Claudia was the first character created, and the other characters were branched off from her.

Aimee Mann's music inspired Paul Thomas Anderson to write the script and at least one lyric (and possibly more) from an Aimee Mann song was lifted and used as dialogue. In the song "Deathly" the lyric goes: "Now that I've met you / Would you object to / Never seeing / Each other again". In the film, Melora Walters's character says "Now that I've met you, would you object to never seeing me again?"

Paul Thomas Anderson wrote the bulk of the script during two weeks he spent at William H. Macy's Vermont cabin - afraid to go outside because he'd seen a snake.

When Paul Thomas Anderson approached George C. Scott about playing the role of Earl Partridge, Scott threw the script across the room, saying "This is the worst fucking thing I've ever read. The language is terrible."

The story about the man being killed by a gunshot while falling off a building has for years been used as a hypothetical case in criminal law classes to illustrate causation.

Jason Robards' last feature film.

Philip Seymour Hoffman stated during the deathbed scene, everything after Frank's "I'm not going to cry for you" was improvised by Tom Cruise. Cruise didn't feel the scripted lines worked and Paul Thomas Anderson told Cruise to think of when his own father died and to let it move him. During the next take Cruise broke down sobbing, resulting in the scene seen in the film. Hoffman stated Phil's reaction to Frank sobbing was his own, since he didn't know Cruise would enter such a zone and he felt the purity of Cruise's emotion.

Almost every location contains at least one picture or painting of a magnolia.

The telephone number (877) TAME-HER is shown on the "Seduce and Destroy" infomercials within the movie. Dialing this number used to give a recording of Tom Cruise giving the Seduce and Destroy pitch.

Exodus 8:2 is alluded to over a hundred times throughout the movie.

Paul Thomas Anderson made a visit to the set of Eyes Wide Shut (1999), where he offered the role of Frank T.J. Mackey to Tom Cruise.

Jason Robards's character in the film suffers from terminal brain and lung cancer. Robards coincidentally died of lung cancer a year after the film was released.

According to Philip Baker Hall, the scene where Frank T.J. Mackey visits Earl Partridge on his deathbed is loosely based on Paul Thomas Anderson's experiences of watching his father, the late WABC-TV announcer Ernie Anderson, die of cancer.

Musician Fiona Apple is responsible for many of the paintings seen throughout.

This was originally supposed to be a short and intimate film. But the more Paul Thomas Anderson worked on the characters the more intricate it became. So the plot expanded from there.

Paul Thomas Anderson wanted to cast Burt Reynolds for an unspecified role. But Reynolds became angry with Anderson during the promotional tour for Boogie Nights (1997) and turned the role down.

After the financial and critical success of Boogie Nights (1997), New Line Cinema told Paul Thomas Anderson that they would bankroll whatever he fancied making afterwards. Anderson readily agreed to this as he figured that it was very unlikely that he would ever be in that position again.

Each line in the "Wise Up" scene is in reference to what the character singing is going through. When Claudia sings, "It's not what you thought when you first began it" this refers to her cocaine addiction. Jimmy's "You're sure there's a cure, and you have finally found it" refers to his cancer. Donnie's "You think one drink will shrink you 'til you're underground and living down" refers to his drinking. Linda's "Prepare a list for what you need before you sign away the deed" refers to her dying husband's will.

In an interview with Marc Maron in January of 2015, Paul Thomas Anderson was asked if he had the opportunity to re-cut the film. He replied, "I'd slice that thing down. It's way too fucking long. It's unmerciful how long it is." He added that "maybe a few" trajectories in the film's plot lines could've been eliminated.

The murder of Edmund Berry Godfrey, mentioned in the prologue, occurred on October 12, 1678 and the three men (Green, Berry and Hill) executed for the murder were done so on evidence provided by Miles Prance, who later pleaded guilty to perjury. The mystery is still unsolved.

Paul Thomas Anderson said this was his favourite film of his own at the time of release.

One of the books Stanley is reading at the library is about scientist Charles Fort, who is noted for his work expanding the boundaries of scientific research to include strange phenomena such as those featured in the film.

Ingmar Bergman was a particular fan of the film.

The title "Magnolia" not only refers to Magnolia Boulevard in Los Angeles, where much of the movie takes place, but is also similar to the term Charles Fort (who is referenced many places in this movie) coined for a hypothetical region where things that fall from the sky come from - "Magonia".

The phone number that Phil (mis)dials looking for Frank, (818)775-3993, is later revealed to be the number to Linda's pharmacy (printed on the prescription bag).

Paul Thomas Anderson screened the film Network (1976) to his production team before filming began.

When Jim Kurring (John C. Reilly) loses his gun, a person wearing a hooded jacket appears very briefly. It is actor Orlando Jones, whose scenes were left on the cutting room floor.

Fiona Apple is also uncredited as the voice of the wrong number that Phil Parma calls in an attempt to find Frank T.J. Mackey.

Paul Thomas Anderson also designed the poster and cut the trailers for the film.

The Mason symbol is on various walls in the WDKK studio. When Jimmy Gator's producer puts his hand on his shoulder, before the show starts, we see he is wearing a ring with the Mason's symbol on it. Similar to the Masonic farewell, "We met upon the level and we're parting on the square", the phrase is a Kipling quote, "tried on the square" is part of the official Masonic farewell. One of Stanley's library books is "A History of Masonry". The 82nd Mason lodge (8 and 2 being prominently featured throughout the film) is located in Magnolia, Arkansas.

The trailer for the movie features shots filmed especially for it, featuring each character, in a specific location from the film in which they where prominently featured, looking directly at the camera and saying their name. They are (in order): Stanley Spector in the library, Jimmy Gator on his show's set, Donnie Smith in a dentist's chair, Earl Partridge in his death bed, Frank T.J. Mackey in the interview chair, Linda Partridge in her car in the rain, Phil Parma at Earl's front door, Rose Gator in her car at an intersection, Claudia Wilson Gator at the restaurant, Jim Kurring at the police station, and a frog sitting on the green light of a traffic light with a magnolia rising and blocking it out. Ricky Jay narrates the trailer.

Everytime we see Donnie (William H. Macy) in his car, the same song is playing on the radio ("Dreams" by UK artist Gabrielle).

New Line wanted to push the film as a Tom Cruise movie but Paul Thomas Anderson refused, saying it was an ensemble piece. He ended up designing the poster and editing the trailer himself.

Claudia Wilson Gator snorts cocaine off of a CD jewel case. The CD is "I'm with Stupid" by Aimee Mann, who wrote and performed several songs for the film.

The credits for the "What Do Kids Know?" game show give the web address which led directly to the movie's official website. The web address "" led to the film's official site, too. Both these links are now dead.

In the Smiling Peanut bar there is a chalkboard that lists two teams, "The Frogs" and "The Clouds". Both are plays by the ancient Greek comedic playwright Aristophanes.

At the time of release, Paul Thomas Anderson stated that he really felt "that Magnolia (1999) is, for better or worse, the best movie I'll ever make".

One of Stanley Spector's books on the table in the library is "Learned Pigs and Fireproof Women" written by Ricky Jay, who narrates and stars in the film.

Paul Thomas Anderson is the son of former ABC-TV announcer Ernie Anderson, who started his career as a Cleveland late-night monster-movie host named "Ghoulardi". Paul Thomas Anderson's production company is called Ghoulardi Pictures. One running Ghoulardi gag was to make fun of Parma, Ohio, a Cleveland suburb known for its Polish population. Philip Seymour Hoffman's character is named Phil Parma. One of Ghoulardi's catch phrases was "Stay sick!" When Donnie Smith (William H. Macy) remarks to Thurston Howell (Henry Gibson) that he is sick, Thurston replies, "Stay that way."

John C. Reilly was tiring of always playing heavies so he asked Paul Thomas Anderson to write him a part in which he falls in love with a girl.

During the end credits of "What Do Kids Know?", the final production note is that the program was a Partridge Production, referring to Earl Partridge. The only other reference to Earl as a television producer comes from his son Frank Mackey during his interview with Gwenovier. When asked about his parents line of work, Frank responds that his father worked in television and that his mother was a librarian.

The story of the scuba diver being dropped from an airplane is a debunked urban legend.

Paul Thomas Anderson recently admitted that he finds the film far too long now, and would have cut some of the story lines from the finished product. He never specified what stories he would have cut.

The word "fuck" is used 190 times.

In William H. Macy's bar scene, the video game seen in background is Frogger (1981).

In one of the early versions of the script, Paul Thomas Anderson proposed making it clear to the audience that all the events took place in a very small area, like one square mile or ten square blocks. It was later decided this would take too long to clarify and would confuse people.

Luis Guzmán is credited as himself.

There were reported walkouts when Magnolia (1999) was first released into cinemas.

In the film, the main cast sings along to Aimee Mann's "Wise Up", which was used in the film Jerry Maguire (1996), also starring Tom Cruise.

According to her official site, Miriam Margolyes asked not to be credited in this film due to the size of her role.

Tom Cruise loved Boogie Nights (1997) so much, he asked Paul Thomas Anderson to consider him for a part in his next film. Cruise, while initially rather terrified at playing such a change in pace, relished the role as it was so completely different from the repressed character he played in Stanley Kubrick's Eyes Wide Shut (1999).

Filming lasted 90 days, though it was originally scheduled to be 77.

In every living room there is a picture of a flower on the wall.

The unspoken name of the kid who raps in the beginning of the film is Dixon.

During the game show scene, a lot of talk is about a movie audition, with Alan Thicke and Corey Haim, about destroying a high school. This refers to Demolition High (1996).

Tom Cruise turned down the role of Jericho Cane in End of Days (1999) to do this film. The role eventually went to Arnold Schwarzenegger. However, Miriam Margolyes appears on both films.

Claudia calls herself Claudia Wilson instead of Claudia Wilson Gator since she doesn't want to be associated with her father Jimmy Gator. Frank T.J. Mackey changed his name and lies that his father isn't alive and that his mother is so he won't be related to his father Earl Partridge.

According to Thomas Jane, he was supposed to play two different characters in the film. But the scheduling overlapped with Under Suspicion (2000) so he was only available for the brief cameo as the young Jimmy Gator.

The film cast includes three Oscar winners: Philip Seymour Hoffman, Jason Robards, and Julianne Moore; and six Oscar nominees: Tom Cruise, William H. Macy, John C. Reilly, Melinda Dillon, Felicity Huffman, and Paul Thomas Anderson - who has a cameo role in the film.

Marlon Brando was considered for Earl Partridge.

Philip Baker Hall and Jason Robards' characters opt to take a smoke from their cigarettes, but choose not to before they confess of their regrets, and only one of them actually lights it.

Jimmy Gator mentions that "What Do Kids Know?" is endorsed by the "P.T.A." or "Parent Teacher Association." "PTA" is also the initials of the film's director Paul Thomas Anderson, and a common nickname for Anderson.

Paul Thomas Anderson had the idea of calling the film Magnolia (1999) from the outset.

Pat Healy plays two characters in the movie: Sir Edmund William Godfrey, who is murdered by the three thieves in the first scene, and the young pharmacist Julianne Moore yells at.

Henry Gibson's character is named Thurston Howell, which was Jim Backus' character's name on Gilligan's Island (1964).

Paul Thomas Anderson was given final cut for the film, by New Line Cinema, before he presented them with a detailed account of what the film was actually about.

The story at the beginning about the boy being shot as he is falling out of a window is an urban legend.

Included among the "1001 Movies You Must See Before You Die", edited by Steven Schneider.

This was originally intended to be a small-scale film but as Paul Thomas Anderson's ideas came together, he realized that there were a lot of actors he wanted to create parts for so the project blossomed into something much bigger.

The two quiz kids Donnie Smith and Stanley Spector break into different buildings the same night. Donnie breaks into his old job to get money from a safe and Stanley breaks into the library to read.

At 188 minutes, this is Paul Thomas Anderson's longest film to date.

To elaborate, the final riddle is never answered but gives the notes B-E-E. The letter "B" resembles an "8" and there are two letter "E's" in BEE. Another 8:2 reference.

The WWDK show director's assistant is played by William Mapother, who is Tom Cruise's cousin in real life.

Tom Cruise (Frank T.J. Mackey) shares the screen with Philip Seymour Hoffman (Phil Parma) in a scene in this movie. In Mission: Impossible III (2006) both Tom Cruise and Philip Seymour Hoffman are featured against each other as Ethan Hunt the main protagonist and Owen Davian the main antagonist respectively.

In Claudia's house there is a clove of garlic. The clove of garlic is 8 by 2, alluding to Exodus 8:2 as do many parts in the film.

The film is included on Roger Ebert's "Great Movies" list.

Debra Winger was considered for Linda Partridge.

The game show cards Jimmy Gator reads say "Our Kids Teach Us" on the back.

Many actors who appeared in this film also appeared in many David Mamet films: William H. Macy, Philip Seymour Hoffman, Felicity Huffman, Clark Gregg, and Ricky Jay. The cast also includes many regular faces of many Robert Altman films: Julianne Moore, Henry Gibson, Philip Baker Hall, and Michael Murphy. Paul Thomas Anderson is a huge fan of Altman. Both director's surnames also start and end with the same letters, "a" and "n".

Julianne Moore and Philip Seymour Hoffman previously appeared in Boogie Nights (1997), also directed by Paul Thomas Anderson and were reunited for the final films in the Hunger Games franchise films.

Both Tom Cruise and John C. Reilly appear in this film and Days of Thunder (1990). However they share no scenes in Magnolia.

During the scene when Jimmy Gator is on the phone to his wife there is a TV on in the background behind his wife. The program is Sunset Beach, the short lived daytime soap. There are 2 characters you can see - Vanessa Hart and Meg Cummings.

Thomas Jane: A barely recognizable cameo as a young Jimmy Gator.

Paul Thomas Anderson: Anderson is seen immediately after the start of the show "What Do Kids Know?" confiscating from a member of the audience an "Exodus 8:2" sign.

Paul Thomas Anderson: [Iris In/Out] The very first story of the prologue is shot like a silent film. The first shot opens with the Iris In technique, used frequently during the silent film era to open and close shots.

Over 7,900 rubber frogs were made and used in the frog scenes. The rest were created by CGI. No real frogs were harmed during production.

After the frogs start to fall, Jim Kurring and Donnie Smith take cover under a Mobil gas station. The original name of Mobil was Magnolia Petroleum.

Exodus 8:2 KJV reads, "And if thou refuse to let them go, behold, I will smite all thy borders with frogs."

Jimmy Gator, a quiz show host, claims that "the book says, we might be through with the past, but the past ain't through with us." The reference is to the opening sentence of The Natural History of Nonsense, a book debunking superstitious beliefs published in 1946 by Bergen Evans, a professor of English at Northwestern University. Professor Evans served as the host of several television quiz shows in the 1950s (Down You Go (1951), It's About Time (1954), and Super Ghost (1952)). Among many other topics, Evan's book discusses the belief that it sometimes rains frogs, an event that features prominently in the movie.

The numbers 8 and 2 appear frequently throughout the film: - The first weather forecast: 82% chance of rain. - The gambler in the prologue needs a 2 in blackjack, but instead gets an 8. - The coil of rope on the roof when Sydney commits suicide. - One of the posters held up in the 'What Do Kids Know' audience. - The movie poster at the bus stop on Magnolia Blvd. - The placard on the third hanged convict. - Jim Kurring's box number at the date hot line. - Sydney Barringer's mother and father's apartment number is 682. - The forensic science convention starts at 8:20. - Delmer Darion flips over a stack of cards to reveal the 8 through 2 of diamonds. - Right after Jim Kurring sees Donnie Smith climbing up the building, you can see a flash of a sign on the side of the road that says "Exodus 8:2" (it's visible again when the frogs fall and hit Kurring's car) - The number on the fire fighter's plane. - In Marcy's mug shots, her criminal record number is 82082082082. - In the Smiling Peanut bar, there is a chalkboard visible with two teams, The Frogs and The Clouds, and the score is 8 to 2. - Spray painted on the cement as graffiti next to Dixon. - The kids were two days away from entering their eighth week as champions. - Quiz Kid Donnie Smith won his 100, 000 dollars on 28 April 1968. - The first two numbers of the Seduce and Destroy Hotline (1-877-TAME-HER) are 82. - Claudia proposes 8:00 for a date with Jim, but Jim says he doesn't get off work until 10:00, so the date is set for 10:00, 2 hours later than the original suggested time. - At the police station in the beginning of the movie, the clock says 8:02. - When Donnie enters the Smiling Peanut bar, the song "Goodbye Stranger" is playing. We hear the song playing from exactly 28 seconds after it's started. - Frank says "Respect the cock, and tame the c*nt" which is 8 syllables, and then right after says "Tame it!" which is 2 syllables.

Paul Thomas Anderson has said that he was unaware that the story of frogs falling from the sky is in the Bible (he took it from Charles Fort's writing) when he wrote the screenplay. The Bible story of the plague of frogs was brought to his attention by Henry Gibson prior to filming. After he became aware of the story, Anderson worked references to Exodus 8:2 into the movie.

The furniture store and Mobil station next to it (where the frogs scene is shot) is at the corner of Sherman Way and Reseda Boulevard, in Reseda, California, about a block away from the disco club seen in Boogie Nights (1997).

Along with the scenes further explaining The Worm, there were many other scenes and dialogue exchanges included in the script but not used for the final film, including: - A scene in which Jimmy talks with Paula, the dancer he is sleeping with in the opening credits. - Extended dialogue between Gwenovier and Frank, about "Subjective human experience and terrible things", which was referenced in the final cut but not shown. - A brief dialogue between Jim and Claudia after he asks her on a date, in which they both find they have the same favorite restaurant. - We see what happens to Stanley between the events of that day's game show, and him talking to his sleeping father. - Further explanation during Earl's monologue concerning the reasons why he mistreated his first wife. - The tone of Frank's confrontation with his father is considerably different, with him showing less hostility, more genuine sympathy and concern, and attempting to wake him up. - It is made clear in the script that Jimmy doesn't survive the fire in his house caused by the destroyed television. - We see Marcie's confession for what happened to the "guy in the closet".

Following the Exodus 8:2 theme that is throughout the movie, just before the attempted suicide of Sydney Barringer, to his left below his feet against the wall, wire is coiled up forming the number 8:2.

When the frogs are falling, we see a caption on a picture in Claudia's apartment, "but it did happen". And it did. This happens when storms pass over a lake teeming with frogs, picking them up and dumping them elsewhere. This happened in the town of Villa Angel Flores in Mexico after a tornado picked up a cluster of toads and dropped them over the town one evening in June, 1997.

Dixon's last line in his rap song about the Worm says "If the sunshine don't work, the good lord bring the rain in!" This foreshadows how the weather will play out throughout the movie. When he tells Officer Jim Kurring "I told you who done it and you're not even listening to me." He's saying his father called "The Worm" is who killed the person in Marcy's closet. Dixon is Marcy and "The Worm's" son.

The more it rains, the more chaotic the characters and pacing is. The calmer the weather, the calmer the characters and pacing.

The film's climax famously involves a rain of frogs. This actually happened to Philip Baker Hall when he was vacationing in Italy.

Many things happen in pairs throughout the movie. Two characters are named Jim. Two women take drugs (Claudia and Linda). The game show host (Jimmy Gator) and game show producer (Earl Partridge) are dying of cancer. Both of those characters also cheated on their spouses and have children that denounce them. There are two quiz kids (Donnie Smith and Stable Spector). There are two caretakers: Officer Jim Kurring for Claudia and nurse Phil Parma for Earl Partridge. Two characters are humiliated on television simultaneously: Frank T.J. Mackey at an interview and Stanley Spector on a game show. Voice over is heard when Jim Kurring takes a shower towards the beginning of the movie and Claudia towards the end. Both Jimmy Gator and Donnie Smith mention the catchphrase "Rub-a-dub" and they also drink. Frank T.J. Mackey and Donnie Smith say "Go! Go! Go!"

Corey Haim is mentioned by name twice in the film, and his personal life encapsulated many of the themes. Like Donnie and Stanley, Haim was a child celebrity who suffered at the hands of neglectful parents. Haim also used drugs to cope with the trauma that resulted from being a victim of sexual molestation as a child, like Claudia.

In relation to the 8:2 references throughout the movie, Magnolia is an 8 letter word where the letter A not only appears twice, but in the second and eighth letters in the word.