Casting anyone other than Julia Roberts to star in Pretty Woman could have been a big mistake. Big. Huge. The actress snagged the role of down-on-her-luck prostitute Vivian Ward, and then just three days later lost the job that would eventually earn her the title of “America’s Sweetheart.” That’s because the film, which was originally titled 3,000, had cast Roberts as its leading lady, just days before its original production company, Vestron Pictures, went out of business.

“This small movie company folded over the weekend, and by Monday, I didn’t have a job,” Roberts recalled in a 2019 Variety conversation with Patricia Arquette, who’d also auditioned to play Vivian in what she described as “a gritty art movie” with a “really heavy” ending. Disney ultimately bought the film rights, with Garry Marshall stepping in to direct what became the 1990 romantic comedy Pretty Woman.

Marshall agreed to meet with Roberts as a courtesy

Although Marshall might have had some other Hollywood A-listers in mind for the starring role, he met with Roberts as a courtesy anyway.

“Garry Marshall came on, and because he’s a great human being, he felt it would only be fair to meet me, since I had this job for three days and lost it,” Roberts explained. After she won him over, Pretty Woman was born from what had once been 3,000 — a reference to the amount of money wealthy businessman Edward Lewis (played by Richard Gere) paid Vivian to be his escort for the week. “They changed the whole thing,” she said. “And it became more something that is in my wheelhouse.”

Indeed, 3,000 wasn’t quite the same modern-day Cinderella story that eventually hit theaters in March 1990. Before Marshall gave Pretty Woman the rom-com treatment, screenwriter J.F. Lawton had conceived the story in the late 1980s as a dark, gritty drama centering on the dangers facing Hollywood sex workers at the time. He’d drawn inspiration from such films as 1973’s The Last Detail and 1987’s Wall Street, and there was no happily ever after for Vivian and Edward.

Instead of Gere’s character’s chivalrous climb from his limousine to “rescue” Vivian from her fire escape (and her subsequently rescuing him right back), as Roberts tells it, in 3,000 Gere’s character “threw her out of the car, threw the money on top of her, as memory serves, and just drove away, leaving her in some dirty alley.” The original ending had Vivian on a bus with best friend and fellow prostitute Kit De Luca headed to Disneyland as she “stares out emptily ahead.” And, scene.

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The tone of the movie was changed to a ‘fairy tale with a twist’

Fresh off his success directing the 1988 musical drama Beaches, Marshall had been intrigued by Lawton’s heavier script, which he saw as the story of “a girl who wanted to change her life, and did,” according to Vanity Fair. What Marshall had in mind, however, was more akin to a fairy tale with a twist. “My vision was a combination of fairytales. Julia was Rapunzel, Richard was Prince Charming, and Hector [Elizondo] was the fairy godmother,” the late director said 2015. “It didn’t seem like a vision everybody would have, but I did.”

Despite its ultimate shift in tone, the movie still contained several elements and scenes from Lawton’s original 3,000 script. Among them were such classics as Vivian’s disastrous shopping experiences on Beverly Hills’ Rodeo Drive, as well as her and Edward’s opera date night and dinner with James Morse, the kind-hearted businessman whose company Edward intended to overtake.

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Lawton credited the studio’s desire for a happy ending to Gere and Roberts themselves. “They had auditioned Al Pacino, they had auditioned Michelle Pfeiffer, and it would definitely have been a different movie if had it been Al Pacino and Michelle Pfeiffer,” he told Vanity Fair. “It might have been closer to the original script and maybe not have had a happy ending. But the chemistry between Julia and Gere, it is palpable on the screen, it was palpable in auditions. You can’t really see how it could end any other way, because they just light up with each other.”

Roberts was the one who convinced Gere to join the film

In fact, Roberts was responsible for ultimately convincing Gere to sign on to the film. The actor remembers Marshall bringing her to his New York City apartment and leaving them alone to chat. “To be honest, I didn’t know if I was doing this movie yet. She’s across the desk, we’re getting to know each other, we’re flirty-flirty, nice-nice,” Gere explained during a 2015 cast reunion on the TODAY show. “And [Marshall] calls up and it’s kind of like, ‘How’s it going?’ And I’m going, ‘Yeah, yeah,’ and she takes a piece of paper [‘a Post-it,’ Roberts interjected]. She turns it around, and she pushes it to me. It said, ‘Please say yes.’ It was so sweet. And I was like [miming talking on the phone], ‘I just said yes.'”

Marshall echoed Lawton’s sentiments to Vanity Fair: “The chemistry between Roberts and Gere was perfect. The actors brought such a lovability and charm that I didn’t think the audience would want a dark ending, and it didn’t hurt that I am from the school of happy endings.”

The rest, of course, is pop culture history. In addition to receiving a 1991 Academy Awards Best Actress nomination for the role, Roberts also won a Golden Globe the same year. “I had no business being in a movie like that,” she told Arquette of 3,000‘s darker material, which also reportedly included more references to drug addiction. “I couldn’t do it then. I couldn’t do it now. Thank God it fell apart.”