- Actor-Inspired Element: Susan Sarandon contributed several ideas to the film, in addition to the one below:
- It was her idea for Louise to pack her shoes in plastic bags when she's getting ready for the trip.
- The scene where Louise exchanges her jewellery for the old man's cowboy hat.
- Louise stopping the car just to stare at the stars while Thelma sleeps.
- The conversation between Louise and Jimmy in the motel originally called for them to have sex. Susan felt that Louise would not be in the mood to do it at that point in time — and that if it had to be in the film, there should be a moment where she backs out.
- California Doubling: California fills in for Arkansas and Oklahoma, while Utah does the same for New Mexico and Arizona. The famous "Grand Canyon" finale was actually shot at Utah's Dead Horse Point State Park.
- Cast the Runner-Up:
- Casting Louise took so long that Geena Davis was asked to sign a contract agreeing to play one or the other.
- Michael Madsen and Christopher McDonald were initially in talks to play the part of Harlan, the rapist.
- Creator-Chosen Casting: Ridley Scott personally convinced Harvey Keitel to take on the role of Hal, having worked with him on The Duellists.
- Deleted Role: Catherine Keener was cast as Detective Slocumb's wife, but her scene was cut. It's included on the Special Edition DVD.
- Development Hell: The project's genesis was in 1979, with Ridley Scott joining as a producer in 1980 with Callie Khouri intending to direct it. At several points, a few big-name actresses were attached to or considered for the titular roles. This also affected the project at the end, when the premiere was delayed thanks to troubles at MGM (the result of Italian conman Giancarlo Parretti causing the company to grind to a halt as he was embezzling like mad).
- Enforced Method Acting: In the scene where the tanker truck is shot and blown up, the reactions of Susan Sarandon and Geena Davis were supposed to be genuine. Rather than filming separate reaction shots, Ridley Scott rigged the tanker to blow up during the take, in order to get authentic expressions of surprise from the two leads. Despite this, they were so astonished while watching it that they forgot to actually react, so Scott had to film their reactions again.
- Playing Against Type: Harvey Keitel and Michael Madsen, usually cast as tough guys, criminals, or psychopaths, play the reasonable, empathetic Detective Hal Slocumb and Louise's Nice Guy of a boyfriend Jimmy, respectively. Interestingly, they would collaborate again the following year in Reservoir Dogs – in roles that were within type. Madsen has gone on to say this is one of the roles he's proud of. He had originally been in talks to play Harlan, which would have been closer to his typecast.
- Referenced by...: Telma and her cat Louise from The Legend of Zelda: Twilight Princess are named after the movie.
- Star-Making Role: For Brad Pitt, as the studly hitchhiker J.D.
- Technology Marches On: With cell phone video these days, it would be much easier to capture explicit evidence of Thelma's attempted rapist in the act.
- Throw It In!:
- Susan Sarandon added the kiss between Louise and Thelma at the end of the movie. Sarandon told costar Geena Davis (but no one else) that she was going to kiss her.
- The sequence where Darryl slips and falls over on the builder's supplies as he is leaving for work was unscripted, as Christopher McDonald genuinely lost his footing. Despite this he remained in character, yelling at the workmen as he got into the car and drove away. Ridley Scott liked the result so much, he kept it in the film.
- The scene where Louise grabs Thelma's headphones off her and scares her wasn't planned. Geena Davis was supposed to get up when Susan Sarandon called her from the car, but she had the volume on her walkman up too high and didn't hear her cue so Susan came over to get her.
- Jason Beghe improvised his scene where the State Trooper starts crying when Thelma's holding a gun on him, deciding it would make his character more memorable instead of merely and unemotionally complying with Thelma and Louise's demands.
- What Could Have Been:
- The alternate ending (had it been used) would have explicitly made clear that both women died — the car is seen flipping end-over-end as it goes down into the canyon, and Slocumb stops at the edge of the cliff and looks on mournfully while a helicopter swoops down to the canyon floor, all set to B.B. King's "Better Not Look Down". The film would end with a shot of the vehicle continuing to drive off into the distance, symbolizing that although both women had died, they would continue their journey in the afterlife.
- George Clooney auditioned for the J.D. part five times. William Baldwin was originally cast, then dropped out to do another movie. Brad Pitt — who'd auditioned for the part Baldwin got — ended up being cast.
- Michelle Pfeiffer and Jodie Foster were originally chosen for the leads and accepted the roles, but pre-production took too long and both actresses had to drop out due to other commitments. It was apparently Michelle's idea for Ridley to direct the film, as he had only planned to produce it.
- In 1980, Ridley Scott had Natalie Wood in mind as Thelma and Tuesday Weld as Louise.
- Meryl Streep and Goldie Hawn also considered the script.
- Callie Khouri wanted Holly Hunter and Frances McDormand as Thelma and Louise.
- Brian De Palma, John Carpenter, Sidney Lumet and Tony Scott were attached to direct while the film was in development. Richard Donner was keen to shoot the film - he called the script "historic" - but wanted his wife, Lauren Shuler Donner to produce, but Scott was not enthusiastic about that.
- Some other casting options:
- Ellen Barkin, Candice Bergen, Phoebe Cates, Kim Cattrall, Joan Cusack, Mia Farrow, Farrah Fawcett, Bridget Fonda, Melanie Griffith, Jessica Lange, Andie MacDowell, Madonna, Liza Minnelli, Isabella Rossellini, Cybill Shepherd, Sissy Spacek, Meryl Streep, Emma Thompson, Meg Tilly, Lily Tomlin, or Kathleen Turner for Thelma.
- Barkin, Kim Basinger, Lorraine Bracco, Glenn Close, Goldie Hawn, Anjelica Huston, Diane Keaton, Vanessa Redgrave, Rene Russo, Mary Steenburgen, Sigourney Weaver, or Debra Winger for Louise.
- David Bowie, Beau Bridges, Pierce Brosnan, Tim Curry, Robert De Niro, Richard Gere, Dustin Hoffman, Steve Martin, Paul Newman, Jack Nicholson, Al Pacino or James Woods for Hal.
- William Baldwin was originally cast as J.D., but dropped out in favour of Backdraft. Kevin Bacon, Alec Baldwin, Tom Cruise, Johnny Depp, Sean Penn, John Mellencamp, and Christian Slater were also considered.
- Chevy Chase, Kevin Costner, Kris Kristofferson, Rick Moranis or Bruce Willis for Jimmy.
- Willem Dafoe, John Travolta or Jon Voight for Max.
- At one point during production, Ridley Scott considered changing the ending to having Thelma survive after being pushed out of the car by Louise right before she drives off the cliff. He did film a longer ending (found on the Special Edition DVD) in which we see the car plunge into the canyon, with a melancholy B.B. King song playing in the background. Instead, he opted for a more upbeat ending with the car frozen in ascent and Hans Zimmer's score playing.
- Ridley Scott started auditioning body doubles for JD and Thelma's steamy sex scene. When Geena Davis heard about this, she assured him that she was happy to do the scene herself.
- Ridley Scott had planned to have no opening credits. But he loved Hans Zimmer's score so much that he created an opening title sequence to showcase it.
- It took so long to find someone to play Louise — as detailed by the many options above — that Geena Davis signed a contract saying that she would play Louise if they couldn't get anyone suitable.
- Write Who You Know: According to a magazine interview, Callie Khouri based the character of Thelma on her friend, country singer Pam Tillis.
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