Although the title was obviously inspired by the song "Who's Afraid of the Big Bad Wolf?" (sung in the Walt Disney's Three Little Pigs (1933)), Warner Bros. was unable to negotiate with Disney for the use of tune, so when characters sing the title phrase it is instead set to the melody of "Here We Go 'Round the Mulberry Bush."
In this movie, Elizabeth Taylor does an exaggerated impression of Bette Davis saying a line from Beyond the Forest (1949): "What a dump!" In an interview with Barbara Walters, Davis said that in that film, she really did not deliver the line in such an exaggerated manner. She said it in a more subtle, low-key manner, but it has passed into legend that she said it the way Taylor delivered it in this movie. During the interview, the clip of Davis delivering the line from 'Beyond the Forest' was shown to prove that Davis was correct. However, since people expected Davis to deliver the line the way Taylor had, she always opened her in-person, one woman show by saying the line in a campy, exaggerated manner: "WHAT ... A... DUMP!!!". It always brought down the house. "I imitated the imitators," Davis said.
While Richard Burton and Elizabeth Taylor were forces to be reckoned with while they were working, it was a challenge to actually get them in front of the camera every day. They both had it in their contracts that they didn't have to be on the set until 10:00 A.M., even though most other productions began at dawn. After they arrived on set, it would take two hours of makeup, hair and wardrobe to get them ready for shooting, and by the time they were camera ready, it was lunch time. They would often go off for lengthy cocktail-filled lunches, often with friends, and then return late in the afternoon to finally begin shooting. "When they finally came back late," recalled Sam O'Steen, "they'd just ignore it all, be real nice. 'Hey, Mike, old buddy, sorry we're late. Okay, let's shoot!'...Sometimes they wouldn't come back 'til five o'clock and they had in their contract that they couldn't work past six o'clock."
In the scene that takes place outside of the bar, George violently pushes Martha into the side of the car in his rage. Richard Burton actually pushed Elizabeth Taylor too hard, and the sound of her head hitting the bonnet of the car can be heard. Taylor can be seen to gasp and raise her hand instinctively to the back of her head. She carried on with the scene in character, with a noticeable rattle in her voice, as she tried to prevent herself crying in pain. Because of this, Mike Nichols chose to keep this scene instead of re-shooting.
According a 2005 interview with Edward Albee, the original writer of the play which the film is based, producer Ernest Lehman hired himself to write the screenplay for $250,000. Also, Albee says that when director Mike Nichols and stars Richard Burton and Elizabeth Taylor read the script, they hated it so much that, unknown to Lehman, they changed all of the dialog back to Albee's play save two lines: "Hey, let's go to the roadhouse!" and "Hey, let's come back from the roadhouse!" Albee said, "Two lines for $250,000, $125,000 a piece. That's pretty good."
Mike Nichols later realized that his insistence on location shooting at an actual college campus had been unnecessary. All of the scenes could have easily been recreated on the studio back lot. It was one of many lessons he was to learn as a first time film director. "I was a New York theater director," he said. "I was cocky and I was afraid of Hollywood. I did really stupid things, like shooting the title sequence in Northampton. They tried to tell me I could have done it right on the back lot. But I didn't know anything about movies."
When the film was shown on network television for the first time, some local television affiliates bumped the broadcast from 9:00 P.M. to 11:30 P.M., because a film with such adult language had never been shown on network TV.
According to Edward Albee, the only thing he doesn't like about the film is the over-use of over-head shots. He did say, however, that he envisioned Bette Davis and James Mason as Martha and George rather than Taylor and Burton. If Davis had been cast, she would have ended up parodying a line from one of her old films ("What a dump!") in the opening scene.
Costing $7.5 million, it was the most expensive black & white movie yet made in the U.S. Elizabeth Taylor, Richard Burton and Edward Albee's combined salaries/fees were (not including percentages): $2,350,000 - $1,100,000 for Taylor, $750,000 for Burton and $500,000 for Albee.
Richard Burton befriended Mike Nichols in New York while playing in "Camelot," and reportedly he and Elizabeth Taylor championed the hiring of the first time director after Fred Zinnemann withdrew from the project. Ironically Zinneman beat Nichols for the Oscar, Directors Guild of America, and Golden Globe for his work on A Man for All Seasons (1966), which is still controversial to this day that Nichols hadn't received an award for his work on the film.
Mike Nichols told Richard Burton just "do nothing" sometimes in a scene and simply listen. It was a lesson Burton found quite valuable. "His behavior, his manner, are silky soft," said Burton of Nichols' directing style. "He appears to defer to you, then in the end he gets exactly what he wants. He conspires with you, rather than directs you, to get your best. He'd make me throw away a line where I'd have hit it hard...and he was right every time."
The movie was one of a series of films in the 1960s, beginning with the The Pawnbroker (1964), to successfully challenge the Production Code Office. In addition to the compromise on language, WB studio head, Jack L. Warner, undercut the Code's usefulness by arranging to have the film released with the "For Adults Only" and required theaters to prohibit selling tickets to unaccompanied minors, which in effect unofficially created the Restricted rating years before the Motion Picture Association of America abandoned the Production Code for a classification system (G-M-R-X) in 1968.
Mike Nichols revealed in a 2006 interview that he was advised early on by a colleague to fire someone - anyone - on the very first day of production as a way to establish his authority on the set. The unlucky person on the receiving end of this plan was the First Assistant Director. When Nichols overheard him say on the first shot of the first day, "Oh well, it's just another picture," he was so offended by the First Assistant's dismissive nonchalance that he fired him on the spot.
Jack Lemmon was the only actor to be offered the role of George in Who's Afraid of Virginia Woolf? (1966) before Richard Burton was cast. He accepted the role but quickly changed his mind the next day without offering any explanation. Other sources claim that Lemmon's asking price was too high for Warner.
In addition to Sleuth (1972) and Give 'em Hell, Harry! (1975), only one of three films in which entire on-screen billed cast received acting Oscar nominations. (Although Sleuth's credits did contain a number of nonexistent phony cast members to mislead audiences into thinking it was more than a two-character thriller and Virginia Woolf did feature two unbilled bit players as roadhouse employees.)
According to Mike Nichols, the other actors were all "awed" by Elizabeth Taylor and her knowledge of film acting. Nichols, Richard Burton, Sandy Dennis and George Segal all had their roots in the theater, but Taylor had spent most of her life in front of a film camera. She knew her way around a film set along with many tricks of the trade to work with the medium, play to the camera and deliver the best performance possible. Everyone loved working with Taylor and was knocked out by what Nichols described as "the great surprise of her being able to handle all this verbal material."
Mike Nichols and Sam O'Steen worked around the clock to finish the film. At one point O'Steen was so exhausted in the editing room that he actually blacked out. "And then for the last reel," said O'Steen, "I met Mike at the studio at 5:00 in the morning and we worked 'til midnight. I was just a walking zombie...but we finished. Then they wouldn't even let Mike [do the sound] mix. I mixed the picture and at the end of each day I'd call Mike and hold the phone up so he could listen. And he would make comments like, 'Can you bring the music down there, I don't think we need that sound.' We did that every day for about a month."
The MPAA ultimately decided to grant the film an unprecedented exemption as "a special, important film" which was not considered to "exploit language for language's sake." The film would carry a warning that said: "No one under the age of 18 will be admitted unless accompanied by a parent or guardian." It was the first film to carry such a label, which would be commonplace just a few years later when the MPAA put its new ratings system in place.
Mike Nichols was adamant on shooting in black and white, even though most Hollywood films were in color by this time. For one thing, the makeup used to add 15 years to Elizabeth Taylor's age showed up better in black and white, and she and Burton both looked wearier and more haggard in gray tones than in Technicolor. For another thing, Nichols felt color would make the film too literal, too real-world. He wanted it to be stylised and somewhat abstract. At the time (and thanks largely to Edward Albee's and the Burtons' salaries), it was the most expensive black-and-white film ever produced, costing some $7 million. It made $10.3 million at the box office.
Even though their schedule and long lunches could try Mike Nichols' patience daily, Elizabeth Taylor and Richard Burton always worked hard when they were in front of the camera to deliver the powerful performances that were expected of them. The studio, however, wasn't as understanding. "Mike ended up being thirty days over schedule and doubling the budget," said Sam O'Steen. "The studio thought about kicking Mike off the movie. They tried, but they knew if they fired Mike, the Burtons would both walk."
After looking at dailies regularly during the first week of shooting, Mike Nichols decided that the film was looking too dark. Therefore, he asked Haskell Wexler to adjust the lighting by boosting the fill light for the remainder of the shoot.
Despite their differences with Mike Nichols, Warner Bros. was very supportive of the film when it was completed. However, some executives were nervous about whether its content would make it past the censors. At one early screening for Warner Bros. executives, Life magazine reported that one of them exclaimed when it was over, "My God! We've got a seven million dollar dirty movie on our hands!"
Mike Nichols worked hard to learn on the set and become the best film director he could be. "Every day Mike would learn more than some directors learn in years of shooting," said Haskell Wexler. Nichols was open to suggestions from the more experienced crew and came to rely on editor Sam O'Steen's input when determining how each scene should be shot and put together.
According to Sam O'Steen, Mike Nichols was very nervous at the World Premiere of the film at Hollywood's famous Pantages Theatre. "It was the world premiere, it was a full house, invited people and press," said O'Steen, "and Mike and I sat in the back row...we had no idea what we had and Mike was a basket case. So the picture started and he said, 'That's a light print. Jesus!' And I said, 'Come on, Mike, settle down.' But he kept moaning and groaning throughout the screening, that it was too dark and too light, and at the end of it, Mike said, 'Let's get out of here. I don't want to see anybody.' So we ran out, got in his car, and drove away. And everybody was looking for him, looking all over. But he just couldn't face them, he thought it was a disaster."
Even though Haskell Wexler was able to achieve the visual style that Mike Nichols wanted, he took so long to light each scene that it drove Nichols crazy. "...Haskell had never made a major picture," said Sam O'Steen, "and he used to have a lot of little bitty lights, put them all around, he spent hours lighting. Then he'd say, 'Now you have to cut here, because they walk out of this light.' And I said, 'Why don't you light it so the guy can cross over in the middle...' but he would whine that he didn't want to...Mike was ready to kill him...But the picture ended up looking real good."
During post-production, there was an argument that resulted in Mike Nichols being thrown out of the editing room and off the lot just as the film was being finished. Ernest Lehman had already hired esteemed composer Alex North to create the music for the film. However, Nichols made it clear that he wanted to use André Previn instead and fought with Warner Bros. executives over it. Since he had gone way over schedule and over budget with the film already, the studio was at the end of its patience with Nichols, and Warner Bros. won out. "So he kept fighting and that was the last straw, that's what finally did it," said Sam O'Steen. "That was just before Warner threw him off the lot. Mike and I were working in the cutting room, we'd just finished shooting a couple weeks before, when they told him he had four more days to finish the movie...he yelled about it, but there was nothing he could do."
According to cinematographer Haskell Wexler, after the Warner Bros. crew left the New England location used for the exteriors of George and Martha's house, the studio was sued by a group of nearby farmers who claimed that all the bright lighting had "upset" their cows to where they no longer gave as much milk as before.
Aside from the four credited members of the cast, other characters only appear on screen for forty-seven seconds combined. The roadhouse manager appears for twenty-three seconds to check on his patrons after George attacks Martha and knocks a table over, the roadhouse waitress also appears for twenty-three seconds when she delivers the final round of drinks to the two couples, and the manager can again be briefly seen for one second through the small window of the swinging door near the front of the bar as George and Martha pay their tab.
Mike Nichols and cinematographer Haskell Wexler ran into weather problems right away while shooting the opening sequence in which George and Martha walk home from the late-night party. It was rainy and foggy on campus, and the fog kept revealing all of the hidden light sources in the scene. It took hours of tinkering before Wexler was able to light the scene effectively.
According to cinematographer Haskell Wexler, even though Elizabeth Taylor had intentionally gained weight for the role and de-glamorized herself, she still didn't want to have to eat too much in the opening scene when she is noshing on a chicken leg.
Playwright Edward Albee was happy overall with how the film turned out. Despite his initial misgivings, he was satisfied that Elizabeth Taylor and Richard Burton did his words justice. "It's the best work [Elizabeth has] done on film," he said in 2006, "and Richard did his usual splendid professional job." He added, "I felt very, very fortunate that it was as good as it was, and it's pretty damn good."
According to Editor Sam O'Steen, there was an argument about the glasses that Richard Burton wore for his character George. "In the beginning when we were shooting wardrobe tests," said O'Steen in the 2001 book Cut to the Chase, "Mike [Nichols] had Burton try on glasses but [Ernest Lehman] was whining, 'I don't like his glasses.' Mike said he did, that they fit Burton's character. So Ernie said, 'Well, what if it comes down to the last day and we have to go one way and I don't want him to wear glasses.' 'Well,' said Mike, 'I'll kill you.' End of conversation."
Jack Valenti, the newly appointed head of the MPAA at the time, said years later, "This film was like a burning arrow that was flown into a haystack." When issues over certain dialogue were raised with the Production Code office, the studio pressured Mike Nichols to make certain changes. For instance, the scene towards the beginning of the film had Martha yelling, "Screw you!" to her husband just as he opens the door to their guests, Honey and Nick. Elizabeth Taylor had already shot the scene and said the line as written. Warner Bros., however, had Nichols change the line to "Goddamn you!" which Taylor then re-record. Since the new phrase clearly didn't fit over the words her mouth was saying on the footage, Sam O'Steen used a shot of her back as she starts to say it juxtaposed with a shot of Burton opening the door. It worked perfectly. Even with the line change, the Production Code office refused to give the film its seal of approval, citing its overall content and language as too vulgar. Warner Bros. appealed, but the decision was upheld.
Mike Nichols and editor Sam O'Steen worked well together during production and would run into the cutting room on the Warner Bros. lot every chance they got to assemble the film as quickly as possible. They also worked together every weekend so they could stay on top of the editing every step of the way.
In a 1998 interview with the Hollywood Reporter Jack Valenti recalled being locked in battle with three powerful Hollywood men - Jack L. Warner, Ben Kalmenson (Warner's right-hand man) and attorney Louis Nizer - over content in Virginia Woolf; specifically the words "hump the hostess" and "screw." Valenti said, "Kalmenson was a foul-talking guy; every other word he uttered had four letters. They played the good cop/bad cop on me. I got out of that meeting and said to Louis: 'This is ridiculous. We've got to do something about that.'"
Elizabeth Taylor had approval of co-stars, director, hairdresser, and costume designer. At first, she approved Arthur Hill, who had played George on Broadway, as her co-star. Then she suggested Richard Burton instead. Ernest Lehman liked the idea, but Burton wasn't so sure. Used to playing dashing and heroic characters, he was profoundly uncomfortable playing a wimp, but used that discomfort to add to the character's self-loathing. "He's not me, that moon-faced chap beaten down by a woman," Burton said.
Burton's longstanding UK acting friend Robert Hardy visited the couple during filming, and was amused to find them - their infamous antagonisms having been profitably expended in front of the cameras - behaving idyllically to each other off-set.
The trivia item below may give away important plot points.
According to director Mike Nichols, producer/screenwriter Ernest Lehman had written a different ending for the film where George and Martha's son had hanged himself in the closet years before. Nichols refused to shoot it.