The Untold Truth Of Billy Madison

Who doesn't love "Billy Madison"? The adorable story of a grown man who decides to go back to school to prove to his daddy that he's not a fool? Starring a very young Adam Sandler — along with Bradley Whitford, Bridgette Wilson-Sampras, Norm MacDonald, Josh Mostel, Darren McGavin, and Chris Farley — who was still known more for "Saturday Night Live" than anything else, "Billy Madison" was a modest hit at the box office (via The Numbers) that successfully kicked off his theatrical career after earlier big screen efforts had failed to generate much enthusiasm. 

Put it this way: without "Billy Madison," there would probably be no "Happy Gilmore," no "The Wedding Singer," and no "50 First Dates." So really, "Billy Madison" is the one that started it all.

Now, it's likely you're a fan of "Billy Madison" as well, otherwise why would you be here? So we're hoping that the following list features a few nuggets of information you may not have known about the endearing (and absolutely bonkers) 1995 comedy. Stop looking at me, swan, and let's do this!

There are many of us who consider "Billy Madison" the greatest film ever made. Legend has it that even Robert De Niro ranks it as his all time favorite movie — but don't quote us on that. At the time of its release, even Adam Sandler felt he had done a good enough job to merit some attention from the Academy of Motion Picture Arts and Sciences.

The actor said as much during an appearance on "The Tonight Show Starring Jimmy Fallon," while discussing the award possibilities of his more recent film, "Uncut Gems." Sandler, like many of his fellow actors, has longed to be recognized by his peers for his acting skills — hence, dramatic turns in the likes of "Punch Drunk Love" and "Reign Over Me" — though critical recognition has alluded him throughout his storied career. "I think when I was young," he said, "I thought 'Billy Madison' or something had a shot. But they took that away from me. So I stopped dreaming."

We're 99% sure Sandler is speaking in jest, though we'd be lying if we claimed we didn't agree with him.

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 with Bob and David" 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 on "Saturday Night Live" (he wrote the famed "Motivational Speaker" sketch for Chris Farley that only aired after he left the gig), which is why the studio "denied Sandler's request" to cast him in the role, according to an interview with the comedian on Fly on the Wall with Dana Carvey and David Spade (via The Playlist).

Could we have seen Odenkirk explode on the screen way back in the mid-'90s? We'll never know, but keep in mind that if fame had come that early for Odenkirk, we may never have gotten the cult comedies he's famous for, such as the Adult Swim series "Tom Goes to the Mayor," or the films "Let's Go to Prison" and "The Brothers Solomon" — or Saul Goodman.

When Sandler's efforts to bring in his friend Bob 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 the podcast "Fly On the Wall" (via The Playlist), Sandler revealed that the studio held open auditions following the Odenkirk rejection. Sandler caught a glimpse of Hoffman and was absolutely blown away. Sandler then went to the studio and begged them to hire the man. After much deliberation, they finally relented and agreed. Naturally, Hoffman turned 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 would go on to have a terrific career that saw him win numerous accolades, including an Academy Award for Best Actor for his work in "Capote," before passing away in 2014. Whether he would have nabbed an award as Eric Gordon will always prey on our minds.

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 the red-headed O'Doyle, played by Conor Devitt) oust the man before he can even reach the playground. After receiving encouragement from his teacher, Billy gives it another go and decides to exact some brutal revenge.

The scene is genuinely hilarious, but did you know Sandler actually hit most of those kids so hard that he made them cry? As the actor recalled on "Conan," "I hit some kid pretty hard, and he gets upsets and starts crying ... [I asked the parents], 'Didn't they read the script?' They go, '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. 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." Why does this make us love this scene even more?

Fans of "Billy Madison" will recall the odd side characters sprinkled throughout the film — notably, Doo Doo the Clown, the psycho Danny McGrath (played by Steve Buscemi), 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. "And then he went and did it, and he held his breath until he turned red," Davis recalls. "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 Farley was willing to push himself for a laugh, and remembered thinking, "Oh my God, you don't have to go that far!"

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 "CB4" — a comedy starring Chris Rock — for the studio a year earlier and was eager to work with her once more.

"I have a fondness for Jewish boys from New York (I'm married to Mike D of the Beastie Boys)," Davis joked in her Washington Post article, "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. "The studio wanted a less stylized movie, more of me being a goof," Sandler told EW.

According to Davis, the movie was in serious trouble, and Sandler was stressed out. She immediately came in and changed the atmosphere, allowing Sandler to, well, be Sandler. The rest is history.

In the same Washington Post article, Davis explains 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. "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," Davis wrote.

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. "Many of the stranger but most frequently quoted scenes in 'Billy Madison' were unplanned," recalled Davis. "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 — the camera pans down to show a trickle of blood coming out of his mouth. Even the dodgeball scene was a last-second addition that Sandler thought of late one night. Thankfully, Davis was totally up for this brand of comedy, otherwise "Billy Madison" might have turned out quite different.

Another nice touch in "Billy Madison" is the inclusion of character actor Larry Hankin, who appears as Carl Alphonse, or 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 mantra. About midway through the film, he approaches Billy and warns him of Eric's treachery, adding a little, evil laugh 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 (Sandler was also a fan), who made Hankin cut his hair for his role as Carl. After the first two or three days of filming, Hankin was having lunch when Sandler called him over. "He's questioning me," Hankin said on the podcast. "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 — "Adam is very insistent and can get you to do anything!" says Hankin — and the actor obliged with the goofy "mouse face" laugh you see in the movie. Luckily, it works and makes Carl all the more lovable.

Weirdo side characters are all the rage in "Billy Madison," and that extends to Principal Max Anderson: a nice enough guy with a penchant for writing "horny" Valentine's Day notes and being inappropriate with his students. He also comes loaded with a rather dark back story.

Max once enjoyed a pro wrestling career as the "Revolting Blob," albeit one that was cut short when he accidentally killed a man during a fight. The villainous Eric Gordon uses this info to blackmail poor Max into betraying Billy late in the film, but the principal makes things right by donning his wrestling garb once more to lay waste to our antagonist during the climax.

Josh Mostel, the actor who plays Max, is the son of legendary Broadway and film star Zero Mostel, of "Fiddler on the Roof" and "The Producers" fame. According to Turner Classic Movies, Josh got his start as a boy soprano at the Metropolitan Opera in New York, before graduating from Brandeis University and making his Broadway debut in 1971 in "Unlikely Heroes."

Clearly, the apple doesn't fall too far from the tree, and Josh has been able to enjoy a successful film, television and stage career just like his old man.

Perhaps the greatest gift "Billy Madison" bestowed upon audiences was the original Adam Sandler-Steve Buscemi team-up. (Okay, technically they worked together on "Airheads," but that's not really an Adam Sandler project.) Buscemi's part in the comedy is minor — he plays a former classmate of Billy's who spends his free time sampling lipstick and hunting the bullies of his youth — but the gig paved the way for future roles in a number of Sandler films.

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. Apparently, 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 by stating, "I don't know if I have a favorite, but I do really love the character in 'Billy Madison.'" We do too, Steve.

We lost a great one when Norm Macdonald recently 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. "Ole Norm likes to take his time," Sandler joked. "Maybe he's going deep for this ... after a few more seconds, I noticed ole Norm was sleeping."

"Well," Macdonald chimed in, "they wanted me to play a drunk, and so I said, 'You got some booze?' But also he called me Frank, and in my mind I'm like, 'Who ... is Frank?'" Only Norm Macdonald could get away with that one.

"Billy Madison" fans will likely recall the O'Doyle clan that torment Billy in every grade. These red-headed, mean-spirited bullies knock poor Billy with dodgeballs, dump milkshakes on his head and stuff his locker with horse manure before the entire family (stuffed in a station wagon) meets a violent end by driving over a cliff (all the while shouting their signature "O'Doyle rules" tagline). It's all part and parcel of the bizarre humor in "Billy Madison" and absolutely hilarious.

This part of the movie can mostly be attributed to Rich Wilkes. Wilkes wrote "Airheads" and was hired by producer Robert Simonds to do an uncredited rewrite of Sandler and Herlihy's "Billy Madison" script, according to Vice. 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.

"I took the name from Brian Doyle-Murray, Bill Murray's brother, because he's one of the funniest guys ever," says Wilkes. "I added the 'O' because you want the O'Doyles to be instantly recognizable — that's why they're all redheads."