The Making of the Pretty Woman Fairy Tale

WHENEVER SOMEONE TRIES TO MAKE A POINT ABOUT A movie title’s crucial significance towards the movie’s success, invariably the case of Pretty Woman comes up.

The argument goes that $3000, as Jonathan Lawton first typed it on the title page of his spec, would’ve been a terrible name for a movie. And that kept that name, the film would’ve bombed. So we’re supposed to take it as a shrewd move by Disney, who bought the right, to change the title from a cheap sum of money to a classic rock song that dovetailed perfectly with the film’s plot.

But much less fanfare is made about the fact that the title was not the only thing they changed about the screenplay. They also changed the beginning. And for that matter, the end. Oh yeah, some of the middle, too.

How could you change the beginning of a movie and the end of a movie and still think it’s the same movie? In this case, you really can’t. The script went from a nourish subversion of the fairy tale genre, to an actual modern day fairty tale, as a movie. Disney at its finest.

I didn’t actually know this before I read the original script, found here, and rewatching the movie, available on iTunes, but the changes are illuminative, so if you’re interested, I’ll walk you through them.

SPOILER WARNING: This post discusses the major plot points, including the ending, to a movie that came out when you were 4 years old, and that you’ve probably watched half a dozen times.

THE BEGINNING: The setup tells us who the characters are. We first meet Vivian Warn (Julia Roberts) in the script, hopping out of her car for her first “date” of the night, and getting back on the street, where she chases down her friend, Kit de Luca (Laura San Giacomo), to earn some money that night so they can pay their rent. Vivian’s always picking up after her lazy friend and she’s kind of sick of it.

In the script, Vivian’s a lifer. She’s a predator. She’s a prostitute through and through. She even pushes Kit to take on more work. Here’s how Lawton describes her:

Dressed in a tight purple leather mini-skirt, black stocking and a white imitation fur jacket, Vivian is twenty-two years old. She has been hooking for over six years.

Heavy make-up gives her pretty face a dangerous and hard look. She lights up a cigarette and takes a drag. She moves gracefully on spiked heels across the grime-covered sidewalk. She owns this section of the boulevard.

After six years on the street she has seen it all. She has done everything and will do anything. Humiliation is for the shy. Fear is for the innocent.

In the movie, not so much.

We first meet Vivian in her apartment getting ready for the night. Far from being above humiliation, she seems reluctant to make her way to the street alone. She seeks out her friend, needing company and mutual protection. She is fearful. For she is innocent.

Vivian’s not a professional so much as a victim of circumstance.

Meanwhile, Edward Lewis (Richard Gere), in the script, shows up to the boulevard looking for some company for the night.

Edward stares at Vivian coolly, as if still debating. His eyes look at her as if studying a label on a bottle of wine. He makes a decision.

EDWARD: Yes, hop in.

Contrast this to the movie, where we have that famous scene of Edward not being able to drive the stick shift sports car of his lawyer friend, lost on his way back to his hotel in the wrong part of town, needing directions and not really knowing what to do in these situations.

Edward’s not a john. He doesn’t meet Vivian because he wants to get laid. He meets her because he needs help. Their first encounter is a matter of pure kismet, which is actually an important contrast in genre.

In noir, characters are brought together by their own trappings. A hooker will meet a john. Their story lines won’t touch so much as crash. Their own flaws set these characters on a collision course that the story then fulfills. But in a romantic comedy, the first meeting must be by chance. There’s always an element of serendipity.

Harry only meets Sally because she’s giving him a ride to New York. Toula meets Ian when she’s working in her aunt’s travel agency (after she had already served him coffee at her father’s diner). This is such a trope that they made an entire movie about the tropeness of the trope. (I’m looking at you, Serendipity.)

We could never like Vivian if she were really a hooker. We could never like Edward if he were really a john. The script makes clear that they are. The movie goes out of its way to insist that they’re not.

THE MIDDLE: When people say that a story has a middle, they’re basically saying that something happens to the characters you meet at the beginning that make them different from where they’re left at the end.

Contrast that with a sitcom like Seinfeld, where the characters we meet in the first episode are the exact same characters we meet in the last episode. Nothing in their lives has changed. None of them are married. They do not have children. They have not learned any lessons in life. They are the same self-absorbed single New Yorkers that we met on day one that we leave in jail on the last day. They haven’t grown at all.

In Pretty Woman, what must happen in the middle is Vivian externally changing from a hooker to a princess. But what must also happen is for Edward to be internally changed by meeting Vivian: from a heartless capitalist, to a man with a soul.

Her circumstances in life arcs from someone that needs to be a hooker to make ends meet, to someone who’s going to use the money that Edward gave her to change her life. Meanwhile Edward, who already has money, but lacks compassion, needs Vivian to teach him how to be human.

In the script, Edward’s a viking capitalist through and through. He takes over the shipping company, screws the old man, and never apologizes. We don’t like Edward. We’re not supposed to like Edward. This is noir. This is who he is. Live with it. The world’s an unforgiving place, and Edward’s an unforgiving person.

But in the movie, we have to like him. Why would we want them to get together if we don’t like them? He has to transform from the hard-nosed negotiator that we meet in the dinner scene, to a big softie, one who no longer wants to take over the navy construction company, but uses his expertise to save it. And he has to soften up because he’s met Vivian.

The prince saves the princess from the dragon. The princess saves the prince from himself.

THE END: Any gun you want to shoot in the third act, Chekhov once wrote, you must place on the wall in the first act. So for Edward to overcome his fear of heights, he had to have a fear of heights to begin with.

This was, in fact, so completely fabricated, that they had to delete a scene from the script where he rides around in a helicopter touring the naval yards he’s trying to purchase. In the film, they just show him projecting a video of the yards in a conference room. And afraid to step out on the balcony of his penthouse suite.

All so we get our storybook ending of Edward showing up in his white chariot, with this umbrella as a sword–they also had to add a rain contrivance in LA just to put the umbrella in his hand–and climb the fire escape to rescue Vivian. What does she do once she’s rescued?

She rescues him right back, of course.

Vivian’s no longer a hooker. Edward’s no longer a viking. Each of their lives is the better for having met each other. It’s an amazing ending, and the film knows it. No, really, it self-consciously knows it. The final words aren’t something that Edward or Vivian say, but rather:

This is Hollywood. The land of dreams. Always time to dream, so keep on dreaming.

The movie must end happy. It’s a fairy tale. What would the point of the movie be if it didn’t have a happy ending? Well, it would be real life, that’s what’d it be. And real life makes for great noir, but terrible cinema.

In the script, Edward himself drops Vivian off on the corner of her apartment, hands her the money, and drives off for the airport.

Vivian is still pounding as the car pulls away. In a final gesture of rage she throws the envelope at the car and it breaks open as the car peels off. The money scatters across the gutter as the car drives away.

Vivian falls to her knees, weak and crying. She can barely breathe. She is completely broken. She wipes the tears from her cheeks. She looks down the street. The Mercedes is gone.

She reaches down in the gutter and starts to pick up the money.

Can you imagine a sadder way to end this story? Of course not. But that was kind of the point.

I REWATCHED THE MOVIE WITH LADDAWAN, FILLING HER IN as we went along on all the changes. I told her that in the original script there’s no happy ending. He just drops her off on the curb and drives off.

“What the hell’s the point then?” she asked.

She couldn’t wrap her head around why anyone would make a movie about this woman being saved by a rich businessman, and then not save her. She loves Pretty Woman. She was so happy to rewatch. She enjoys the story so much almost specifically because it’s not real: “Any woman would be a prostitute if they got this ending,” she said to me, of the Edward climbing the fire escape to rescue her with the limousine.

But women don’t become prostitutes for this reason, and the ones who do, don’t get these endings.

It should also be noted that the biggest difference between any script and any movie is that a script is words on a page and a movie is, obviously, actors on a screen. No script can do justice to how adorable Julia Roberts was in this movie. An adorableness that has no place in noir, but is needed for us to fall in love with her in a rom com.

Because of Roberts’s acting, we don’t think of her as a bad person. She’s kind of a kid who’s in over her head. She doesn’t really want this life for herself, but she’s trapped. We more or less fall in love with her as Edward falling in love with her. We don’t think of her as a lost cause. We think of her as someone who just needs another chance.

We want him to save her.

In the end, I am not saying that the changes made to the script are improvements to the story. I am saying that these changes fundamentally shifted the story $3000 is trying to sell versus the one that Pretty Woman did tell. In fact, these versions are essentially opposite.

Lawton wrote $3000 to basically say, hey, you know those fairy tale stories you all love with those cute little happy endings? Well, those don’t really happen. They’re for the movies. Do you really think that a hooker could be saved by a millionaire? You’ve got to be kidding me. The world doesn’t work that way.

Fuck your happy ending. Fuck your Hollywood bullshit.

But then Disney took the script and said: you know those fairy tale stories where the commoner becomes a princess? Do you think it could still happen in the modern world? Do you think it could ever happen if the girl’s a hooker and the guy’s a millionaire?


In fact, if you’re into that, do we have a movie for you. You know you love happy endings. So here you go!

If you want it, we’ll give it to you. This is Hollywood, after all, Hollywood.

In the script…

  • Vivian’s addicted to drugs. She has trouble being holed up in the Beverly Hilton because she’s desperate for a fix. In the movie, she flosses her teeth. Hygiene’s important to her.
  • Edward can’t drive stick because his Mercedes is a rental. He returns the rental to LAX at the end after he drops off Vivian at her apartment. But if he were to have that rental in the movie, he wouldn’t need to use the hotel’s limo at the end to find her apartment. (And the limo driver wouldn’t know where she lived.)
  • Edward rents a mink specifically for the opera. Not the necklace.
  • There’s a long dinner scene between Edward and his lawyer, Philip Stuckey (Jason Alexander), where he explains how much money he saved using Vivian for the week over one of the high-end call girls from his usual service. Philip helps run this escort agency and has missed out on a commission.
  • The opera they watch is Aida, about the prince falling in love with a slave but forced to marry another. This fits the nourish ending, but when Edward and Vivian do end up together, the opera’s changed to La Traviata, about a doctor falling in love with a courtesan. Unlike the opera, our heroine does not fall dead at the end at her lover’s feet.
  • Philip recruits Vivian to join the escort agency he’s involved with. He does not attempt to rape her for sabotaging the deal as in the script the deal goes through exactly as planned. Edward does not have a change of heart.

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