It’s been 50 years since one of America’s most famous married couples, Elizabeth Taylor and Richard Burton, played one of cinema’s most unhappy married couples in Who’s Afraid of Virginia Woolf? Half a century has passed, and yet very little about their contentious relationship or their interaction with the hapless younger couple they’ve invited over for drinks feels dated. Caustic, bitter misery, it seems, is timeless. Directed by Mike Nichols and adapted by Ernest Lehman from Edward Albee’s play, the film still crackles with witty (and sometimes cruel) dialogue and heartbreaking pathos. Here are some behind-the-scenes facts to help you appreciate it all the more.

1. IT HOLDS A SPECIAL PLACE IN OSCAR HISTORY.

Who’s Afraid of Virginia Woolf? is one of only two films (so far) to get Oscar nominations in every single category it was eligible for: Best Picture, Director, Actor, Actress, Supporting Actor, Supporting Actress, Adapted Screenplay, Editing, Sound, Score, Art Direction, Cinematography, and Costume Design. (It won five of them, which isn’t a record at all.) The other film to achieve this feat was Cimarron (1931), but things were different then: there were only nine categories that year, seven of which applied to Cimarron.

2. MAKE THAT TWO SPECIAL PLACES IN OSCAR HISTORY.

It was the first film to have 100 percent of its credited cast—all four of ‘em—be nominated for Oscars. That feat has since been duplicated by the two-person drama Sleuth (1972) and Give ‘em Hell, Harry! (1975), James Whitmore’s one-man show about Harry S. Truman.

3. THE PLAY WAS CONSIDERED “UNFILMABLE.” JACK WARNER PAID $500,000 FOR IT ANYWAY.

The last of the original Warner brothers had wanted the movie rights to Who’s Afraid of Virginia Woolf? ever since he saw the play on opening night on Broadway on October 13, 1962. Most of Hollywood, however, assumed that regardless of the play’s popularity, its profanity and sexual frankness made it unfilmable. It was screenwriter Ernest Lehman (North by Northwest) who convinced Warner it could be done. Warner must have been thoroughly convinced, because in March 1964, he paid playwright Edward Albee $500,000 for the movie rights, plus 10 percent of the gross after the film earned $6 million.

4. JACK WARNER ORIGINALLY WANTED IT TO STAR BETTE DAVIS AND JAMES MASON

Bette Davis and James Mason, both in their late 50s, were the right age for the roles, and Albee was particularly delighted by the prospect of Davis playing Martha, who quotes a Bette Davis movie (“What a dump!”) in the first scene. (The line is from 1949’s Beyond the Forest.) But even if they could get the script past the censors, the dark, dialogue-heavy film was going to be a tough sell to audiences. Lehman, acting as producer as well as screenwriter, told Warner they needed bigger stars and suggested Elizabeth Taylor.

5. HENRY FONDA’S AGENT WOULDN’T EVEN SHOW HIM THE PLAY.

Henry Fonda was one of the names suggested when Warner and Lehman were still making casting considerations. But to give you an idea of how controversial Albee’s dialogue was for the early 1960s, Fonda’s agent wouldn’t even give a copy of the script to his client.

6. ELIZABETH TAYLOR HAD TO BE TALKED—AND BOUGHT—INTO IT.

Taylor certainly had the right star power to fuel a box office hit, but as a beautiful woman in her early 30s, she was all wrong to play a bitter, middle-aged harridan. She said as much when Lehman approached her, but was convinced by Burton, her then-husband, to take the role as a challenge. She also took a $500,000 salary plus 10 percent of the gross—the same deal the playwright got. (Burton got a flat $750,000.) She wanted Burton to star in it with her, even though many thought he was too strong-willed to play the spineless George.

7. THE PLAYWRIGHT APPROVED OF THE CASTING ... EVENTUALLY.

“I was a little upset by the casting,” Albee said on the 40th anniversary DVD. “I understood the commercial reasons behind it. I mean, Elizabeth and Richard were getting married and divorced a lot, and yelling at each other a great deal. So I suppose they thought it was perfect casting, even though Elizabeth was 20 years too young for the role and Richard was about five years too old.” Albee came around when he saw the actors’ dedication to their performances, though he always said a Davis/Mason version would have been “deeper.”

8. MIKE NICHOLS GOT THE DIRECTING JOB BECAUSE HE HAD SHARED AN ALLEY WITH RICHARD BURTON.

Mike Nichols, also in his early 30s at the time, was an acclaimed comedy performer and theater director who’d never made a movie. He knew Liz and Dick from his time performing with Elaine May on Broadway—their theater shared an alley with the one where Burton was doing Camelot—and had vacationed in Rome with them. The Burtons wanted someone young to direct the movie, and they had veto power, so Jack Warner had little choice but to accept their recommendation. (Lehman, who was the driving force behind the movie the whole way, trusted that Liz and Dick trusted Nichols.)

9. JOHN FRANKENHEIMER AND FRED ZINNEMANN WERE ALSO CONSIDERED AS DIRECTORS.

John Frankenheimer had made Birdman of Alcatraz (1962) and The Manchurian Candidate (1962), and would make Seconds (1966) and Grand Prix (1966) during the time Nichols was making Who’s Afraid of Virginia Woolf? (It’s not clear whether he was actually approached or just considered.) Fred Zinnemann, who’d directed High Noon (1952), From Here to Eternity (1953), and Oklahoma! (1955), was offered Virginia Woolf but turned it down to make A Man for All Seasons (1966)—which ended up being Virginia’s main competition at the Oscars.

10. THEY HAD TO MAKE A CHANGE TO AVOID RUNNING AFOUL OF DISNEY.

The title is a play on “Who’s Afraid of the Big Bad Wolf?,” a song from the 1933 animated Disney short The Three Little Pigs. But when Martha sings it, she uses the tune from the nursery rhyme “Here We Go Round the Mulberry Bush.” Why? Because nursery rhymes, unlike Disney songs, are in the public domain and can be performed in movies without having to get permission or pay royalties. (Most productions of the stage play take the same route.)

11. IT WAS SHOT IN BLACK AND WHITE TO MAKE EVERYBODY LOOK WORSE.

Nichols was adamant on this point, even though most Hollywood films were in color by this time. For one thing, the makeup used to add 15 years to Taylor’s age showed up better in black and white, and she and Burton both looked wearier and more haggard in gray tones than in Technicolor. For another thing, Nichols felt color would make the film too literal, too real-world. He wanted it to be stylized and somewhat abstract. At the time (and thanks largely to Albee’s and the Burtons’ salaries), it was the most expensive black-and-white film ever produced, costing some $7 million. It made $10.3 million at the box office.

12. THE OSCAR-WINNING CINEMATOGRAPHER WAS A LAST-MINUTE REPLACEMENT.

Harry Stradling, Sr. was a talented and acclaimed cinematographer (he’d won two Oscars already) who nonetheless proved wrong for the task at hand and was fired. The reasons for this vary depending on the source. Nichols said it was because of his suggestion on how to get the right look: shoot it in color, then print it in black and white. “I said, ‘Oh, I’m sorry you said that. I have to fire you now,’” said Nichols. But other sources say Stradling was let go because his work was too flattering on Taylor—he just couldn’t make her look dowdy enough. Whatever the reason, he was replaced by Haskell Wexler, who won his first Oscar for his work on the film.

13. IT LED TO THE MOVIE RATING SYSTEM THAT WE HAVE NOW.

In 1966, Jack Valenti had just taken over as head of the Motion Picture Association of America (MPAA), and he was already convinced that the MPAA’s Production Code needed to be overhauled, if not abolished. The Production Code was an old set of rules that had been applied to movies since the mid-1930s, dictating, for example, that even married couples couldn’t be shown sharing a bed; no one could use profanity; crime and immorality must be punished; and so forth. As America’s standards changed and Hollywood’s filmmakers grew more adventurous, it was becoming clear that the old-fashioned system—where a movie was either approved for all audiences or not approved for any of them—wasn’t going to work anymore. Valenti’s experience negotiating the finer points of Who’s Afraid of Virginia Woolf? (see below), soon followed by the controversy of full-front nudity in Blow-Up, made him actively pursue a new system where movies would be rated according to the audience for which they were appropriate. It went into effect in 1968 and, with a few alterations over the years, is still in place today.

14. THE LANGUAGE CAUSED MANY HEADACHES AND CAREFUL NEGOTIATIONS.

To hear people talk about it, you’d think the characters in Who’s Afraid of Virginia Woolf? swore like Scorsese characters. But the language that was so controversial in the 1960s would barely get a PG-13 rating today. (The play didn’t even use the F-word, though Albee has since revised it so that it does.) Still, when audiences were accustomed to movies using no profanity, even light imprecations were shocking. Valenti and the MPAA board met with Jack Warner to discuss two specific phrases in the film: “hump the hostess” and “screw you.” (If you see a production of the play now, that second phrase will be the one with the F-word in it.) No one had ever used either of those verbs in that context in a major Hollywood film before. After three hours of discussion, it was decided that “screw you” would be replaced by “goddamn you” (it’s a mystery why this was considered less objectionable), while “hump the hostess” remained intact.

Additional sources:
DVD commentary and features
Edward Albee: A Singular Journey, by Mel Gussow