When Lester throws the asparagus, he was supposed to throw it on the floor. The reactions of Annette Bening and Thora Birch are genuine.

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.

Kevin Spacey improvised everything he does in the car while his character is stoned and singing to "American Woman."

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

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.

This film and The Silence of the Lambs (1991) are the only Best Picture winners in the 1990s to not be a period piece.

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 he 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."

Wes Bentley smoked honey tobacco with Kevin Spacey for the pot-smoking scenes.

The helicopter shot at the beginning of the movie was originally for a flying sequence where Lester floats over the houses and then down onto his bed.

Jake Gyllenhaal and Seth Green auditioned for the role of Ricky Fitts.

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.

Director Sam Mendes personally filmed the pivotal POV shot of Ricky's camera when he zooms past the figure of Angela to "look closer" at Jane's smiling reflection in the mirror.

The hand and stomach on the film's poster do not belong to Mena Suvari, but are in fact those of actress/model Chloe Hunter.

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.

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.

The scene where Lester attacks Carolyn's feet with a remote control car was also unscripted, and Annette Bening's surprise and annoyance are a real reaction.

The shot where Annette Bening screams after her failure to sell the house was done in one take.

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.

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.

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.

Sam Mendes gave Allison Janney a book of paintings by Edvard Munch. He told her, "Your character is in there somewhere."

Executive producer Steven Spielberg personally recommended Sam Mendes to direct this film.

Angela's surname is Hayes, another reference to Lolita Haze from Vladimir Nabokov's novel, Lolita.

The self-help tapes that Carolyn listens to are made by a "Dr. Alan Ball." Alan Ball is the film's screenwriter.

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."

Kevin Spacey and Annette Bening were both the first choices of Sam Mendes for the roles of Lester and Carolyn, although the role of Lester Burnham was originally offered to Chevy Chase and Tom Hanks (who later starred in Mendes's follow-up project, Road to Perdition (2002)).

The Spartanettes' dance routine was choreographed by singer Paula Abdul.

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.

This film marked the first Best Picture Oscar victory for a DreamWorks (SKG) production. Saving Private Ryan (1998) was the first film released by DreamWorks to be nominated for that category.

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.

In one of many references to Lolita (1962), "Lester Burnham" is an anagram for "Humbert learns."

Kirsten Dunst, Sarah Michelle Gellar, Brittany Murphy and Katie Holmes were all offered the role of Angela, but turned it down. Tiffani Thiessen tested for the same role but failed the audition.

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.

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.

Jessica Biel was originally cast as Jane Burnham but had to drop out due to conflicts with 7th Heaven (1996) producer Aaron Spelling. The part then went to Thora Birch.

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. 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."

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.

The Smiley Burger fast food restaurant is actually a Carl's Jr.

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.

Terry Gilliam turned down the chance to direct the film.

Kevin Costner, Jeff Daniels, Woody Harrelson, John Travolta and Bruce Willis were considered for the role of Lester Burnham.

To prepare Wes Bentley for the role of Ricky, director Sam Mendes provided him with a video camera, telling the actor to film what Ricky would.

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 classic thriller Blue Velvet (1986) has been considered an strong influence behind the film. Both films explore the darker side of American suburbia.

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.

A shot where Lester and Ricky share a cannabis joint behind a building came from a misunderstanding between Conrad L. 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".

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."

Kevin Spacey, Annette Bening and Conrad L. Hall worked for significantly less than their usual rates.

For the 72nd Academy Awards, in which the picture and Kevin Spacey were nominated, Spacey reprised Lester Burnham In a sketch with host Billy Crystal in which Lester's opening shower scene is spoofed as the shower scene from Psycho (1960)

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).

In the original script, Lester enjoyed country music, much to the annoyance of Jane and Carolyn.

The bartender at the restaurant where Ricky works is producer Bruce Cohen.

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."

Despite Steven Spielberg's support, DreamWorks and Mendes fought constantly over the schedule and budget-although the studio interfered little with the film's content.

The high school campus scenes, including the Spartanette dance sequence in the gymnasium, were shot at South High School in Torrance, California.

Chevy Chase turned down the role of Lester Burnham due to his policy of only doing family films.

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".

Holly Hunter and Helen Hunt were considered for the role of Carolyn Burnham.

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!?"

Angela is the only blonde on the school's cheerleading squad, the "Dancing Spartans."

The film cast includes three Oscar winners: Kevin Spacey, Chris Cooper and Allison Janney; and one Oscar nominee: Annette Bening.

The video for "Cancer for the Cure" by Eels can be seen on a television Jane and Angela are watching.

There is a poster for metal band Orgy's first album "Candyass" on the wall in Jane's bedroom, as well as The Prodigy's "The Fat of the Land" and Alanis Morissette's "Supposed Former Infatuation Junkie," some of the most popular music albums of the 90s.

Kevin Spacey loosely based Lester's early "schlubby" deportment on Walter Matthau.

Majandra Delfino and Kate Hudson auditioned for the role of Angela.

This movie almost became the fourth film in Oscar history to win all top 5 awards. Others being It Happened One Night (1934) One Flew Over the Cuckoo's Nest (1975), and the The Silence of the Lambs (1991). Annette Bening not winning best actress is the only one that stopped it from getting a clean sweep.

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).

Frank "Ricky" Fitts was the real name of the popular 1970s gay porn star Dick Fisk, who died in a car accident in 1983. He looked remarkably similar to Wes Bentley, although shorter.

Included among the "1,001 Movies You Must See Before You Die," edited by Steven Schneider.

Conrad L. 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.

The cover of the John Coltrane record "Coltrane Jazz" (Atlantic, 1961) can be seen briefly on a shelf in Ricky's room.

Sarah Michelle Gellar turned down the role of Angela due to her commitment to Buffy the Vampire Slayer (1996).

Peter Gallagher previously starred in The Player (1992). Thomas Newman composed the music for that film, as well as American Beauty (1999). Also both films are satires; The Player focuses on Hollywood and American Beauty focuses on suburbia.

Sam Mendes's directorial film debut.

Both Oscar winners Kevin Spacey and Chris Cooper got their film career starts playing New York subway criminals. Spacey played an untitled mugger in Heartburn (1986) while Cooper played a pyromaniac in Money Train (1995). Spacey and Cooper previously co-starred in A Time to Kill (1996).

Kevin Spacey and Peter Gallagher previously appeared in Long Day's Journey Into Night (1987) and The Murder of Mary Phagan (1988), and such fact makes their first scene in this movie kind of funny when Spacey's character says to a clueless Gallagher "We've met before".

Leelee Sobieski auditioned to play Jane.

An early scene showing the Burnhams leaving home for work was inserted later on to show the low point that Carolyn and Lester's relationship had reached.

Mena Suvari's 1st nude scene.

Thora Birch's 1st nude scene.

Conrad L. 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 L. 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.

Principal photography lasted about fifty days from December 14, 1998 to February 1999.

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.

Sam Mendes insisted on two weeks of cast rehearsals, although the sessions were not as formal as he was used to in the theatre, and the actors could not be present at every one.

Part of Lester Burnham's line to his wife Carolyn Burnham, "come on baby, I'm ready!" was used while advertising movies on the radio early in the new millennium.

Mike Nichols was considered to direct the film, but he turned the film down.

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.

The first film to win Best Picture at the Academy Awards, Producers Guild of America Awards, BAFTA Awards, and Critics' Choice Awards, as well as Best Picture - Drama at the Golden Globe Awards.

The only film that year to be nominated for Best Actor and Best Actress Oscars.

The movie was named as one of "The 20 Most Overrated Movies Of All Time" by Premiere.

Mena Suvari and John Cho also starred in American Pie (1999) the same year making them the only actors to star in two movies with American in their titles in the same year.

Christopher Greenbury was the initial editor, but had to leave halfway through post-production because of a scheduling conflict with Me, Myself & Irene (2000) (which Chris Cooper also starred in). Sam Mendes and an assistant edited the film for ten days between the appointments.

Annette Bening's Best Actress Oscar nominated performance was the only nominee in the category in a Best Picture nominee that year.

Marissa Jarrett Winkour's role in this film brought her to the attention of producers who cast her as Tracy Turnblad in the musical Hairspray.

The only film in which Kevin Spacey won an acting Oscar for his performance in a film which won Best Picture.

Kevin Spacey's wife in The Ref (1994) is named Caroline Chasseur. Lester Burnham's wife played by Annette Bening is named Carolyn Burnham. Both movies make reference to suburban life.

Jane Burnham's phone number (as listed in her phone book) is 555-1251.

Carolyn Burnham's business phone number (as seen on the Burnham Realty sign) is 555-0195.

Angela Hayes' phone number (as seen when Lester calls her using Jane's diary) is 555-0120.

Lester Burnham's phone number is 555-0199.

The song Carolyn is singing along to in the car is "Don't Rain on My Parade," a cover by Bobby Darin. Kevin Spacey would later go on to play Bobby Darin in Beyond the Sea (2004).

The film is a dark drama about a frustrated middle-aged man whom develops a crush on his teenage daughter's best friend and his teenage daughter falling in love with a erratic young man whom lives next door with his abusive homophobic father.

Sam Mendes: [Water marks the event of a death]

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.

In the original version of the script, there was a separate story that included Frank Fitts (Chris Cooper) having a gay lover who died in Vietnam.

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.

The original script was topped and tailed with scenes of Ricky and Jane in jail and on trial, and other events surrounding their arrest.

DIRCAM(Sam Mendes): Near the end of the film, when Ricky opens the kitchen door to discover Lester, the hand opening the door (to reveal the blood on the table) is that of director Sam Mendes.

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.

Director Sam Mendes confirmed that despite their faces not being visible, Annette Bening and Peter Gallagher performed their sex scene without body doubles. Mendes remarked that Benning's yoga training was advantageous.

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".

Kevin Spacey was sick with the flu at 3 in the morning when he had to film the scene of Lester being kissed by Colonel Fitts.

Carolyn's private breakdown in her bedroom over Lester's murder was not in the script. Annette Bening wanted a scene in which Carolyn grieves, and came up with the idea of embracing Lester's clothes.

Ricky tells Lester "Never underestimate the power of denial" earlier in the movie, then later Lester is shot after denying Col. Fitz.

Thora Birch did the topless scene herself without the use of a body double or computer graphics.

The 1st film which both Mena Suvari and Thora Birch have appeared naked on-screen. Jane removes her shirt and bra whilst being recorded on camera by Camera and Angela has her blouse unbuttoned by Lester, which she reveals she is not wearing a bra underneath in the scene which Lester is about to have sex with Angela on the couch.

In the narrative behind why Frank shot and killed Lester. Frank was mad because he had wrongly jumped to the conclusion that Ricky and Lester were having a homosexual affair and thought that Ricky was giving him a blowjob, when actually Ricky was rolling Lester a joint and Frank, a repressed homosexual, tried to kiss Lester, thinking Lester is gay and Lester denied him. Frank got confused and he decided to shoot Lester for sexually messing around with Ricky.

In the film, Ricky reveals that he was committed to a psychiatric facility by Frank, but the reasons for it was unknown. In the film, there is no mention of Ricky having a mental disorder and if he has Asperger syndrome or autism. However, it's possible Ricky's eccentric behavior and drug use may had been a result of Frank inflicting emotional abuse upon him However, it's possible Frank may had put Ricky in a psychiatric facility to punish him for being rebellious, for his eccentric behavior, lack of discipline or for an incident that may had occurred at the military school Frank sent Ricky to.

The point of Jane's topless scene in the film is that it is about Jane's transformation from a girl to a woman and that Jane is opening up to Ricky about her insecurities by baring herself to him and that the scene is about coming of age and about how you deal with and accept change.