Surely the making of one of the funniest movies ever made can’t be that serious…and it really isn’t! OK, 1980’s Airplane! was a tough sell and there were minor clashes between the directors and Paramount and lawsuits from a rival studio threatened the casting of numerous stars. But there was also perfect against-type casting, clever workarounds to silly DGA regulations and a complete reinvention of the spoof movie, all of which made Airplane! one of the greatest comedies ever.. Oh, and there were fart machines, too!

And so let’s park the taxi, avoid the fish and check in on our drinking problem as we find out: WTF Happened to this movie?!

Airplane! has its origins in the Kentucky Fried Theater, which the trio of David Zucker, Jim Abrahams and Jerry Zucker (collectively known as ZAZ) founded in 1971. One act the fellas grew fond of was dubbing over serious movies with their own dialogue (a sort of proto-MST3K). They, too, loved spoofing commercials, and so would record them on VHS throughout the day and night. It was here that they accidentally stumbled upon a movie called Zero Hour! from 1957. But the plot was so absurd – a former pilot has to man a plane after the real pilots get sick with food poisoning – that they thought they could remake it altogether. They even named their lead character Ted Striker, just like Dana Andrews’ character (although they modified the spelling).

And so the script – then titled The Late Show – could be written. Completed in 1975 – two years before the group’s debut feature, The Kentucky Fried Movie, hit theaters – the script blatantly ripped from Zero Hour!, which must have been easy to do since they practically kept the movie on loop while writing. This is seen immediately as the eventual title – Airplane! – even steals the exclamation. They even took dialogue straight from Zero Hour! because it was so ridiculous, such as: “The life of everyone on board depends upon just one thing: finding someone back there who can not only fly this plane but who didn’t have fish for dinner.” ZAZ was also concerned that they could be sued, so they secured the rights for a mere $2,500 (although, interestingly, part of the movie was owned by Airplane!’s eventual studio, Paramount).

But it wasn’t just Zero Hour! that ZAZ pulled from; it was the disaster movie Airport (1970) and its sequels. There is a link between those two as well, as Arthur Hailey wrote the “Airport” novel and co-wrote Zero Hour! (the latter being adapted from his own TV play Flight into Danger). Here, Universal threatened to sue because Airplane! was too similar to their Airport series. They didn’t even want it to be called Airplane! but they eventually relented.

Unlike most spoofs, however, Airplane! didn’t require knowledge of its genre to appreciate the story, characters and jokes. In fact, most of us had probably never heard of Zero Hour! until we found out it influenced Airplane!

But ZAZ had trouble actually selling the script and, at the urging of John Landis, moved on to Kentucky Fried Movie, which Landis directed. This would give them some of the experience they needed and make them want to have more control of their scripts. Going back to Airplane!, ZAZ got interest from Avco-Embassy and AIP at various points. But it eventually made its way to Paramount and then-president Michael Eisner (who first got wind through Susan Baerwald), who loved it and enlisted Jeffrey Katzenberg – then working as president of production for the studio – to sit down with ZAZ and recruit them. Despite still being relatively fresh on the scene, ZAZ had some conditions if they were going to sell: they had to direct, which, surprisingly, Paramount agreed to, saying they could direct under the condition that if their work was bad, they would be fired after two weeks. Still, ZAZ would have to relinquish their insistence that it be shot in black and white and on a propeller plane to match Zero Hour! further! (sounds of a propeller are still heard, however).

With the studio lined up, casting on AIRPLANE! could begin. Another demand ZAZ had was that the movie be populated by non-comedy actors, some of whom we now can’t imagine comedy movies without!

Flying sky high in the lead was Robert Hays as Ted Striker, who beat out one of the oddest group of potentials ever compiled: David Letterman screen-tested but admitted – along with ZAZ – that he couldn’t act (the team would later show his audition on LATE NIGHT when they were guests); Paramount’s top choices, meanwhile, wanted Chevy Chase or Bill Murray, while everybody from Fred Willard to Bruce (now Caitlin) Jenner and – woah! – Barry Manilow, all circled the role. Willard apparently didn’t “get” it but later admitted it was a mistake, while Jenner read for the part, and Manilow would continue writing the songs that make the whole world sing. While Hays did have fun making the movie, he would say that simultaneously shooting Airplane! and the ABC sitcom Angie took a toll on him.

Julie Hagerty, then doing far-off-Broadway, would land Elaine Dickinson, edging out Shelley Long and Sigourney Weaver, who objected to the “sit on your face and wiggle” line. Leslie Nielsen, then known for his dramas, would play Dr. Rumack, beating out Dom DeLuise and Jack Webb (Joe Friday on Dragnet), which would have been his last movie, as he died in 1982. Others considered were horror icons Christopher Lee and Vincent Price; instead, Lee did Spielberg’s 1941, and Price did some voice work. There, too, was Peter Graves as Captain Clarence Oveur. Graves didn’t particularly like the script, even calling it a “disgusting piece of garbage” and saying his character came across as a pedophile. Still, he wound up laughing the hardest at the premiere! The role of Steve McCroskey was offered to George Kennedy, star of the Airport movies, but Universal talked him out of it. Instead, Lloyd Bridges won out…after some convincing from Robert Stack. Stack – known for his dramas and Oscar-nominated turn in Written on the Wind – would play Captain Rex Kramer. To nail his performance, he actually looked at comedian John Byner’s impressions of him and ended up “doing an impression of John Byner doing an impression of Stack.” And you thought there was nothing complex about Airplane!

The rest of the supporting cast also has their own individual backstories, so let’s take a look:

Kentucky Fried Theatre alum Stephen Stucker played flamboyant air traffic controller Johnny, even writing his own lines.

Kareem Abdul-Jabbar played co-pilot Roger Murdock and himself. But it took some extra coin, getting his salary upped so he could purchase a new Oriental rug. Believe it or not, non-hall of famer Pete Rose was the original choice! Through Abdul-Jabbar, ZAZ even worked in another nod to Zero Hour!, as that movie cast pro football hall of famer Elroy “Crazylegs” Hirsch as a co-pilot.

Helen Reddy was originally cast as Sister Angelina due to her role as Sister Ruth in Airport 1975, but after Universal threw yet another fit the role went to Maureen McGovern.

Stage legend Ethel Merman turns up as a delusional lieutenant, looking like she’s still in the 1960s.

Good Times’ Jimmie Walker – one of the few comedians in the cast – has a cameo as Windshield Wiper Man, while you’ll also spot James Hong as Japanese General and Breaking Bad’s Jonathan Banks as an air traffic controller.

Here’s someone you may not recognize…unless you were heavy into politics in the ‘70s. Howard Jarvis played the man waiting inside a taxi cab for the entire movie. The joke itself is good but made so much better – and smarter – when you know that Jarvis was a fiscally conservative politician, with the ultimate joke being that he would be content paying who-knows-how-much by sitting inside of a cab with the meter running. Here’s one more obscure cameo: the intercom people who keep bickering about red zones, white zones, and abortions were the actual people who provided the voices at LAX, where some of the movie was shot. Oh, and there’s Otto as himself, of course!

Every cast member was told to play it completely straight during filming, as is often the case with the best comedies. As the directors told them: “Pretend you don’t know you’re in a comedy.”

Filming on Airplane! began on June 20th, 1979, with a budget of $3.5 million (originally pegged at $7.5 million), and right away, it was a set of loopholes, language barriers and, yes, farts. Leslie Nielsen, who, again, was not known for comedy at the time, brought a small device on set that would mimic fart noises, breaking people in the middle of takes. At first, people thought he had a serious issue, while at other times, he blamed it on Julie Hagerty. He even sold a few of the devices – which Hays said he played “like a maestro” – on set for $7 apiece.

But ZAZ had bigger issues than flatulence. DGA regulations said that a movie couldn’t have three directors billed on the credits, and when ZAZ tried to develop the collective pseudonym of Abraham N. Zuckers, they were shut down. And so ZAZ developed a plan: Abrahams would be deemed the director (that is, working directly with the actors) while the Zuckers hid behind closed doors. As such, the three had to discuss notes in private secretly. Fortunately, the silly rule was cleared by the guild, thus all three names appear in the credits.

And while Zero Hour! was on standby so the team could match the composition and lighting, that doesn’t mean they hit every note right away. ZAZ had to nudge the actors in the right direction whenever there were spaces in the script to fill, while they had no idea how to write “jive talk.” This was improvised by Al White and Norm Gibbs, who further taught the speak to Barbara Billingsley, best known as June Cleaver aka the least jive woman on the planet!

But not everyone was quite on the same page. Ross Harris, who played the young Joey, admitted he was “oblivious” to the adult content Peter Graves was throwing at him. At the same time, Graves himself had reservations and thought he was misled, later being told by ZAZ that all of his perverse questions about Turkish prisons and naked men would be explained later on (they were not). Bridges, too, had trouble adapting to the style, asking at one point, “What the hell’s going on here?” (Of course, he’d grow fond of the spoof genre, later co-starring in the Hot Shots! movies and Mafia! for Jim Abrahams.)

On the music front, for the flashback sequence involving a Saturday Night Fever parody, ZAZ acquired the rights to The Bee Gees’ “Stayin’ Alive”; it sounds like a cover because it has been sped up. Another one who appreciated the style was Elmer Bernstein, who nailed the desired B-movie score that stands unique to his iconic works from The Magnificent Seven, The Ten Commandments and more.

But if you thought eating the fish was the biggest poison, imagine this: at an advanced screening of Airplane!, some reels were played out of order! After some proper rearranging – and trimming the movie down to sub-90 minutes from nearly two hours, the comedy was ready for theatres, debuting in Toronto and Buffalo on June 27th, 1980, before going wide on July 2nd, just a few weeks after The Blues Brothers and a few before Caddyshack. With such a small budget, Airplane! easily made back its money in less than one week, going on to gross $83.5 million during its run and become one of the highest-grossing movies of 1980.

Awards-wise, it would earn a BAFTA nod for its screenplay (losing to Being There) and even win the WGA Award for Best Adapted Screenplay. It, too, would be nominated for the Best Musical or Comedy Golden Globe, losing to Coal Miner’s Daughter.

Like so many upon release, today we consider Airplane! one of the funniest movies ever. The American Film Institute would rank it as the 10th funniest ever, behind The Graduate and ahead of The Producers. That list’s #1 is Some Like It Hot, although the team thinks Airplane! will one day be considered the best comedy ever – once all of the Some Like It Hot fans die. The AFI, too, would rank the exchange “Surely you can’t be serious” / “I am serious…and don’t call me Shirley.” as one of the greatest movie quotes ever, actually one of the few comedies represented. The Writers Guild of America would name it the 4th funniest screenplay ever, behind Groundhog Day, Some Like It Hot and Annie Hall. And in 2010, Airplane! would be added to the National Film Registry, the same year as All the President’s Men, The Exorcist and more.

While Airplane! wasn’t the first parody comedy; it launched the most prolific decade for them in the history of movies, for good or bad. On the hardly debatable bad side, it launched a 1982 sequel, the appropriately titled Airplane II: The Sequel. And while it had a wealth of the original stars, ZAZ sat it out, instead shifting focus to the series Police Squad!, soon enough adapted into The Naked Gun.

And despite all of those spoofs that came after it and all of the directors it influenced (including the Farrelly Brothers, who admit they wouldn’t exist without the Zuckers), there is no greater spoof – or perhaps purely insane comedy – than Airplane! Even ZAZ couldn’t top it, although Top Secret! and The Naked Gun give it a worthwhile go.

In the end, it looks like we picked the wrong week to stop producing…WTF HAPPENED TO THIS MOVIE?!