable, feeling that she was going to look old in comparison. But they did a great job on her," notes Gilliam.

The filmmaker describes the proposed moon sequence as “my big Cecil B. DeMille section,” but after losing the money for the spectacle he was absolutely determined to fight for something of it to remain in the film, thus the giant lunar city sets ended up being painted flats. “Since we couldn't afford anything anymore, I just blew them up, mounted them on plywood, colored them in and put them on rollers. And that one big physical bit was basically just the beginning of the skeleton of one of the big moon scenes. It was one of those moments that I think actually improve the film because Robin's brilliant in it, and it’s a great kind of escape from the the wider, richer world we had been creating.”

Keen eyes will notice that Williams is not credited for his performance in the film. The filmmaker explains, “The deal was that we couldn't use his name because his agents said, ‘We don't want you pimping his ass for your film.’ And I thought, ‘What are you talking about?’ But that was the attitude, so that’s why Robin is not credited. The credit says the king of the moon is ‘Ray D. Tutto,' which is Italian for ‘king of everybody.’ And that was another ridiculous one, that we couldn’t use Robin to help sell sell the film.”

Known for featuring at least one Python member in many of his earlier films, Gilliam explains the method to his madness for their strategic placement: “I tend to tread carefully, because when I made Jabberwocky, and Mike Palin’s playing the lead and Terry Jones plays a very small character at one point, the film was sold as a Python film because there were three of us involved. And as a result of that the reviews were terrible, saying, ’It’s not funny!’ Or, ’It’s funny, but not as funny as Pythons are!’ And so after that, I was very hesitant.” Idle made the Munchausen cut because he was writing songs for the show. Palin simply lost out due to the intense budgetary shuffling.

Polley recalls Idle with affection.

“Eric became a surrogate parent to me on that shoot,” says Polley. “He is who I went to for comfort when things were scary. I huddled in his arms when it was cold or I was tired. He used to organize fun days for me, so I could feel like a kid in the middle of the chaos. I had this little tiny toy music machine I used to play with on set and one day he invited me over and presented me with this amazing electronic piano/synthesizer. He and Robin Williams spent the afternoon recording funny voices on it for me to make music with. We spent the day writing songs together. I look back and think it might have all been worthwhile just for that afternoon. It taught me that in the middle of the hardest times, there are still wondrously good people in the world.”

Though Palin did not cross over into Munchausen territory, his fellow Brazil star Jonathan Pryce managed to land a plum, devious role as The Right Ordinary Horatio Jackson. Sting also shows up in the film with a brief, amusing cameo as a soldier. “That was just because he was a friend,” reports Gilliam. “He had been trying to get me to do something with him, another project, and I said, ‘Just come on, be in this one scene,’ and he was delighted to do so.”

Polley muses, “I remember asking Sting why he didn’t have a last name, and he said it was because his family couldn’t afford one.”

In between the lighter moments on set, there were so many calamities during the making of the film, big and small, that Gilliam points to Andrew Yule’s Losing the Light: Terry Gilliam and the Munchausen Saga as a guide that even he learned of stories from. He points out that problems began with the Munchausen production early on, observing, “The financial side was really chaotic, and within the first six weeks it was predicted that continuing as we were it would go way, way, way over budget. It was just this constant nightmare.”

“Creative things all depend on production things, which all depend on money,” he says.

The director recalls flagging potential budget snafus with “the head of film finance, but nobody seemed to be listening. They just didn’t pay attention. But once it started to go out of control, as far as they were concerned, they stopped it for those two weeks. They kept saying, ‘OK, it'll be over 4 million, then it will be over 6 million.’ It kept going up is all I know. The worst thing that made me crazy about it, during the break I said, ‘Whatever you do, keep work on the sets.’ I said, ‘Forget about the moon sets, but the other sets keep working on. But they stopped all the departments working, which I thought was really dumb. And of course we get back to work, live on the set, ready to go, the actors are all there — and the painters are painting the sets.”

He continues, “There were constant battles going on.… We were constantly slipping behind schedule. Things weren't ready when they were supposed to be ready. The funny thing is every day was dark and hard, and I was obviously just going like a bull pushing things forward, and yet the rushes would come up and be beautiful. Everything's beautiful, smiling, lovely. That was the part I really felt was great to see, that all of these events were not stopping this.”

Gilliam credits the collaborative spirit he tries to encourage on the set as a key mechanism in the creative and problem-solving process.

“The point is to plan it carefully and then wait for the maelstrom that’s going to blow your best plans out of the water, and hopefully you surround yourself with enough [good] people,” he explains. “I try to get everybody involved in the film. Not just a few heads of departments, but everybody, and it helps enormously. In the right instance, people you would never expect [might] have an interesting idea and I'm more than happy to grab that lifeline, wherever it's coming from.”

Amid all the Munchausen production chaos, Columbia Pictures experienced a significant executive shuffle: British producer David Puttnam was ousted and Dawn Steel took over in October 1987. Like many a studio turnover, the new blood was intent on burying any potential successes that were greenlit by their predecessors, and Munchausen was no exception.

“I really got depressed, because I know we'd made a good film and to see it just dumped was a disgrace,” reveals Gilliam. “I think there were only 117 prints of that film made for America. That's how badly it was treated. I just didn’t care at that point.”

So why bounce back to the same studio that treated his effort like dirt to make his very next film?

“Because I was approached by the studio to do [The Fisher King]. Isn’t that interesting?” he says, laughing. “I think they wanted me involved to direct it because I could bring Robin in. I was hired as the bait.”

He continues, “I thought, ‘OK, I've avoided Hollywood. This will be the first Hollywood movie of mine and I’m just going to stick my head in the lion's mouth and see what happens. I think I was that desperate to work. I thought Robin would be great, and then I cast Jeff Bridges and I knew we were onto something wonderful.”

Critically, The Adventures of Munchausen received mixed reviews upon its limited release, but the film managed to earn a number of accolades, including Oscar nominations for best art direction/set decoration, best costume design, best makeup and best visual effects.

It’s widely known that the now 78-year-old Gilliam has had more than his share of storied behind-the-scenes battles over the years, on set and in print. After duking it out with the Universal brass over the director’s cut of Brazil, suffering production and distribution woes with Columbia on Munchausen, tragically experiencing the sudden death of Heath Ledger a third of the way through filming The Imaginarium of Doctor Parnassus, and the stop-and-start production and release nightmares of The Man Who Killed Don Quixote, Gilliam’s career path has essentially charted less like a cautionary tale and arguably more like a modern-day story of Job — or at least some sort of amiable, Sisyphus-like character. Add Polley’s disconcerting memories of her Munchausen experiences and the flak he received over “mob rule” #MeToo comments he’s made, and one begins to wonder how much trouble Gilliam actually invites for himself.

“My attitude is like, ‘When the horse throws you, the first thing you have to do is get back on that horse quickly — otherwise you start thinking too much,” says Gilliam. “It's always up to the gods. I try to make sure my ass is covered.”

Polley says that she learned valuable lessons from her own Munchausen experience that she has applied to her own filmmaking ventures, trying to be as conscious as possible of how her actions impact the crew and cast, especially the welfare of child actors.

Reflecting on the 30th anniversary of Munchausen, she says, “I was just thinking I should watch it with my kids! I really love it, as a film. It’s kind of a masterpiece, I think. Even at the time I knew I was getting to be part of something wonderful. And it captures Terry. He is wild, untamed, rebellious, hilarious, imaginative, ambitious, totally irresponsible and, by his own admission, full of lies.”

“I never learn,” concludes Gilliam with a chuckle. “You see why I always get in trouble. I never seem to learn.”