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In his 2002 book What Just Happened?, producer Art Linson describes Tom Rothman as a gangly lawyer. "Our first encounter was chilly. He talked, I listened. He conducted the entire meeting with his back to me while he was organizing some papers behind his computer.

"Rothman...was short on humility." (pg. 37)

Linson says Rothman didn't want to cast Gwyneth Paltrow in Linson's remake of Great Expectations "because she has no chin." (pg. 99)

Rothman came off much better in the American Movie Channel's Backstory program on the 1998 comedy There's Something About Mary. Here are some highlights:

Director Bobby Farrelly: "It's a stalking movie. It's about stalking. And we've stalked."

Director Peter Farrelly: "Every guy's stalked."

Narrator: "In 1988, struggling writers Ed Decter and John J. Strauss came up with the idea of Mary for their first script."

Ed: "We heard a story about someone who hired a private detective to find their highschool girlfriend who they had lost touch with. And we said, what if this private detective was like us, a little bit sick, and was watching this girl and fell in love with her from afar, then reported back that he didn't find her or was undesirable."

Narrator: "The screenplay was quickly optioned but for a decade did nothing but collect dust. Enter Frank Beddor, a former actor and friend of the writers who was eager to become a film producer."

Frank: "I said, 'Do you have a script that I can revive or producer?' They said that Something About Mary was on a shelf at Interscope, and if you finagle it out of development, you can do with it what you like."

Narrator: "Beddor rescued the script out of turnaround and began looking for the perfect director."

Frank: "We decided to talk to the Farrelly brothers. [Ed and John] introduced me to them six years before and we used to drink beer and play pool together."

Narrator: "In three short years, Bobby and Peter Farrelly had gone from total unknowns to major Hollywood players. Their film Dumb and Dumber became the surprise smash of 1994. When Frank Beddor pitched the duo his project, the Farrellys signed on and gleefully punched up the script with their trademark shock humor."

Frank: "I pitched the executive at Fox on a chairlift at Sundance. I gave him the one-liner and I said the Farrelly brothers were interested."

Tom Rothman, Fox Film Group President Tom Rothman: "It was so far out there. When this movie was done, there had not been a real strong R-rated sex comedy since Animal House or Caddyshack.

"I read that script and my wife looked at me as if I were crazy. I was laughing and tears were coming out of my eyes."

Narrator: "Rothman quickly said yes to a script that the Farrellys had packed with both gross out humor and some personal experience."

Peter: "The scene where the guy gets tangled up in his zipper - that happened at our house to a friend of ours. Our sister had a party when she was 12 years old and the cool kid went to the bathroom and didn't come out for an hour. And our parents had to go in there and untangle him for quite a while."

Tom Rothman: "The matter of confounding, embarrassing or extravagant situation that the characters find themselves in, the characters are approached with love, sweetness and kindness."

Narrator: "To play the title role, the Farrellys needed an actress that was not only beautiful but possessed something extra that would make every characer crazy about Mary. They had one woman in mind - the beautiful and vivacious Cameron Diaz."

Frank: "There was no discussion. It was Cameron Diaz is Mary."

Peter: "She's the perfect woman. She hangs out with the guys. She likes to throw back a couple of beers. She likes sports. Yet you'd love to sleep with her. She's the perfect Mary."

Narrator: "But getting Cameron Diaz to agree with the Farrellys was another different matter."

Frank: "She said she didn't want to do it. Then her manager, Rick Yorn, said, 'You've got to read the script'."

Cameron: "I'd never read anything quite like it. It made me laugh."

Frank: "After she read the script, she said, 'Whoever has the balls to write this movie, I'd like to work with.'"

Narrator: "But Diaz was about to get a shocking peak at what working with the brothers Farrelly would be like. During their first meeting, Peter decided to show something very private."

Frank: "He has this ploy to show his own private parts."

Mark Iwin, cinematographer: "It's not exactly an ice-breaker but it's a way of indoctrinating people into his circle of friends."

John J. Strauss: "Anyone else, arrested, in jail. The Farrellys make it a treasured moment in your life that somehow they've dropped trou."

Frank: "Usually he has to have a straight person with him. And the straight guy will say, 'How's that melanoma?' Invariably, the third person with him will say, 'What is it?' Peter will say, 'No, it's nothing.' Then I will say, 'No, it's a big bump. Show her.' So the person leans in."

Mark: "Meanwhile, Peter has arranged his private parts so that the tip of his private parts is showing above the waistband."

Frank: "People would put their head in to see it and he'd [open up his shorts]. It didn't matter, male or female. He just did it to get a reaction."

Actress Lin Shaye: "If he wasn't a director, and if he wasn't such a nice guy, he probably would've been arrested by now."

Tom: "I have seen it. I did not wish to see it. And I will be seeking redress in the courts."

Narrator: "When Farrelly flashed his leading lady, Diaz roared with laughter, proving to the Farrellys that they had found their Mary.

"For the part of lovestruck loser Ted Stroehman, the Farellys had another inspiration - comedian Ben Stiller. But 20th Century Fox wasn't convinced."

Frank: "He didn't have a big profile in middle America so they got nervous. They wanted us to do a search and go out and discover the new Ted. We did this three-week search and found Owen Wilson. Then the studio panicked and said, 'Who's Owen Wilson?' Ultimately, Fox agreed to take a chance on Stiller. But another casting struggle emerged - over the part of sleazy private eye Pat Healy. Bill Murray, Vince Vaughn and Cuba Gooding Jr were considered but finally the part went to Cameron Diaz's real life boyfriend Matt Dillon."

Frank: "We fought for Matt. I thought we all had that instinct that he could do comedy. He just hadn't done that recently."

Narrator: "On December 2, 1997, cameras rolled on There's Something About Mary. Directors Peter and Bobby Farrelly planned a ten-week shoot in Florida and their native Rhode Island. A shoot that often seemed more like a nonstop party than serious filmmaking."

Lin Shaye: "The Farrellys like to surround themselves with family. Their mom and dad come. Their friends from gradeschool come."

Actor Chris Elliott: "There's no seriousness going on on the set and very unprofessional. They're more concerned about making it funny."

Chris Elliott helped devise his character's repulsive Hives makeup. And Ben Stiller threw himself into his onscreen battle with canine costar Puffy.

Lin: "He completely choreographed that whole scene. The way he fought with the dog and his reactions, that was all Ben."

Narrator: "But it was Farrelly brothers favorite Lin Shaye who topped everyone with an impromptu dog smooching session."

Lin: "We're shooting the scene and I pick him up and put him in the air and all of a sudden I can feel every muscle in the dog's body lunge towards me and lick and lick."

Frank: "She just went crazy and would not stop."

Lin: "I could hear the crew busting a gut and they were trying not to make any sounds so they didn't ruin the tape. Cameron was laughing so hard that she was crying. She had tears running down her face."

Narrator: "But not every bit of comedy was quite so voluntary as some stars raised objections to the Farrelly's requests. Ben Stiller was forced to handle one of the most awkward actions - a bathroom scene he almost refused to do."

Mark Irwin: "Ben was reluctant to do the scene that produced the hair gel."

Ben: "That's probably the most embarrassing thing in my real life because I am going to have to live with that for the rest of my life."

Narrator: "But the biggest onscreen indignity befell Cameron Diaz. Her scene involving hair gel that would become Mary's most infamous moment."

Frank: "There was a lot of conversation about that. It seemed like it would be in such bad taste."

Mark: "I think everyone thought the hair gel scene was one step too far."

Narrator: "At first Diaz flatly refused to do the scene, thinking it might damage her promising career."

Cameron: "The thing that you learn very quickly with Peter and Bobby is that you can never go too far."

Tom Rothman: "We thought it was all too much. I'd come back from dailies every day saying, 'He can't do that. No way. We're drawing a line. Absolutely not.'"