Director Sam Mendes designed the two girls' look to change over the course of the film, with Thora Birch gradually using less makeup and Mena Suvari gradually using more, to emphasize his view of their shifting perceptions of themselves.
The title of the film refers to a breed of roses that while pretty and appealing in appearance, is often prone to rot underneath at the roots and branches of the plant. Thus, the tagline "...look closer" tells the viewer that when they look beyond the "perfect suburban life," they will find something rancid at the root.
Since Thora Birch was barely 17 years old at the time she made the film, and thus classified as a minor in the United States, her parents had to approve her brief topless scene in the movie, and they and child labor representatives were on the set for the shooting of it.
According to his Oscar speech, screenwriter Alan Ball was sitting at the World Trade Center plaza when he saw a paper bag floating in the wind and was inspired by it to write the film, which was originally conceived as a stage play.
Wes Bentley was the first actor to read for the part of Ricky, and was asked to do the scene where he describes his reaction to the plastic bag; the casting director felt that although she had read that scene numerous times, his reading was the first time she felt she understood the meaning of it.
Chris Cooper was the last actor cast, virtually when rehearsals were beginning. When he first read the script, he found the character infuriating, thinking, "God, do I want to spend so much time in this character's head?" He remembers, "Then I started making excuses...I said, this is such a negative script, I don't like this and that." His wife finally told him he was "frightened of this script and chances are because you're frightened, you should do this part;" his response was that he "knew, really immediately, that she was right."
The tagline and important theme of the film, "...look closer," can be seen in Lester's cubicle at work. It was simply something a set dresser had put in, and director Sam Mendes noticed it while editing and suggested it be used for the poster.
In the scene when Carolyn told Lester that she was ready to go while he was smoking pot with Ricky outside the restaurant, Kevin Spacey could not control his laughing and Wes Bentley can be seen laughing too, as this was not scripted.
The scene where Lester is putting in an application for the counter job at Smiley Burger was actually shot at night, but it was later fixed to look like the daytime. Notice that neither Lester nor the burger kid have shadows on their faces from the sun.
On the DVD's Audio Commentary, Alan Ball reveals that he came up with Angela's line, "You're defending him, you love him, you wanna have, like, ten thousand of his babies," during an U2 concert after hearing a fan screaming to Bono that she wanted to have ten thousand of his babies.
The first day-and-a-half of filming, including Carolyn's open house scene, had to be thrown out after the film turned out too dark, making Annette Bening almost impossible to see; director Sam Mendes and cinematographer Conrad L. Hall concluded the problem had been their overly polite relations, and agreed to be more open with one another.
When Lester masturbates in bed beside Carolyn, Sam Mendes asked Kevin Spacey to improvise several euphemisms for the act in each take. Mendes said, "I wanted that not just because it was funny [...] but because I didn't want it to seem rehearsed. I wanted it to seem like he was blurting it out of his mouth without thinking. [Spacey] is so in control-I wanted him to break through." Spacey obliged, eventually coming up with 35 phrases, but Annette Bening could not always keep a straight face, which meant the scene had to be shot ten times
The contrast of something red on a white background is used throughout the film. Examples of this include: red rose petals in a white bath tub and a white ceiling, blood on a white shirt and white floor, the red car in front of the white garage door, the red front door surrounded by white frame and walls.
Director Sam Mendes storyboarded extensively, based on his plan to use three visual styles--a very formal style for the bulk of the film, augmented by a more graceful style for the fantasy scenes and a handheld look for the video footage.
The filmmakers made an effort to avoid any specificity in the film's locale, in favor of a more generic setting. However, the area codes in Jane's phone book are 312, which is the area code for Chicago, and the paper in the Burnhams' kitchen appears to be the Chicago Sun-Times. Also, the lawn signs for both Carolyn and Buddy have phone numbers with an (847) area code. The (847) area code serves the northern suburbs of Chicago, Illinois. On the other hand, the license plates in the film are not Illinois plates; the plates only identify "The Primrose State". Besides, as Lester is driving and listening to "American Woman", he can be seen driving through Burbank, CA - The reflection of the Disney Channel building in Burbank can be seen clearly as a reflection on his windshield.
The aerial shots over the town were filmed above Sacramento, California. The crew originally wanted to use San Jose, California, but its police department would not allow their helicopter to fly below 300 feet due to noise disturbance; the crew had hoped for a 100-foot height. However, the same 300-foot height limit was imposed in Sacramento.
Screenwriter Alan Ball originally intended to write a script about Amy Fisher, the "Long Island Lolita" who shot lover Joey Buttafuoco's wife Mary Jo Buttafuoco in 1992, but each successive draft of the script drifted farther away from that story, until it essentially disappeared.
Executive producer Steven Spielberg read the script on a Saturday night. When he arrived at the DreamWorks offices on the following Monday morning, he said, "Let's make this movie and let's not change a word."
During the film, Lester's physique improves from flabby to toned. Kevin Spacey worked out during filming to improve his body, but because Sam Mendes shot the scenes out of chronological order, Spacey varied postures to portray the stages.
Jim and Jim were deliberately depicted as the most normal, happy-and boring-couple in the film. Alan Ball's inspiration for the characters came from a thought he had after seeing a "bland, boring, heterosexual couple" who wore matching clothes: "I can't wait for the time when a gay couple can be just as boring." Ball also included aspects of a gay couple he knew who had the same forename.
When Lester and Carolyn are driving to the basketball game, Lester complains about missing a James Bond marathon on cable. Sam Mendes, who directed this film, would later go on to direct two James Bond films, Skyfall (2012) and Spectre (2015).
Sam Mendes was so dissatisfied with his first three days' filming that he obtained permission from DreamWorks to reshoot the scenes. He said, "I started with a wrong scene, actually, a comedy scene.[nb 11] And the actors played it way too big: [...] it was badly shot, my fault, badly composed, my fault, bad costumes, my fault [...]; and everybody was doing what I was asking. It was all my fault."
Alan Ball based Lester's story on aspects of his own life. Lester's re-examination of his life parallels feelings Ball had in his mid-30s; like Lester, Alan Ball put aside his passions to work in jobs he hated for people he did not respect. Scenes in Ricky's household reflect Ball's own childhood experiences. Ball suspected his father was homosexual and used the idea to create Col. Fitts, a man who "gave up his chance to be himself". Ball said the script's mix of comedy and drama was not intentional, but that it came unconsciously from his own outlook on life. He said the juxtaposition produced a starker contrast, giving each trait more impact than if they appeared alone.
To help Annette Bening get into Carolyn's mindset, Sam Mendes gave her music that he believed Carolyn would like. He lent Bening the Bobby Darin version of the song "Don't Rain on My Parade," which she enjoyed and persuaded the director to include it for a scene in which Carolyn sings in her car.
Sam Mendes cut much of Barbara's dialogue, including conversations between her and Colonel Fitts, as he felt that what needed to be said about the pair-their humanity and vulnerability-was conveyed successfully through their shared moments of silence.
The shooting script features a scene in Angela's car in which Ricky and Jane talk about death and beauty; the scene differed from earlier versions, which set it as a "big scene on a freeway" in which the three witness a car crash and see a dead body. The change was a practical decision, as the production was behind schedule and they needed to cut costs. The schedule called for two days to be spent filming the crash, but only half a day was available. Alan Ball agreed, but only if the scene could retain a line of Ricky's where he reflects on having once seen a dead homeless woman: "When you see something like that, it's like God is looking right at you, just for a second. And if you're careful, you can look right back." Jane asks: "And what do you see?" Ricky: "Beauty." Ball said, "They wanted to cut that scene. They said it's not important. I said, 'You're out of your fucking mind. It's one of the most important scenes in the movie!' [...] If any one line is the heart and soul of this movie, that is the line." Another scene was rewritten to accommodate the loss of the freeway sequence; set in a schoolyard, it presents a "turning point" for Jane in that she chooses to walk home with Ricky instead of going with Angela. By the end of filming, the script had been through ten drafts.
Sam Mendes avoided using close-ups, as he believed the technique was overused. He also cited Steven Spielberg's advice that he should imagine an audience silhouetted at the bottom of the camera monitor, to keep in mind that he was shooting for display on a 40-foot (10 m) screen. Spielberg-who visited the set a few times-also advised Mendes not to worry about costs if he had a "great idea" toward the end of a long working day. Mendes said, "That happened three or four times, and they are all in the movie."
Kirsten Dunst, who was considered for the role of Angela Hayes, was not interested in playing the object of Lester Burnham's lust. Her explanation for the rejection was simple: "I didn't want to be kissing Kevin Spacey. Come on! Lying there naked with rose petals!?"
While driving home from the shooting range, Carolyn listens to Bobby Darin's rendition of "Don't Rain On My Parade." 5 years after the release of this film, Kevin Spacey produced/wrote/directed and starred as Darin in the biopic Beyond the Sea (2004).
A shot where Lester and Ricky share a cannabis joint behind a building came from a misunderstanding between Conrad Hall and Sam Mendes. Mendes asked Hall to prepare the shot in his absence; Hall assumed the characters would look for privacy, so he placed them in a narrow passage between a truck and the building, intending to light from the top of the truck. When Mendes returned, he explained that the characters did not care if they were seen. He removed the truck and Hall had to rethink the lighting; he lit it from the left, with a large light crossing the actors, and with a soft light behind the camera. Hall felt the consequent wide shot "worked perfectly for the tone of the scene".
Kevin Spacey and Annette Bening worked to create a sense of the love that Lester and Carolyn once had for one another; for example, the scene in which Lester almost seduces Carolyn after the pair argue over Lester's buying a car was originally "strictly contentious".
Annette Bening and a hair stylist collaborated to create a "PTA president coif" hairstyle, and Sam Mendes and production designer Naomi Shohan researched mail order catalogues to better establish Carolyn's environment of a "spotless suburban manor."
Annette Bening recalled women from her youth to inform her performance: "I used to babysit constantly. You'd go to church and see how people present themselves on the outside, and then be inside their house and see the difference.
Conrad Hall made sure to keep rain, or the suggestion of it, in every shot near the end of the film. In one shot during Lester's encounter with Angela at the Burnhams' home, Hall created rain effects on the foreground cross lights; in another, he partly lit the pair through French windows to which he had added material to make the rain run slower, intensifying the light (although the strength of the outside light was unrealistic for a night scene, Hall felt it justified because of the strong contrasts it produced). For the close-ups when Lester and Angela move to the couch, Hall tried to keep rain in the frame, lighting through the window onto the ceiling behind Lester. He also used rain boxes to produce rain patterns where he wanted without lighting the entire room.
Conrad Hall was not the first choice for director of photography; Sam Mendes believed he was "too old and too experienced" to want the job, and he had been told that Hall was difficult to work with. Instead, Mendes asked Frederick Elmes, who turned the job down because he did not like the script. Hall was recommended to Mendes by Tom Cruise, because of Hall's work on Without Limits (1998), which Cruise had executive produced. Mendes was directing Cruise's then-wife Nicole Kidman in the play The Blue Room during pre-production on the film, had already storyboarded the whole film.
Conrad Hall was involved for one month during pre-production. His ideas for lighting the film began with his first reading of the script, and further passes allowed him to refine his approach before meeting Sam Mendes. Hall was initially concerned that audiences would not like the characters; he only felt able to identify with them during cast rehearsals, which gave him fresh ideas on his approach to the visuals.
When Lester fantasizes about Angela in a rose petal bath, the steam was real, save for in the overhead shot. To position the camera, a hole had to be cut in the ceiling, through which the steam escaped; it was instead added digitally.
If you pay attention, in many parts of the film Carolyn (Annette Benning) is seen listening to the singer Bobby Darin. Kevin Spacey who plays her husband Lester acted and directed the movie "Beyond the Sea" where he played Darin.
After the film was complete, director Sam Mendes and editor Tariq Anwar decided to scrap a short fantasy opening and the lengthy epilogue in which Jane and Ricky are tried for Lester's murder, choosing instead to increase the three teens' screen time throughout the film; many of the cast and crew were caught completely by surprise when they saw the finished film.
Another version of the script involved Ricky and Jane being arrested and convicted for the murder of Lester. The main evidence is the video Ricky made of Jane offering him $3,000 to kill her father, which we, the viewers, find out was a joke immediately after Ricky turns off the camera, one second too late for the defense. It also involves Mrs. Fitts finding her husband's bloody clothes, and hiding them immediately after.
In the script, Lester was supposed to go ahead and have sex with Angela, but it was decided that it would be better to have him stop just short of doing so - in spite of the filmmakers' concerns that they might be making the change out of uneasiness with having the main character actually go that far.
Originally, Ricky and Janey were supposed to be charged for the murder of Lester Burnham. The movie was supposed to end with the characters going to trial, and being found guilty for the murder of Jane's father. After the movie was reviewed by a test audience, who were dissatisfied with the original script's ending, the movie was then re-shot.
When the funeral caravan passes by Jane and Ricky, he tells her that looking at a dead homeless person was like God staring at him, and he could stare right back. At the end of the film, when he sees Lester's body, he momentarily stares into Lester's eyes, fixated as if looking at God.
Sam Mendes spent more time re-cutting the first ten minutes than the rest of the film taken together. He trialled several versions of the opening. The first edit included bookend scenes in which Jane and Ricky are convicted of Lester's murder, but Mendes excised these in the last week of editing because he felt they made the film lose its mystery, and because they did not fit with the theme of redemption that had emerged during production. Mendes believed the trial drew focus away from the characters and turned the film "into an episode of NYPD Blue". Instead, he wanted the ending to be "a poetic mixture of dream and memory and narrative resolution". When Alan Ball first saw a completed edit, it was a version with truncated versions of these scenes. He felt that they were so short that they "didn't really register". He and Mendes argued, but Ball was more accepting after Mendes cut the sequences completely; Ball felt that without the scenes the film was more optimistic and had evolved into something that "for all its darkness had a really romantic heart".