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Mean Girls Director Mark Waters Spills 10 Juicy Stories, 10 Years Later

Today is the tenth anniversary of the release of Mean Girls. We are republishing this piece from February.

Sure, you may have scored highly on Vulture's Mean Girls quote quiz, but do you really know everything there is to know about the Tina Fey–penned high school comedy? With the tenth anniversary of Mean Girls fast approaching this spring, we thought it was high time to rope in its director Mark Waters to separate fact from fiction, clarifying long-held rumors about the movie and dishing on things you'd never even thought to wonder about. Who was originally cast in the movie, and in what roles? Which actors did Paramount want to nix? And what Mean Girls secrets have you likely never noticed? Let Waters (who has another teen comedy, Vampire Academy, opening this Friday) be your guide behind the scenes with these ten juicy stories about the movie.

Lindsay Lohan didn't want to play the lead.
Waters and Lohan first worked together on the 2003 remake of Freaky Friday, and he knew from the start that he wanted Lohan in Mean Girls ... but not as Cady, the role she would eventually play. "Her energy is a very aggressive, testosterone-laden energy, and that's exactly what I knew I needed for Regina George," said Waters, who claims that Lohan quickly sparked to the bad-girl role. "When I gave it to her, she was like, 'I fucking love Regina George! This is exactly the part I want to play.' So we did a read-through, and we were trying to look for somebody to play the role of Cady, but frankly, we didn't find anyone we liked who felt strong enough to go up against Lindsay." While the studio searched far and wide for a suitable foil to Lohan, Freaky Friday finally hit theaters, "and it was a much bigger hit than we expected it to be," Waters admitted. "Sherry Lansing, who was heading Paramount at the time, told us, 'We have to have Lindsay play the lead in Mean Girls. It's just not going to work having her play the villain, because she now has an audience that won't accept that.'" It fell to Waters to break the bad news to his actress, but at least she saw the upside to the role switch: "Lindsay kind of begrudgingly said, 'Okay, I guess I'll play the lead. At least I get to have more lines.'"

Rachel McAdams was one of the also-rans for Cady.
While Lohan was still planning to play Regina, 24-year-old Rachel McAdams came in to read for Cady, but Waters wasn't quite convinced by her audition. "I remember watching her do the scene," said Waters, "and after it was over, I told her, 'I think you're a movie star, but you're way too old for this character. You just aren't going to be able to play the ingenue.' And she said, 'No, I understand, I get it.'" Once Lohan switched over to Cady, though, casting McAdams as her tormentor Regina George made perfect sense. "When Lindsay was acting with Rachel, she got very shy, because Rachel was older and a very accomplished actress," said Waters. "She'd come in the room and not talk to Lindsay — she was very focused. Lindsay kind of got nervous around her, and I thought that, more than anything, was going to be the deciding factor, the fact that she affected Lindsay in that way."

But McAdams still had some strong competition for the Regina role.
"The person who was neck and neck for the role of Regina — and we agonized over which one we were going to cast — was Amanda Seyfried," said Waters. "She tested for Regina and was kind of brilliant, and very different than Rachel's approach. She played it in a much more ethereal but still kind of scary way. She was more frightening, but oddly, less intimidating." When McAdams eventually edged out Seyfried for the role, Waters still had yet to cast Karen, Regina's dim-bulb acolyte. "And I think it was [producer] Lorne Michaels who had the genius idea of saying, 'What about the dumb girl? I think Amanda could play the dumb girl,'" remembered Waters. "So she came in and read it and nailed it, and we got the best of both worlds."

No, Scarlett Johansson didn't audition for Mean Girls.
A rumor persists that Scarlett Johansson also tested for the role of Karen, which Waters disputes. "That's not right," he said. "I did test her for something, but not Mean Girls — I actually tested Scarlett for The Secret Life of Walter Mitty, when I was going to direct it with Owen Wilson in the lead, and she definitely would have booked the part. We had four really big actresses test — I'm not going to say who else — and she came in and nailed it, and Owen and I were in love with her. But then Hurricane Katrina hit and we ended up losing our sets, and we tried to reconfigure it for Toronto and we couldn't do it." Wilson eventually lost interest in the project, which Waters had intended to shoot the year after Mean Girls; the long-in-development Mitty finally made it to the screen last December with director-star Ben Stiller at the helm and Kristen Wiig playing the female lead once earmarked for Johansson.

The four-way phone call involved some subtle camera tricks.
The split-screen sequence where Cady and her frenemies navigate a tricky four-way phone call is one of the most famous scenes in Mean Girls (and recently earned a loving re-creation from the unlikely foursome of Ed Sheeran, Amber Rose, Iggy Azalea and Waka Flocka Flame). The comic timing in the scene is pitch perfect, but Waters said he had to cheat a little bit to get it. "Lindsay was still a minor when we shot the movie, so we only had about nine hours of shooting time with her," Waters explained, and when that scheduling meant that all four actresses would have to be shot separately, he decided to improvise. "The trick behind that scene was that I shot everything at 48 frames per second, which is basically a slow-motion rate, but we recorded synched sound," said Waters. "In the editing room, I could play it at 24 frames per second and have the characters talking like normal, but then when they're listening, if I needed to mess with the time compression, I'd slip into slow motion. Your eye goes to the person who's talking, but for the people who aren't talking, unless they're doing some sort of vigorous activity, you won't notice if it goes into slow motion for a little bit." That way, Waters could precisely engineer the scene's comic timing to make it seem as though all four parts of the phone call had been filmed simultaneously. "That's the magic of movies: You put it all together and nobody knows."

Paramount was wary of casting Tim Meadows and Amy Poehler.
You might think that Tina Fey wrote the roles of Mr. Duvall and Mrs. George with her Saturday Night Live castmates Tim Meadows and Amy Poehler in mind, but that wasn't the case, said Waters: In fact, the studio didn't want either actor in the movie at first. "It's weird, but Paramount had a nervousness about Saturday Night Live," he said. "They'd been burned on some Saturday Night Live movies that had come from Lorne, so they didn't want many Saturday Night Live actors in Mean Girls, because then it might feel like an SNL movie and people might shy away from it." In particular, casting Meadows "took a lot of fighting with the studio," Waters said. "They'd made The Ladies Man and they thought, 'He's not a movie star,' but I was very adamant about it. Frankly, he's genius in the movie. It's so fun to watch him play that part."

Waters was even higher on Poehler, who was cast as Regina's deliriously deluded mother even though she's only seven years older than her screen daughter McAdams. "When Tina said, 'Amy would be really good for this if you're interested,' I was like, 'Are you kidding me? Let's fucking get Amy!' From the moment I first saw Amy — I think it was an SNL sketch where she's playing an amateur porn star on a date with Seann William Scott — I was in love with her." Poehler proved difficult to schedule, since she could only fly in for half-days during her SNL workweek, but once she was on the Mean Girls set, none of that mattered to Waters: "She was making baskets from all over the court. She killed it."

Amy Poehler also had a hand in the Kevin Gnapoor rap.
Though Fey was nominated for a Writers Guild Award for scripting Mean Girls, she let her friend Poehler take over when it came to crafting the talent show rap from mathlete Kevin Gnapoor. "She'll actually give credit to Amy for this, because Amy is more of the rap person," said Waters. "Amy definitely coached him on how to do the rap, and she actually gave him some of the moves and choreography for it." Kevin was played by actor Rajiv Surendra (who recently caused an online stir when he debuted a buff physique quite unlike nerdy Kevin's), and Waters said Surendra was a last-minute fit for the role: "It's funny, the part was actually supposed to be 'Kevin Ngor,' a Korean math nerd, but we couldn't find an Asian actor in Toronto who was good enough to play him. And then this Sri Lankan kid comes in and does it, and we were like, 'Okay, we're gonna rewrite it. He's Kevin Gnapoor now!' The character's great, because a small guy acting big is always funny."

The MPAA wanted to give Mean Girls an R rating.
Though Mean Girls was rated PG-13 for "sexual content, language, and some teen partying," that was a rating Paramount had to fight for, says Waters. "We had lots of battles with the ratings board on the movie. There was the line, 'Amber D'Alessio gave a blow job to a hot dog,' which eventually became 'Amber D'Alessio made out with a hot dog.' Which is somehow weirder! That's the thing we found: When you're trying to make a joke obey the rules and not use any bad words, it can actually become seamier, even." Still, there were some things that Waters simply refused to change. "The line in the sand that I drew was the joke about the wide-set vagina. The ratings board said, 'We can't give you a PG-13 unless you cut that line.' We ended up playing the card that the ratings board was sexist, because Anchorman had just come out, and Ron Burgundy had an erection in one scene, and that was PG-13. We told them, 'You're only saying this because it's a girl, and she's talking about a part of her anatomy. There's no sexual context whatsoever, and to say this is restrictive to an audience of girls is demeaning to all women.' And they eventually had to back down."

There's a reason that Waters makes movies about strong women.
Waters is a rarity among most male directors in that virtually all of his movies have been centered around female protagonists, and he'll happily discuss how he's been passing the Bechdel Test for ages. "I find women much more interesting than dudes," he explained simply, though with a résumé that includes not just Mean Girls but the Parker Posey–Tori Spelling black comedy The House of Yes — a cult classic for a certain group of gay men in the know — Waters understands why you might be tempted to draw the wrong conclusion about him. (No, he's not gay: In fact, he's married to actress Dina Spybey and has two daughters.) He laughs: "In college, I stopped doing pre-med and went into theater, and then I moved to San Francisco and lived there for five years. I was dating a woman who was much older than me, and I brought her home to meet my mother and she said, 'We like her!' I said, 'You're not freaked out that she's so much older than me?' And she said, 'Are you kidding me? First you start directing theater, then you move to San Francisco — we're just surprised it's a woman!'"

It's taken years for Waters to realize how big Mean Girls became.
Mean Girls has been a pop culture phenomenon and slumber party staple since its debut in 2004, but that never really hit home for Waters until last year, when several of the young actresses in Vampire Academy told him they'd each watched it dozens of times. "It's really kind of seared into their brains," marveled Waters. "It was fascinating to see how important it was to them — they're kind of obsessed with it." During the shoot, they even brought Waters to a London repertory theater for a Mean Girls "quote-along," where the audience knew the whole movie by heart. "I always knew that it would have a cult following, but it wasn't until it was in my face, seeing these kids quote it back to me, that I realized it had this profound effect on people," he said. And now that his own two daughters are old enough to watch the film, Waters is experiencing Mean Girls in an entirely different way. "My 11-year-old, after she watched it for the first time, said, 'Who's Danny DeVito?'" he laughed. "And my 7-year-old asked, 'What's a wide-set vagina?' I said, 'Ask your mother.'"

Photo: Paramount Pictures