Liz Tells Frank What Happened In “Pretty Woman” (Originally)

Ever wanted to find out what it’s actually like when Liz Tells Frank something? Liz Tells Frank LIVE begins! First victim: The Jessica Alba-starring James Cameron sci-fi series “Dark Angel.”

Dear Frank,

pretty-woman-coverAs you and I are both vague-to-huge nerds about screenplays and story development, I wonder if you’ve ever checked out the original script for Pretty Woman? There’s a real reason for me asking this: $3,000, as the project was called then, lays claim to a bit of interesting history for the film industry.

Here’s the story: It was heralded as one of the better-written scripts of the year, intended as a dark take on prostitution, drugs and whatever else sucked about the time period. But writer Jonathan Lawton’s rather dark take on a Hollywood Blvd. prostitute getting picked up by a wealthy businessman was then rewritten by script doctors Robert Garland, Stephen Metcalfe and Barbara Benedek for director Garry Marshall.

Marshall and his team then transformed the gritty tale into a light-R Cinderella-esque fairy tale, and made like, ALL THE MONEY. Like, ALL OF IT.

But everyone who I heard discuss this made the rewrite sound like a bad thing. The triumph of commerce over art, you know? So I wanted to find out for myself, and thus, this week I not only rewatched Pretty Woman in its final incarnation, but managed to Google up a copy of the original $3,000 script.


A short list of things that are different between $3,000 and Pretty Woman:

  • Vivian likes “white rocks,” and spends like the first six pages of the script working the streets and buying drugs.
  • There’s no cute business with how the reason Edward picks up Vivian for the night is because he’s borrowed a manual transmission automobile and doesn’t know how to drive it.
  • No, he just wants to get laid and then have her spend the night because he literally just wants a warm body in the bed next to him, doesn’t matter who.
  • Edward doesn’t drink because, AND I QUOTE, “my liver rotted away.”
  • Vivian kisses on the mouth right from the start.
  • Edward and his girlfriend, instead of breaking up during his first scene of the movie, are still together until the morning after Edward sleeps with Vivian.
  • Not because Edward is forever changed by their night together, but because Edward’s girlfriend won’t put him before her modeling career in New York and refuses to fly out and be with him. She hangs up on him, and he calls her a “spoiled bitch.”
  • Vivian agrees to be Edward’s lady companion for the week originally for $2,000.
  • She successfully negotiates up to $3,000 after he tells her she’s not allowed to smoke crack while she stays with him. This is referred to as “hardship pay” by Edward.
  • I just really want to quote this one line from the saleswoman who eventually helps Vivian buy some clothes: “Well, the mini-skirt is dead, Vivian. I don’t care how many designers try to bring it back, it’s dead. Goodness, you look like a streetwalker in that. Let’s find you something else. Come on.”
  • After Vivian buys her clothes, there is literally six pages of action and description devoted to Vivian showing her new wardrobe off for Edward. This includes the reveal of multiple teddies and sets of lingerie.
  • Later, there is an awful scene where Edward takes Vivian to a nice restaurant with one of his lawyer flackies, and tells the guy the whole story about Hollywood Blvd, right in front of Vivian, being sure to mention (again, in front of her, at the dinner table) that she’s two-thirds cheaper than the more high-class hookers he’s frequented.
  • We’re on page 76, and Edward shows no signs of recovering from his dick ways, Frank.
  • Wait, no, Vivian just screamed at him for a few pages for treating her like dirt. This is where fancy opera trip comes in — he explicitly says that it’s an apology for the whole restaurant thing, especially for that bit where he offered to let his lawyer buddy take Vivian for a ride.
  • He also rents Vivian a fur coat for the next few days. What a trooper.
  • Vivian’s gotten some manners, but still uses the N-word on page 109.
  • That whole real estate subplot is still happening, but at the end Edward does not save the company, going through with his original plan to strip it for parts and fuck over that nice old man.
  • The ending: Edward and Vivian leave the hotel together in a limo, first to travel from Beverly Hills to Hollywood to drop Vivian off, and then off to LAX to send Edward back to New York, which is a sentence that probably shrinks the metaphorical testes of any Los Angeles driver.
  • Vivian throws a temper tantrum over having to return the rented fur coat, which is of course really about how Edward is going back to his girlfriend in New York and while Vivian developed real feelings for Edward, he does not reciprocate.
  • He literally puts her $3,000 in the gutter after she throws herself out of the limo.
  • But then she and her best friend Kit (yeah, Kit’s still around, though in a weird role reversal it’s Vivian playing mother hen to her) go to Disneyland.
  • NOT LYING, THE LAST SCENE OF THE MOVIE IS SET AT DISNEYLAND. I’m sure the executives at Disney LOVED that detail when they read it.

In short, Vivian and Edward are much less likeable, selfish people who represent the problems with the 80s in no shortage of ways and spend most of the movie yelling at, belittling or misunderstanding each other. Also, real estate is king and the economy will never falter.

All of this is surface, there’s no character growth, and did I mention the six pages devoted to Vivian in her fancy underpants? It’s seriously one of the most 80s things I’ve ever read, and I’ve read Bonfire of the Vanities twice.

What I’m saying, Frank, is that the script is a WEIRD read — super-super weird — but I recommend it in more of an anthropological sense.

Though it does have its charms, mostly because the ultimate Pretty Woman shooting script includes a number of details and dialogue from this draft, including a few lines I’ve always been very fond of. Stuff like:

“Why do guys always know how to hit a girl? Wham, right across the cheek. Nice and high so it feels like your eye is going to explode.”


“He’s not really my uncle.”
“They never are.”

You know, dialogue burned into my brain thanks to a childhood of slumber parties–

(Mom and Dad, I don’t know when we started watching Pretty Woman at slumber parties, but I assure you that it was at a very age-appropriate time and we didn’t really understand the whole hooker/pimp/drugs thing anyway.)

–My point is, $3,000 has interesting elements, but Marshall and his gang took its bones, stripped out its dead weight, and built the Six Million Dollar Man of romantic comedies on top of it.

This, I realize, is not only a complete reversal of what the original project was meant to be, but also what I originally believed the mythos of $3,000 vs. Pretty Woman to be.

And it opens up all sorts of issues we could really dig into exploring — most especially how romantic comedies are seen as a lesser genre not worthy of critical attention. (Maybe because they primarily appeal to the 51 percent of the planet that doesn’t have a penis?) But to dig into those issues would keep me from making fun of the film’s 1990-era outfits, so let’s just move on.

(Did I write that paragraph ironically or unironically? You be the judge.)

It’s been a while since my last slumber party, so my recent rewatch of the film was with relatively fresh eyes. I don’t know how much I have to tell you about Pretty Woman that you don’t already know, but it totally holds up! Like, really really well.

Richard Gere’s character arc from cold businessman to… well, warm businessman is touching in the execution. All the side players are some of the sharpest character actors available at the time: Jason Alexander, Laura San Giacomo, Larry Miller. Plus, Hector Elizondo! Kind, patient, vaguely ethnic fairy godfather to romantic comedy heroines! New theory: New theory: Hector Elizondo in the 1990s = Stanley Tucci in the 2000s.

And of course Julia Roberts is a star. That’s all you can say: She’s a star. Watching Pretty Woman means forgetting the past 22 years of half-decent to terrible decisions she’s made since this movie, and remembering that no matter what, girlfriend’s got game.

Really, the only problem is the clothes. Here is, off the top of my head, my personal ranking of all of Julia Roberts’s outfits in this movie, from best to worst:



So, Frank, it’s no shock to you that I enjoyed rewatching this movie — I am, after all, pro-romantic comedies that don’t star Katherine Heigl.

But let me leave you with this: One of the most profound things I kept noticing during my rewatch was this undercurrent of how Vivian doesn’t know her own worth.

Constantly, in every negotiation, she is undervalued — by other characters as well as herself, calling herself dumb for not finishing school, either not believing in her own potential or being terrified by it — until the ending.

Not only does she refuse to compromise her desire for real love for “baby, I’ll get you an apartment,” but she’s now making real effort to change her life. Because you never know what you can do until you stop doing the easy thing, and start trying instead.

Important lessons for us all, whores and non-whores alike.


About Liz Shannon Miller

Liz Shannon Miller is a Los Angeles-based writer and editor, and has been talking about television on the Internet since the very beginnings of the Internet. She is currently Senior TV Editor at Collider, and her work has also been published by the New York Times, Vulture, Variety, the AV Club, the Hollywood Reporter, IGN, The Verge, and Thought Catalog. She is also a produced playwright, a host of podcasts, and a repository of "X-Files" trivia.

Posted on August 13, 2013, in All the Spoilers, Movies and tagged , , , , , , . Bookmark the permalink. 8 Comments.

  1. Interesting, Liz. I find it odd that some people (I don’t mean you, clearly) believe the only truth in “art” (I use that in a very general sense) has to be bleak. Truth (again, general and different for us all) can be found in romance and comedy too. This points to my problem with Woody Allen’s latest, “Blue Jasmine”–there were no character arcs nor did I find the characters likeable. I’d sooner watch “Pretty Woman” again. Oops, I suppose I just did my own bit of pontificating.

    • I should say that my perception of the art vs. commerce thing is very subjective — it could be I was reading more into it than I was. But I totally agree about truth in romance/comedy being just as true. Thanks for the heads-up re: “Blue Jasmine.”

      And hey, if you can’t pontificate on LTF, where can you? 🙂

  2. Love this. One of my favorite lines is: “Oh honey, you know what’s happened? I got a runner in my pantyhose! Oh, I’m not wearing pantyhose.”

  3. The rewrite of the scene with the Rodeo drive sales girls was fantastic, too. I read $3000 today and was very unimpressed. The original scene where she just flips off the sales girl doesn’t carry nearly the same punch as “big mistake. Huge.”

    Plus, the way Edward let William get away with harassing Vivian (ie not firing him after he Hit Vivian) filled me with rage. He only treated her like a lady when it suited his purpose.

    Not one character changed by the end of the movie, except maybe Vivian who became even more jaded. It’s almost like this is an alternate reality prequel which led to Vivian refusing to kiss on the mouth. But with no Prince Charming in her future.

    Safe to say, I hated this script. Bleak and distressing does not equal artistic. I think the script doctors across did their job and turned this script into the something special it became.

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