On-set naps, six shots of espresso, and lots of O'Doyles — it's no wonder Phillip Seymour
Hoffman gave "Billy Madison" a pass.
In another universe, the talented Bob Odenkirk of "Better Call Saul" and "Breaking Bad" fame
would have become a superstar much earlier in his career.
Alas, while the comedy writer received plenty of acclaim and goodwill for his stints on
"Mr. Show" and "The Ben Stiller Show," chances are his Hollywood ascent might have gone quite
differently had the executives at Universal Studios listened to Sandler.
Sandler wanted Odenkirk to play the villainous Eric Gordon, a role eventually assumed by
Bradley Whitford.
At the time, Odenkirk was mainly known for his work behind the scenes at "Saturday Night
Live," where he wrote the famed "Motivational Speaker" sketch for Chris Farley that only
aired after he left the gig.
Sandler revealed on the "Fly on the Wall" podcast that the studio didn't want to simply
fill the cast with friends of the comedian, and wouldn't allow him to cast Odenkirk in the role.
When Sandler's efforts to bring in Odenkirk failed, he pivoted in a different direction
after viewing a hilarious audition tape from then up-and-coming actor Philip Seymour Hoffman.
In the same interview with Dana Carvey and David Spade on "Fly On the Wall", Sandler
revealed that the studio held open auditions following the Odenkirk rejection.
Sandler caught a glimpse of Hoffman and was absolutely blown away by what he saw.
Sandler went to the studio and begged them to hire the man.
After much deliberation, they finally relented and agreed - only for Hoffman to turn down
the part.
Sandler was stunned and decided to call Hoffman himself.
After explaining how much he liked his audition, for which Hoffman politely thanked him, Sandler
then said that he had been told Hoffman didn't want the part.
Asked by Sandler why he didn't want to do it, Hoffman simply replied -
"Awww, I just don't want to."
Hoffman, of course, would go on to have a terrific career that saw him win numerous
accolades, and was even able to eventually work alongside Sandler in "Punch Drunk Love"
before tragically passing away in 2014.
One of the funniest scenes in "Billy Madison" involves the titular character taking part
in a game of dodgeball with a bunch of first graders.
In his first go, the young kids, led by a member of the dreaded O'Doyle clan, knocks
the grown man out of the game before he can even reach the playground.
After receiving encouragement from his teacher, Billy gives it another go and decides to let
loose and exact some brutal revenge.
As the actor recalled on "Conan," during the scene he hit a couple kids so hard with the
ball that he actually drew tears from some of them.
Afterwards, the children's parents complained to him about how hard he was hitting them
with the dodgeball.
Sandler tried to defend himself with a solid argument, but it didn't go as he planned.
'I said, 'Didn't they read the script?'
They go, 'They're- They're six!
They don't read yet!'"
Sandler promised not to do it again, but when the cameras rolled he couldn't help himself
and continued dishing out the punishment.
As recalled by director Tamra Davis in a 2015 article published in The Washington Post -
"The kids started crying as soon as the ball hit them, so I had to cut away before the
audience could see."
Director Tamra Davis' involvement in the project came about in an unusual way.
In 1994, Universal pegged her as its top choice to helm "Billy Madison" and flew the young
director out to meet Sandler.
Davis had helmed a comedy starring Chris Rock called "CB4" for the studio a year earlier,
and the studio was so pleased with the job she did that they were eager to work with
her once more.
Writing about the meeting with Sandler in an article for the Washington Post, Davis joked -
"I have a fondness for Jewish boys from New York (I'm married to Mike D of the Beastie
Boys), and thought our meeting went well, but later heard from the studio that Adam
wanted to work with an old friend."
According to Entertainment Weekly, that old friend was Stephen Kessler, who had helped
Sandler early in his career by putting him in a commercial.
However, two weeks into shooting, the studio removed Kessler and brought Davis back.
Sandler explained why in an interview with Entertainment Weekly, saying -
"The studio wanted a less stylized movie, more of me being a goof."
According to Davis, the movie was in serious trouble, and Sandler was stressed out as a result.
She immediately came in and changed the set's atmosphere into a more relaxed environment,
allowing Sandler the freedom to do what he does best.
In the same Washington Post article, Davis explained how she loosened up the set after
coming aboard as director.
She only wanted smiling crew members eager to laugh, which would prompt Sandler to do
his thing, writing -
"I don't think [Universal] had any idea what Adam's style of comedy really was when they
greenlighted the project — and neither did I."
Sandler's style evidently involves a lot of improvisation, which is why a majority of
the best gags in "Billy Madison" weren't included in the original script.
As Davis recalled -
"Many of the stranger but most frequently quoted scenes in 'Billy Madison' were unplanned.
I don't remember the 'shampoo is better' conversation Adam has with himself being in the script,
but that was what happened when Adam was loose and having fun."
Other improvised bits include darker comedic moments, such as when Doo Doo the Clown falls
down and hits his head — including the camera panning down to show a trickle of blood coming
out of his mouth.
Even the dodgeball scene was a last-second addition.
Thankfully, Davis was totally up for this brand of comedy, otherwise "Billy Madison"
might have turned out quite differently.
Fans of "Billy Madison" will recall the odd side characters sprinkled throughout the film,
including Billy's first grade teacher with a passion for interpretive dance, the accident
prone Doo Doo the Clown, and whoever Norm MacDonald was supposed to be.
Still, the best of the best remains Chris Farley's angry, penguin-loving bus driver.
Prone to violent, sweat-inducing rants, the bus driver steals nearly every scene he is
in, mostly due to Farley's intense acting techniques.
According to an interview with director Tamra Davis by Yahoo Entertainment, Farley drank
six shots of espresso to prepare for the scene, with the director recalling -
"And then he went and did it, and he held his breath until he turned red.
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."
Davis added that just as he did with his work on 'Saturday Night Live,' Farley was willing
to push himself as far as he possibly could for a laugh.
"Everybody on?
Good, great, grand, wonderful!
NO YELLING ON THE BUS!"
Despite the excellent results that came about from his intense methods, Davis remembered
herself thinking -
"Oh my God, you don't have to go that far!"
Another nice touch in "Billy Madison" is the inclusion of character actor Larry Hankin,
who appears as Carl Alphonse, Eric Gordon's right-hand assistant.
He's quiet, relatively cool, and taken more by Billy's all-around nice-guy persona than
Eric's break-the-little-guy attitude.
About midway through the film, he approaches Billy and warns him of Eric's treachery, adding
a little impersonation of Eric for good measure.
Funnily enough, Hankin was apprehensive about displaying his comedy chops.
As revealed on the podcast 'Beyond the Backlot', Hankin was initially hired by the film's original
director, Stephen Kessler.
After the first two or three days of filming, Hankin was having lunch when Sandler called him over.
As Hankin recalled on the podcast -
"He's questioning me.
You know, how long have you been in show business […] and then [Sandler] said, 'Do you do
anything funny?'"
Taken aback by the comment, Hankin replied that he had a funny face that he made for
children but was too stupid to do for Sandler.
However, Sandler pressed and the actor obliged with the goofy face and laugh you see in the movie.
Luckily, it makes Carl all the more lovable.
Perhaps the greatest gift "Billy Madison" bestowed upon audiences was the original Adam
Sandler-Steve Buscemi team-up.
Although Buscemi's part in the comedy is minor, it's incredibly memorable.
He plays a former classmate of Billy's who spends his free time sampling lipstick and
hunting the bullies of his youth, and the gig paved the way for future roles in a number
of Sandler films.
"Man, I'm glad I called that guy."
Still, despite memorable parts in everything from "The Wedding Singer" to "Hubie Halloween,"
Buscemi actually prefers "Billy Madison" over all else.
The actor revealed as much during a Reddit Q&A back in 2015.
A fan asked Buscemi which of his Sandler films was his favorite, and the great character
actor replied -
"Well, I'm very partial to 'Billy Madison,' because that was one of the first films Adam
did on his own, as part of his production company."
He went on to discuss meeting Sandler on "Airheads," where the two actors had a great time working
alongside one another, leading to the aforementioned long-running partnership.
Buscemi closed out his answer by stating -
"I don't know if I have a favorite, but I do really love the character in 'Billy Madison.'"
The world lost a legendary funnyman when Norm Macdonald passed away.
The man knew comedy better than most and had a particular brand of humor that just worked
— provided you understood it.
That made him an obvious co-star for any Sandler vehicle: the pair shared the screen in a number
of projects and enjoyed a decades-long friendship that continued until Macdonald's death in
September of 2021.
Still, their greatest collaboration remains "Billy Madison," where Macdonald had a bit
part as one of Billy's slacker friends who spends far too much time getting drunk by
the pool.
Sandler recalled the experience on "Conan," with Macdonald and a handful of his comedian
buddies, adding his own colorful commentary for good measure.
Apparently, in one of the pool scenes sprinkled throughout "Billy Madison," Sandler's character
is supposed to speak with Macdonald's character, Frank.
Sandler said his line and was surprised when Macdonald remained quiet.
At first thinking that Norm was taking his time before delivering his line, Sandler realized
that wasn't the case, saying -
"After a few more seconds, I noticed ole Norm was sleeping."
Macdonald chimed in and joked that since he was playing a drunk in the film, he had asked
for some booze so that he could do some method acting for the scene.
He followed that up with another ridiculous explanation.
"Also he called me Frank, and in my mind I'm like, 'Who the f— is Frank?'"
Only Norm Macdonald could get away with that one.
"Billy Madison" fans will likely recall the O'Doyle clan that tormented Billy in every grade.
These red-headed, mean-spirited bullies with a hilariously simple catchphrase pick on Billy
by dumping chowder on his head and stuffing his locker with horse manure before the entire
family meets a violent end.
"O'Doyle rules!
O'Doyle rules!
O'Doyle rules!"
This part of the movie can mostly be attributed to Rich Wilkes.
Wilkes wrote "Airheads" and, according to Vice, was hired by producer Robert Simonds
to do an uncredited rewrite of Sandler and Tim Herlihy's "Billy Madison" script.
Feeling that much of the comedy seemed too episodic, he suggested several changes to
straighten the plot out.
For example, the original script called for a young bully to frequently appear and torment
Billy with a slingshot.
While Sandler and Herlihy came up with the "O'Doyle rules" tagline, Wilkes was the one
who came up with their name in a rather unexpected way, saying -
"I took the name from Brian Doyle-Murray, Bill Murray's brother, because he's one of
the funniest guys ever.
I added the 'O' because you want the O'Doyles to be instantly recognizable — that's why
they're all redheads."