‘Stop Looking at Me, Swan!’: 15 Trivia Tidbits About ‘Billy Madison’

‘Stop Looking at Me, Swan!’: 15 Trivia Tidbits About ‘Billy Madison’

In 1995, Adam Sandler went from that SNL guy with the funny characters to bona fide movie star, with his funny characters in tow. While Billy Madison was widely panned by critics, audiences adored Sandler’s breakthrough film in which he chases imaginary penguins and becomes BFFs with school kids. This would ultimately lead to future classics like The Wedding Singer, The Waterboy and the movie in which Bob Barker kicked his butt. 

To remember the hit that kicked everything off, we’ve gathered some tidbits about the making of Billy Madison, who Rolling Stone once described as a “slightly pervier version of Pee-wee Herman.” 

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It Could Have Starred Bob Odenkirk or Philip Seymour Hoffman

Sandler wanted the future Better Call Saul star to play Eric Gordon, the villain portrayed by Bradley Whitford. At the time, Odenkirk wasn’t a big enough name, and the studio refused to sign off. Philip Seymour Hoffman then came in to audition, blowing Sandler completely away. “I’m like, who the fuck is this guy? He’s hilarious!” Sandler recalled. “So I show Universal, and I said, ‘Can we cast this guy? Are you good with him? I mean, you said fucking no to Odenkirk; are we okay with this guy?’ And they were like — and it took some talking into — and then they (finally) said yes.” Hoffman, however, would turn down the role.

‘Billy Madison’ Made Sandler Stop Reading Movie Reviews

While young folks adored the comedy about a kid not wanting to grow up, critics lambasted the movie. “When I was 17 and I got into this, I didn’t think about critics — I didn’t even realize that stuff was coming. I just thought you made movies, people go see it,” Sandler recalls. “When Billy Madison came out, me and my friend who wrote it (Tim Herlihy), we were just like, ‘Oh yeah, they’re going to write about this in New York!’ We grew up reading the papers, we were going to NYU. And then we read the first one, and we were like, ‘Oh my god, what happened? They hate us.’ And then we were like, ‘It must have been this paper,’ but then 90 percent of the papers are going, ‘This is garbage.’” 

Sandler said he was more worried about his family being put in a position to defend the negative criticism against him and that he’s since avoided reading any reviews following the trashing of Billy Madison.

Norm Macdonald Fell Asleep During A Scene

Sandler once shared how he wasn’t accustomed to Macdonald’s acting style since Billy Madison was the first movie they’d done together. While filming a scene, Sandler threw a joke at Macdonald, who simply didn’t respond. It took a couple of seconds for Sandler to realize that Macdonald had actually fallen asleep, with Macdonald joking that he was simply method acting drinking while playing Frank the drunk.

The Movie Was Pretty Stressful to Start

Director Tamra Davis once wrote in the Washington Post that while Universal wanted her to direct Billy Madison, Sandler had a friend in mind. This friend (Stephen Kessler, according to EW) didn’t work out, and Davis was flown in to “save the film and make it funny.” Davis said that Sandler was so stressed out when she got to the Toronto set that he had a stiff neck and “couldn’t move his head.”

Lorne Michaels Didn’t Think Sandler Should Do the Movie

According to Sandler, when he showed Michaels the script for Billy Madison, the SNL boss said, “There’s some funny stuff, but that maybe this shouldn’t be (your) first vehicle.” Sandler explained, “If I write a skit and it doesn’t get on the show (SNL), I don’t sit and cry about it. I just say, ‘I’ll write another one next week.’ So that’s how I felt about Billy Madison. I said, ‘Okay, Herlihy, he doesn’t like this one. Let’s write another one.’”

The Lunch Lady Is A Reference to Sandler’s ‘SNL’ Days

Those familiar with Sandler’s SNL characters know that his musical number, “Lunch Lady Land,” performed with Chris Farley, inspired the lunch lady in Billy Madison, who’s super proud of her extra-sloppy joes.

Chris Farley Was Super Caffeinated During the Bus Scene

According to Davis, Farley downed six espresso shots to prepare for the scene where his bus driver character becomes irate with his young passengers. “And then he went and did it, and he held his breath until he turned red,” Davis remembers. “Everybody else is laughing, and I’m gonna have a heart attack because I’m like the mom — I’m worried he’s gonna have a heart attack. He’s willing to push himself. He held his breath, his eyes bulged out. I’m like, ‘Oh my god, you don’t have to go that far.’”

A Rewrite Gave Us the O’Doyles

The studio told Sandler and Herlihy that while their script was good, it needed some restructuring. Rich Wilkes, who wrote Airheads, was brought in to fix the script. He specifically made some changes to the screenplay’s “episodic” nature that saw characters briefly appear during any given grade, only to disappear from the rest of the script. He suggested the inclusion of the O’Doyle family, whose members follow Billy throughout his schooling, explaining that “instead of having one little kid who chases him around with a slingshot the whole movie, make the threat evolve.” 

Wilkes, however, credited Sandler and Herlihy with creating the catchphrase, “O’Doyle rules!”

Miss Lippy Was Originally Written As A ‘Tall Blonde’

Dina Platias was trying to nab a movie role when a casting agent at Universal told her to come in and read for Billy Madison. The character was Billy’s first-grade teacher, Missy Lippy, who was described as looking nothing like Platias. Nevertheless, Sandler liked what Platias gave them and signed her on immediately.

Behind-the-Scenes Games

“We spent our nights hanging out with Chris Farley and David Spade, who were shooting Tommy Boy at the same time,” Davis wrote in her Post article. “We played a game in which one of us would fake our death and then be discovered by the group — Farley turned up naked with an Evian bottle up his bottom, and Adam was strangled with women’s panties. I loved that time and totally laughed my butt off.”

The Bit That Came From the ‘SNL’ Writers Room

Jim Downey explained to Macdonald on the Dennis Miller Show that his phrase, “insanely idiotic,” was something he had said many times during his days at Saturday Night Live. Sandler took that and recreated the scene below.

‘Billy Madison’ Forced ‘Tommy Boy’ to Change Its Original Title

Tommy Boy was originally going to be called Billy the Third: A Midwestern, but when word got out about Billy Madison, there was a rush to find a less similar title. “We were in pre-production at the same time that Billy Madison was in pre-production, and we didn’t want two SNL-related films with the same title,” Tommy Boy director Peter Segal explained. “So we went into a tailspin, spent months coming up with what it eventually was named.”

Roger Ebert and Gene Siskel Did Not Think Sandler Was A Movie Star

The iconic critics both gave Billy Madison the thumbs down and said of Sandler: “He might have a career as a villain or as a fall guy or the butt of a joke, but as the protagonist, his problem is that he recreates the fingernails on the blackboard syndrome.”

There’s An ‘O’Doyle Rules’ Punk Band in Houston

The pop-punk band formed during the 1990s following the release of Billy Madison.

Sandler Made A Kid Cry On Set

The Sand Man told Conan O’Brien that the dodgeball scene wasn’t well designed, as he simply didn’t know any better. A kid cried when they got nailed, causing the parents on set to start complaining. Sandler said he’d stop doing it but secretly told his cameraman to keep rolling as he pummeled more youngsters. “The kids started crying as soon as the ball hit them, so I had to cut away before the audience could see,” director Davis added.


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