A loose adaption of the Giovanni Arpino novel Il buio e il miele and the 1974 movie Profumo di Donna, Scent of a Woman (1992) stars Al Pacino as the bitter, angry, depressed, and blind Lt. Col. Frank Slade in a role that would earn him his first Oscar win. Chris O'Donnell plays prep school student Charlie Simms, who is tasked with babysitting Slade in New York City over a Thanksgiving weekend. Here are some facts about the movie—the first to ever air on the Starz Network—to read before you get tangled up and tango on.

1. JACK NICHOLSON SAID NO.

Nicholson was initially approached to play the blind lieutenant colonel, but after he read the script, he passed. He made up for it with a big 1992, appearing in Man Trouble, Hoffa, and A Few Good Men.

2. MATT DAMON, BEN AFFLECK, BRENDAN FRASER, AND O'DONNELL'S CASTMATES IN SCHOOL TIES ALL AUDITIONED FOR CHARLIE.

"The whole cast went down to audition for it,” Matt Damon remembered in a 1997 Vanity Fair profile. “So the way I found out about the part is, I’m checking in with my agent, to see if anything good has come in, and my agent says, ‘Here’s one with a young role, and . . . Oh my God, it’s got Al Pacino in it!’ So I go up to Chris and say, ‘Have you heard about this movie?’ and he says [curtly] ‘Yeah.’ So I say, ‘Do you have the script?’ ‘Yeah.’ ‘Can I see it?’ ‘No—I kinda need it.’ Chris wouldn’t give it to anybody." Stephen Dorff also auditioned.

3. O'DONNELL WAS VERY CONFIDENT HE GOT THE ROLE, BUT WAS VERY NERVOUS AT HIS AUDITION.

While Damon, Affleck, Fraser, Randall Batinkoff, and Anthony Rapp all felt their auditions didn't go well, O'Donnell felt good about his. "Chris used to play things close to the vest," Damon said. "We asked him how his audition went, and he just said [highpitched, Hibernian singsong], ‘Ohhh, it was all right.’ And we were like ‘Dude! Just tell us how it went!’ And he would say [singsong again], ‘Ohhh, I don’t know.’”

As O'Donnell later admitted, it wasn't easy. “I really wanted it, I really prepared hard for it," he recalled. "Al Pacino was a no-brainer. But when I got in there, Al is such an intimidating presence and the character is supposed to be intimidated by him. I was able to play on that natural nervousness that I had around him in the audition process that helped me to win the role.”

4. CHRIS ROCK AUDITIONED FOR CHARLIE, TOO.

"There was a little bit of talk about me playing the Chris O'Donnell part in Scent of a Woman, which actually would've been a better movie," the comedian told Rolling Stone in 2014. "Not 'cause of me—it just would've been a better movie with a black kid playing that part."

5. DIRECTOR MARTIN BREST WANTED PACINO AND O'DONNELL SEPARATED.

Brest wanted to split the two up so he could create tension, but Pacino and O'Donnell actually wound up bonding off-screen, putting a halt to any separation plans.

"It was just the most nerve wracking experience of my life, and being that nervous around Al Pacino for the majority of the film as well," O'Donnell later said. "I knew at the time I was doing it that this is going to be the greatest single acting experience of my life that I'll ever have." Pacino gave the then 21-year-old actor some life advice while on set. "He always told me don't ever marry an actress. He said you'll always be second in their life." O'Donnell didn't.

6. LT. COL FRANK SLADE WAS THREE DIFFERENT PEOPLE.

Screenwriter Bo Goldman (One Flew Over the Cuckoo's Nest, The Rose) discovered that his brother was broke and living in a big expensive New York apartment that he was a year behind on rent for. One week later, Brest called him and showed him Profuma di Donna. "I looked at this movie, and this character struck me as being exactly like my brother, who became the character in Scent of a Woman," Goldman said. "The character was crossed with my first sergeant in the Army, a member of the famous 442nd Regimental Combat Team, who was the second man I’ve ever really been afraid of, and the first man I was afraid of—my father. The sergeant was a real soldier…So this character became a hybrid of all these people.”

7. 'HOO-AH' CAME FROM PACINO'S GUN EXPERT.

"I was working with a lieutenant colonel who was teaching me the ways [of the Army]," Pacino recalled. "We worked every day, and he'd teach me how to load and unload a .45 and all this stuff. Every time I did something right, he'd go, 'Hoo-ah!' Finally, I asked, 'Where did you get that from?' And he said, 'When we were on the line, and you turned and snapped the rifle in the right way, [you'd say,] 'Hoo-ah!' So I just started doing it. It's funny where things come from."

8. PACINO WAS FITTED FOR SPECIAL LENSES THAT HE ENDED UP NOT USING.

After spending months getting fitted for special lenses that would make Pacino's blindness more convincing, the actor and Brest opted not to use them. There was concern that Pacino's eyes would get hurt if he used them for too long.

9. PACINO HURT HIS CORNEA FALLING INTO A BUSH.

"You don't focus your eyes. And what happens is, you just go into a state," Pacino told Larry King after King asked how he pretended to be blind. "As a matter of fact, I had an eye injury during the shooting of the film, because I fell into a bush. And the worst kind of eye injury is when plant life gets into your cornea. It stuck into my cornea. As I was falling, my eyes weren't focusing and the thing went into my eye. So it's also dangerous to do that."

10. THAT TANGO SCENE WAS PAINFUL FOR GABRIELLE ANWAR.

Gabrielle Anwar (later Fiona Glenanne on Burn Notice) put herself on tape and flew to New York to meet Pacino for an audition. She was then told she didn't get the role of Donna because she "wasn't quite right," before the powers-that-be changed their mind and asked her to fly back to New York. She spent a week with a tango instructor, but didn't really need to, since she used to dance at a nightclub for teenagers in her England hometown of Laleham.

Anwar claimed in 2013 that Pacino did not attend the tango rehearsals. "It was a bit dodgy. I have a few sort of half-broken toes still," she said. "It was interesting... (but) it's Al Pacino, for God's sake; I couldn't exactly complain. I was afraid... He was incredibly nice to me."

11. THEY WENT TO PLACES THE GODFATHER AND BOTH ARTHUR FILMS HAD GONE BEFORE.

The all-male Baird School was filmed at the all-female Emma Willard School in Troy, New York. (Emma Willard was the first women's higher education institution in the United States.) But the final Baird scene was shot at Hempstead House, one of the four mansions on Sands Point Preserve in Long Island, New York. One of the other mansions was where the movie producer woke up to his horse's head in that other Pacino film.

They also shot in the Oak Room at The Plaza Hotel, where the original Arthur drank with Gloria. The tango was performed in the ballroom of The Pierre Hotel. The luxury penthouse there was used again by Brest when he made it Anthony Hopkins's character's home in Meet Joe Black (1998). The penthouse was also used by the Arthur Bach played by Russell Brand in the 2011 remake.

12. O'DONNELL'S BEST TAKE WAS A CAMERA OPERATOR'S WORST.

“The one scene where Chris O’Donnell cries, the focus puller missed and it was soft," editor Michael Tronick revealed. “Normally, Marty [Brest] wouldn’t consider looking at something that’s imperfect that’s flatly out of focus. But it was the best take and we knew it. It had to be in the movie.”

13. PHILIP SEYMOUR HOFFMAN CREDITED IT AS HIS BIG BREAK.

Hoffman had to audition five times to get the part of George. When he won the role he was living in Brooklyn with just a futon while making ends meet working at a deli. Hoffman admitted to The New York Times in 2008 he sometimes caught Scent of a Woman on TV. “I’ll watch it, and I say, ‘Do less, Phil, less, less!’" he said. "Now, I’m a little mortified by parts of my performance. But back then, it was huge! It was pure joy to get to do the work." Writer/director Paul Thomas Anderson claimed that after he saw Hoffman in the movie, “It was one of those ridiculous moments where you call someone and say, ‘You’re my favorite actor.'" Anderson then wrote the part of Scotty J. in Boogie Nights (1997) for him.

14. BREST THOUGHT THE LENGTH WAS JUST FINE.

Some critics notably said the movie, at two hours and 37 minutes, was too long. The first cut by Brest went 160 minutes long. Brest, Goldman, and Pacino wanted it to be even longer, and Universal wanted it shorter. Brest, Goldman, and Pacino eventually won when test audiences gave a higher score to the longer 157-minute cut. Universal, however, cut the movie down for TV and on airplanes. For those versions, Brest removed his name.

15. CHRIS O'DONNELL HAD MORE WORK TO DO.

O'Donnell was working on his marketing degree at Boston College when he starred in the movie. The day after the movie premiere, he needed to finish a term paper and had three finals to study for.