With prosthetics virtually obscuring the familiar faces of legendary actors Al Pacino and Dustin Hoffman, its matte paintings, and its unique color schemes, Warren Beatty’s big-screen take on Chester Gould’s Dick Tracy comic strip was—and remains—singular in its imagery. Whether or not it was a good film remains debatable, even on its 25th anniversary

1. BEATTY WANTED TO MAKE A DICK TRACY FILM SINCE THE MID-1970s.

Before Beatty picked up the film rights to Dick Tracy in 1985, Steven Spielberg and John Landis were each given the opportunity to direct it. Then The Warriors director Walter Hill became attached, but his idea of how the movie should look didn't align with Beatty's ideas. Martin Scorsese was approached as well, but when negotiations fell apart, Beatty decided to direct the movie himself.

2. KATHLEEN TURNER AND KIM BASINGER WERE CONSIDERED FOR BREATHLESS MAHONEY.

But then Madonna happened. The singer advocated hard for herself, wanting to finally be in a big, successful movie.

3. MADONNA WORKED FOR SCALE.

Which reportedly worked out to $1,440 a week. Of course, she also received a percentage of the box office take (which ended up being more than $162 million worldwide), plus money from soundtrack rights.

4. MADONNA INITIALLY HAD TROUBLE SINGING STEPHEN SONDHEIM’S SONGS.

So Beatty got Sondheim to come to the set to coach the singer. One of the five numbers the composer/lyricist wrote for the film, “Sooner or Later (I Always Get My Man),” won the Academy Award for Best Original Song.

5. SEAN YOUNG WAS FIRED AFTER ONE WEEK.

The actress, who was originally hired to play Tess Trueheart, claimed that Beatty fired her because she repeatedly refused his sexual advances. Beatty denied it. Young also claimed that Beatty withheld the script from the actors until the last minute. Glenne Headly stepped in to play the part instead.

6. THE FILM'S COMPOSER SAID BEATTY "WAS INSANE."

Danny Elfman was hired because of his work scoring the previous year’s Batman. His work was one of the three soundtracks for the movie. When asked about the experience in 2003 by Movieline, Elfman said that "Warren [Beatty] was insane. But, see, what overshadows all the craziness involved in working with Warren is that I wanted to write a big, romantic Gershwinesque melody and that's what I got to write."

7. GENE HACKMAN REFUSED TO MAKE A CAMEO.

When he appeared in what amounted to little more than a cameo in Beatty’s Reds, 50 takes were “needed” for one of his two scenes. With that in mind, Hackman turned down Beatty’s request to appear in Dick Tracy.

8. THE COLORS WERE PURPOSELY LIMITED.

Costume designer Milena Canonero convinced Beatty to only use red, yellow, orange, blue, green, fuchsia, purple, cyan, black, and white.

9. PEOPLE WERE HIRED AS "MAKEUP POLICE."

Makeup artists Doug Drexler and John Caglione Jr. realized—to their own horror—that eating certain foods (spaghetti included) could ruin the prosthetics worn by several of the actors, including Al Pacino and Dustin Hoffman. So “MP”s—or Makeup Police—were hired to follow the at-risk actors around during their lunch breaks to make sure they didn’t screw things up.

10. SOME FACES TOOK THREE HOURS TO PUT ON.

That was the case for R.G. Armstrong’s Pruneface. The actor told Entertainment Weekly that he slept while the makeup artists were doing their thing. His visage was covered with alginate, which is similar to what dentists use to make tooth impressions.

11. BEATTY TRIED ON PHONY NOSES AND JAWS.

Ultimately, it was decided that prosthetics on Beatty would have distracted everybody from the movie.

12. AN ANIMATED ROGER RABBIT SHORT RAN BEFORE THE MOVIE.

Disney wanted to make sure to give children a reason to care about seeing a movie based on a 1931 comic strip, which led to the birth of “Roller Coaster Rabbit.”

13. DISNEY CANCELED A "DICK TRACY CRIME STOPPERS" ATTRACTION AT ITS THEME PARKS.

The ride would have been a high-speed chase through Prohibition-era Chicago. The movie didn’t initially get the box office numbers to give the company faith in moving forward with the project.

14. THE HEAD OF DISNEY THOUGHT IT WAS PROBABLY ALL A WASTE OF TIME.

A leaked memo from then-Disney chief Jeffrey Katzenberg claimed that Dick Tracy ended up costing $100 million or so to make and promote, and since it made about that much in the United States, it therefore might not have been worth all of the effort. Beatty was so upset over it that Katzenberg sent the actor-director a picture of himself on a dartboard, two white doves in a gold cage, and an olive tree to say he was sorry. (It didn’t work.)

15. THERE WAS A 2008 TELEVISION SPECIAL.

In danger of losing the rights to the character, Beatty put together a 30-minute special that ran on TCM a couple of times. Interviewed by Leonard Maltin, Beatty was in character as Tracy.