Tagline: For 31 years it's been just the Fabulous Baker Boys... but times change.
Kloves had originally envisioned them playing the Baker brothers and they signed on after he met with Jeff on his Montana ranch. He liked it and gave it to his brother to read. Beau remembers, “Initially, I was a little reluctant since Jeff had initiated it and I didn’t want anyone to feel that big brother had been forced upon them. By the time I’d finished reading the script however, I would have killed to have done it.” Madonna was originally approached to play the part of "Susie Diamond", she initially expressed interest in the part, but after reading the script she refused to take the part claiming it was "too mushy" . Debra Winger, who was the second choice for the part was then approached but she also declined the offer because she wanted to spend time with her family. Michelle Pfeiffer was a friend of Kloves prior to getting the part, read the script, expressed an interest in doing it and he then offered her the role.
By 1988, the film was finally greenlighted by Gladden Entertainment and 20th Century Fox with Kloves directing. Initially, it was thought that a more experienced filmmaker would direct and George Roy Hill was even considered at one point but over the three years of development, Kloves convinced the producers that he should direct. They were impressed with his refusal to make a safe, Hollywood movie. He said in an interview, “This was a project where there was a feeling in town that it could be made with Chevy Chase and Bill Murray which would be a disastrous mistake.”.
Pfeiffer hadn’t sung professionally since Grease 2 in 1982. She spent four months strengthening her vocal cords with extensive daily practice sessions. She also spent time researching lounge singers in the Los Angeles area. Famous jazz pianist Dave Grusin dubbed Jeff Bridges' piano playing while John F. Hammond dubbed for Beau Bridges. The actors were also coached by Joyce Collins and Lou Foresteri in order to look like they were actually playing the piano.
Principal photography began on December 5, 1988 in L.A. at the Ambassador Hotel, the home of the famous Cocoanut Grove nightclub. Even though the film’s story is set in Seattle, the filmmakers chose to shoot most of the film in L.A. over the course of ten weeks so that they wouldn’t be at the mercy of the Pacific Northwest’s notoriously temperamental weather. The crew ranged from 50 – 75 people and they spent only one day shooting at each location.
Production designer Jeffrey Townsend worked hard to create a specific look that reflected the characters by suggesting “in the succession of lounges that these are dank little clubs they have always played and that the probably look the same as when they were first booked into them – fifteen or twenty years behind in the decor, with years of drinks spilled on the carpets and smoke-infested upholstery. Once Susie joins them, suddenly we see a little more outdoors – windows overlooking ponds, greenery, trees and rooms on higher floors of buildings.”
For the famous scene where her character sings “Makin’ Whoopee” on top of a piano, Pfeiffer rehearsed it wearing knee and elbow pads but when it came to filming, she went unprotected, claiming that it “was rough on my knees” and that “the most difficult thing was climbing down at the end.” For this scene she had only one choreography lesson that lasted three hours with choreographer Peggy Holmes. Pfeiffer remembers, “We didn’t want it looking like a choreographed dance. The dress had to be open enough so I could move in it, but closed enough so I wouldn’t be flashing.” To achieve the elaborately shot sequence, a wooden platform with a dolly track was built in an oval around the piano which was on a stage in front of 300 extras. The scene took six hours to film in four takes.