It’s a Mad World: The ‘Donnie Darko’ Oral History

In the late 1990s, Richard Kelly was a recent USC film school graduate working as a client assistant at a Hollywood postproduction house. He spent his days serving coffee to pop stars and directors. “I’m making cappuccinos for Madonna,” he says, “trying to impress her.”

At night, while using the facility’s editing equipment to wrap up his graduate student film, Kelly pondered his future. “I finally was like, ‘I have to write a feature-length screenplay,’” he says. “I had never done that.”

Growing up in suburban Richmond, Virginia, Kelly had heard a news report about a chunk of ice that fell off the wing of a plane and crashed into a boy’s empty bedroom. “That poor kid, what is he thinking about?” Kelly asked himself. “Did someone have my number? Were they trying to kill me? Was this kind of like a sign from a higher power?”

The screenplay that Kelly eventually wrote, titled Donnie Darko, answered those questions—and more. It’s a coming-of-age, late-’80s period piece that explores time travel and centers on a sensitive, snarky title character troubled by visions of a man in a bunny suit. Kelly says that he wrote the script in about a month. The wildly original, genre-bending tale attracted industry heavyweights. Yet as much as they liked what they read, no one dared to hand the reins of a multimillion-dollar production to a guy in his early 20s. “Everyone was interested in the script,” Kelly says. “They weren’t really so interested in me directing it.” But with some luck and the help of several A-listers, he got his wish.

It was, in a way, miraculous. After all, Kelly was just 25 when shooting began. “That’s almost too young to be directing a feature,” he admits. But making Donnie Darko, which debuted at the Sundance Film Festival 20 years ago today, was the least turbulent part of the movie’s story. Even with a unique premise and a budding superstar in Jake Gyllenhaal as its lead, the film struggled to secure a distributor and almost went straight to home video. When Kelly’s opus finally opened on October 26, 2001, it did so shortly after the events of 9/11 had left audiences wary of anything airline-crash related. After being temporarily held from international audiences, it barely grossed half a million dollars.

The movie didn’t truly become a curiosity until teenagers who missed it in theaters began finding it. The film had three sharp hooks: a deep cast of angsty up-and-comers, a new-wave soundtrack, and a Reagan-era setting. But what really turned Donnie Darko into an obsession was its complex yet accessible plot and themes, which kept college kids up at night, debating in smoke-filled dorm rooms. What is life? What does it all mean? Like The Matrix did a few years prior, the eerie indie challenged an audience weaned on meta-slasher flicks and raunchy comedies. And while its profundity decreases the older you get, Donnie Darko will always be a wormhole that sucks in curious adolescents and blows their minds.

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Part 1: “If You Take $1, It’s Not Yours Anymore.”

In 1998, Kelly wrote the Donnie Darko script, in which a jet engine materializes out of thin air and crashes into the protagonist’s room while he’s out sleepwalking. On that fateful excursion, he meets Frank, a man in a rabbit costume who tells him that the world will end in a month. Well, to be precise ...

Richard Kelly (writer-director): Twenty-eight days, six hours, 42 minutes, 12 seconds. That’s the time frame of the story, and it’s going to climax around Halloween.

Instead of it being a piece of ice, in my mind, I decided, “What if it’s an actual engine that somehow gets ripped off a plane?” Then I thought, “What happened to the plane?” The plane would have crashed. Then I thought, “What if they never found the plane?” There was no plane and they couldn’t figure out where the engine came from. I thought, “OK, that’s a cool mystery.”

Sean McKittrick (producer): We had made Richard’s postgraduate film, Visceral Matter. And after that, it was like, “We’re two broke filmmakers.” So I ended up taking a job at New Line Cinema, working for an executive named Lynn Harris. And Richard was hunkered down, working on this script.

Kelly: At night, I was [working at] 525 Post Production, making cheese and cracker plates and getting food for “Weird Al” Yankovic. And I would go home during the day and would be writing Donnie Darko.

McKittrick: Being an assistant, you worked before or after your 18-hour day.

Kelly: The first draft, I think, was about 145 pages.

McKittrick: I had never read anything like this before. I mean, that was the first thought. Then it was just a matter of, OK, how do we get this to a palatable length? And how do we make it understandable enough?

Thomas Hayslip (line producer): I read it. I kind of scratched my head. I read it again. At the time, my girlfriend, now my wife, was working in acquisitions at Artisan [Entertainment]. She read it. She was like, “This is amazing.”

Kelly: I trimmed maybe like 10 pages. Dave Ruddy, who worked for Beth Swofford, a big literary agent at CAA, really liked the script a lot. We went to this Mexican tequila bar/restaurant on Third Street in West Hollywood. Dave sort of vetted me to make sure I wasn’t a serial killer. He’s like, “OK, well, I’m going to give this to my boss.”

Beth Swofford (CAA agent): I honestly don’t remember much other than reading and really liking the script.

Kelly: A few days later I’m in my apartment with my two roommates in Manhattan Beach, and I get a call from all these CAA agents. There were like four people on the line and they were telling me how much they loved my script.

Hayslip: I didn’t really get it at first. And then as we got into it, and as we prepped it, and as I saw the layers get compounded on top of each other as Rich wove the story, you could see that it was becoming something.

Steven Poster (director of photography): The rhythm, the dialogue, was so well written. Richard is a master and he was from the beginning.

Kelly: The script went out to everyone. Every big producer in town wanted to meet me. I did the whole tour.

McKittrick: It was incredible. I mean, meeting Francis Ford Coppola?

Kelly: I got to meet Ben Stiller and Stuart Cornfeld on the set of Mystery Men.

McKittrick: Bill Horberg with Sydney Pollack’s company. And Betty Thomas.

Kelly: I told them I was adamant that I wanted to direct it. I think they humored me.

McKittrick: We knew that was going to be hard to make happen, but we also had enough experience in the town at that point to know that if you take $1, it’s not yours anymore. And I remember there was quite a lot of interest from directors: “We want this for this director ...”

Kelly: I remember someone telling me that Joel Schumacher might have been interested in directing it. I don’t know if that’s completely true.

McKittrick: We just stuck to our guns, which obviously made it unmakable in a way.

Kelly: Then Jason Schwartzman read the script, because the script kept floating around.

McKittrick: We had found out that Jason was really into the script and wanted to meet. And, of course, we were like, “Huh. Yeah.” I mean, he was just off Rushmore.

Kelly: God bless Jason Schwartzman. That meeting, he became attached. This is in late ’99 or the very beginning of 2000. When Jason became attached, all of a sudden it legitimized me as a director.

McKittrick: Then Nancy Juvonen, Drew Barrymore’s producing partner, wanted to read it.

Kelly: Sean and I, we go to the set of Charlie’s Angels and meet with Drew and Nancy in her trailer. It was like stepping into Candy Land. I met Cameron Diaz. It was wild. Then we went into Drew’s trailer and she was finishing reading the script.

Drew Barrymore (Karen Pomeroy) in 2001: You have so much trust in someone when they write something so extraordinary as his script. And then speaking with him, the fact that he was able to articulate all the genius that resides inside of him, I was so excited.

Kelly: I’m like, “Drew, would you want to maybe play the English teacher?” She’s like, “Well, would you let my company produce this with you?” I’m like, “Yes, of course!”

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Part 2: “Oh, This Is Fucking Him.”

With Barrymore and Juvonen’s company, Flower Films, on board, Kelly managed to secure a modest $4.5 million budget for Donnie Darko. But before shooting started, the director was forced to find a replacement star.

Kelly: We had Drew for one week and she was our key to the financing. We had to go into production later in the summer of 2000 or we were going to lose Drew.

McKittrick: This was peak busy Drew.

Kelly: She was going to do this Penny Marshall film called Riding in Cars With Boys.

McKittrick: We needed to accelerate the process, too, because Jason had five-o’clock shadow at 11 a.m. already.

Kelly: Jason was committed to another movie.

McKittrick: Jason fell out of the movie, and we’re like, “Holy shit! We’ve got to hit this date.”

Kelly: When we lost Jason, we met with every young actor in town. It was really exciting. I remember Patrick Fugit from Almost Famous, we had a great meeting with him. Lucas Black from Sling Blade.

Jake Gyllenhaal (Donnie Darko, to The Guardian in 2016): I remember pulling over to the side of the road to finish reading Richard’s script and being mesmerized. It was clearly influenced by classic directors—Ron Howard, Steven Spielberg—but with this strange psychosis. It beautifully captured the experience of moving into adulthood: the world that felt so solid becoming movable and liquid. I thought, “This is what my adolescence felt like,” although I don’t speak, and have never spoken to, rabbits.

McKittrick: The moment Jake walked in, it was like Holden Caulfield walked in. Richard gave me this look like, “Oh, this is fucking him.”

Kelly: He was kind of going through an emo stage. I remember he showed up to the meeting and he had a metal chain belt, his hair was kind of spiked up. He was 19 playing 16, so it wasn’t too far off.

Hayslip: You could see that he [had] a film pedigree. There was a professionalism that he brought.

Kelly: October Sky was his other big movie. It was clear that he could anchor a movie. There was just something about Jake in particular that felt very connected to the role.

Donnie Darko was far from a one-man show. In addition to Gyllenhaal, the movie’s cast was full of talented newcomers and established stars like Patrick Swayze as secretly sinister self-help guru Jim Cunningham, Noah Wyle as physics teacher Kenneth Monnitoff, Mary McDonnell as Donnie’s mother Rose, and Katharine Ross as Donnie’s psychiatrist Lilian Thurman. They were joined by character actors like Beth Grant, who plays Cunningham’s no. 1 sycophant/gym teacher/dance coach Kitty Farmer.

Jolene Purdy (Cherita Chen): It was my first ever audition for anything on camera.

Gary Lundy (Sean Smith): Donnie Darko was really one of my first auditions. That gave me a real misimpression of how difficult it is to land roles.

Kelly: Jena [Malone] was only like 15 or 16 when we shot the movie. We were getting a lot of people auditioning from Freaks and Geeks. It was Seth Rogen’s first movie.

Stuart Stone (Ronald Fisher): He wasn’t Seth Rogen at that point.

Kelly: Alex Greenwald [who plays bully Seth Devlin] was in Phantom Planet with Jason Schwartzman.

Beth Grant (Kitty Farmer): It’s the kind of film an actor like me just prays you will get a chance to do something like this. An independent art film with something to say, something that can—I mean, does it sound hoity-toity to say “change lives”?

So we read, and then instead of saying, “I doubt your commitment to Sparkle Motion,” I said, “I doubt your commitment to Miracles in Motion.” And I was like, “Oh, darn it.”

Holmes Osborne (Eddie Darko): I did receive the script, I recall, and I was totally befuddled by it.

James Duval (Frank): In a basic nutshell, it reminded me of The Twilight Zone.

Kelly: I remember Nancy was really instrumental in helping to get Noah Wyle and Patrick Swayze. He was really looking to do something, to take big risks.

Grant: They told me that Patrick Swayze was going to be playing, basically, Kitty’s hero in the movie, and we were friends. We had been in acting class together, and he had helped change my life. I was having a hard time accepting myself as a character actress, and he was very instrumental. When I found out he was playing my hero, I said, “You’ve just got to get me this part!” Which—I swear, I’ve never begged for a part in my life.

Gyllenhaal (to The Guardian): It was my idea to have my real-life sister, Maggie, play my sister in the film. We were going through a competitive phase, which fed into the dinner-table scenes, where she tells me: “You can go suck a fuck.” Maggie was the reason I got into acting and is the more formidable of us. Yet I was the one who started my professional career first. Imagine being in a movie with your obnoxious little brother as the lead.

McKittrick: [Katharine Ross] hadn’t worked in so long. The casting director brought her up and we were like, “Oh, I didn’t even know she’s still acting … that would be incredible.” This is The Graduate. This is Butch Cassidy.

They set a meeting for Richard and I. And we drive all the way up to Malibu in one of our horrible dinky cars. And we’re pulling into this beautiful place, and we don’t even know if we’re in the right spot. But we knock on the door, and her husband [Sam Elliott] answers. And we’re like, “Holy shit! It’s him.” And he’s like, “Well, are you guys here for Katharine?” And he lets us in, and she starts pitching us on why we should hire her for this role.

And like 20 minutes in, we’re like, “Well, wait a second. You want to do this?” And she said, “Yeah.” “We thought we were here to convince you.” And she’s like, “Well, this is one of the easier meetings I’ve had.”

Part 3: “It Was a Literal Easter Bunny.”

Finally, Kelly had funding and a cast. What he didn’t have was professional filmmaking experience. In order to bring his intricate movie to the screen on a low budget, he needed veteran collaborators who understood his vision. It wasn’t just the talking rabbit, wormholes, time travel, and mysterious jet engine that made Donnie Darko unusual; back then, movies set in the ’80s hadn’t yet made a comeback. In hindsight, it was a daunting proposition.

Kelly: I think the only other movie that had done it by then was The Wedding Singer. Here’s the crazy thing to think about: We shot that movie in the year 2000 and 1988 was only 12 years in the past.

McKittrick: We were totally green, completely out of our depth, but we were smart enough to hire good people.

Poster: I met Sean and Richard at a place in Venice that looked like a dorm room. Richard was pacing back and forth and I just said, “Before we get started, let’s calm down and think about this. At this point, there’s no difference in our age, no difference in anything. And I am here to be your director of photography. You are the director. All of my experience is on the line for you.” And he relaxed. What he didn’t realize was that I wanted to be his age.

Alec Hammond (production designer): It was the three primary visual collaborators for Richard: me, Steven Poster, and [costume designer] April Ferry.

Kelly: I had a very intuitive way of working with them and giving them direction.

Hayslip: That to me is always the hallmark of a really great director: somebody who has the courage of their conviction. The way that we’re built as producers is that you’ve got to give them the world. And a prime example was one of the first things he said is, “I want to shoot this film in anamorphic.”

Poster: It’s the process of widescreen photography where the image is squeezed onto the negatives. The response back then was “Well, you have to use more lights, more equipment, they’re expensive, they’re not sharp.” I said, “I’ll tell you what, first of all, there is a new film stock from Kodak and it’s faster, it’s more sensitive, and if I use that, that would eat up the light deficit.” And I said, “Furthermore, because of the shape of anamorphic, you don’t see the ceilings in the room. In this house that we’re going to shoot in, I can use the ceilings, screw in lights and work much faster.” It was all bullshit. And it worked.

Hayslip: I said, “Rich, I understand this is what you want, but what is it that you’re really looking for?” And his response was very truthful: “I don’t want to look back on my career and have this the only film I never shot in anamorphic.”

McKittrick: This was fully Richard’s movie.

Kelly: I had a sketch of what the rabbit looked like.

Duval: The whole idea was the mask is just a Halloween costume my character made.

Hammond: I took his drawing and I did a straight front version and a side version of what the mask would look like and then a couple of little sketches of the suit. But really, it’s Richard’s head.

Kelly: Some people were trying to show me sketches of what they thought it should look like and it was a literal Easter Bunny. I was like, “No, it needs to look kind of disturbing and animalistic.”

Poster: All of us looked at it and said, “Richard, you can’t do that. What is that?” And he insisted. And we did it. April built it and it was fabulous. And from that point on, I had complete trust in Richard.

Hammond: It ended up sitting in this very strange place between classic horror movie mask, kid’s-made Halloween costume, and something you’re just not quite sure of what it is. It’s fucking perfect.

Kelly: We brought the rabbit on set for the first time in the hallway at Loyola High School near downtown L.A. Steven Poster lit it and the set got really quiet, because it was really affecting people, just being in the presence of it.

Duval: They made me look like an otherworldly creature.

Poster: The first time I put light on it, it glowed.

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Part 4: “He’s Like a 45-Year-Old Guy Trapped in an 18-Year-Old Body.”

In the summer of 2000, Donnie Darko went into production. The shoot, which took place in and around Los Angeles—a stand-in for the fictional suburb of Middlesex—seemed to be formative for everyone involved.

Gyllenhaal (to Entertainment Tonight in 2017): I remember Patrick Swayze having an electric scooter. He was just such a lovely man.

Stone: [Seth Rogen] was just a guy with three lines. We’re both Canadian, and we’re both little Jewish guys. Me and him spent the majority of the trip just hanging out and laughing and having fun, and sneaking around, and smoking weed. Believe me, he smoked weed back then.

Duval: Jake had the largest trailer. He’s like, “Hey you guys, just hang out in here.”

Stone: [Alex Greenwald] was buddies with Jake, and those guys would hang out all the time, and they were listening to Radiohead and Travis. I love all that music, but at the time, me and Seth were listening to Snoop Dogg.

Kelly: Everyone was more experienced than me. Jena Malone had worked with Jodie Foster and Susan Sarandon and Julia Roberts. Jake, obviously, had grown up on his father’s movie sets. Jamie Lee Curtis and Paul Newman [were] godmother and godfather to the Gyllenhaals.

Lundy: I never had any doubt about his being able to direct the movie. Maybe now I would. If I were on the set today and they were like, “And here’s the writer and first-time director,” and it was a fresh-faced kid that was 22 or something, I’d be like, “Are you fucking kidding?”

McKittrick: Richard will probably murder me for saying this, but the first shot, in the forest where [Donnie’s] riding his bike, Richard goes, “Action.” We shoot it, and everybody looks to him for “cut.” And he goes, “Annnd action.”

Kelly: You have the first week to get the crew behind you, especially when you’re 25 years old. After the first week, we were on schedule. I remember Sean and Nancy at the end of Friday, the first week, they both looked at me and they nodded. I had won them over.

Grant: I will say that Drew took very good care of him. I remember Drew getting him food, saying, “Go get Richard a sandwich,” and then she would stand there and make him eat the sandwich.

Kelly: We had this insanely ambitious shooting schedule. We were trying to do so much.

Hammond: You learn shit. One of the things that I learned is yeah, I can go buy a jet engine from an aircraft for $10,000—the problem is, it weighs 35,000 pounds. How do I show an engine hit this house when in reality, if an engine fell from 35,000 feet and hit a house there would be kindling left?

Kelly: The jet engine smashing the set. That was wild. That was one shot. We had one shot to do that. This jet engine shell was rigged above the set with this air pressure gun that was going to launch it down through the set.

Poster: People told Richard, “You can’t have an engine fall off a plane. It just doesn’t happen.” And in the middle of production, an airplane engine falls off in the Pacific Ocean.

On August 27, 2000, a KLM flight made an emergency landing at LAX after a “dishwasher-sized engine part” reportedly fell off the Boeing 747 onto a nearby beach.

Hammond: Richard has an absolutely insane talent to write about something right before something very similar to it happened.

Osborne: I think he’s a little bit ahead of us with his story lines.

Grant: I remember Jake saying, “Oh my God. A jet engine part just fell onto Long Beach.”

Stone: Jake is the perfect guy to be Donnie Darko, and it worked out for a reason. He was very, very easy to work with. He’s like a 45-year-old guy trapped in an 18-year-old body.

Kelly: We weren’t able to shoot everything linear, so we had to chart the emotional logic of the whole thing out of order. That was a real challenge for Jake—for both of us—to maintain the emotional arc of the character.

Purdy: Second day on set was where he comes up and holds my face and is talking to me. And I remember looking at the script and being like “I don’t think I can do this.” Up until that point, I had never been kissed. And so I just remember telling my mom, “I can’t do this. I give up. I’m done.” And she was like, “Sure, you can be done, but you’ve signed a contract. So you’re going to have to go in and do this one.”

Kelly: I remember those scenes with Katharine Ross, especially the breakdown he has. Jake was really putting all he had into it and I remember he would, in between takes, smoke a cigarette. And he wasn’t a smoker—he just needed something to calm his nerves.

Duval: The scene on the golf course was the first scene in the movie, essentially, with each other. It wasn’t too easy to hear me, but he knew exactly what I was saying and responded back with exactly what you see in the film. That was extremely, extremely impressive.

Gyllenhaal (to People in 2016): I remember as an actor making a choice in that scene as to how I talked to the rabbit. That wasn’t really scripted. It was the beginning of where I said, “I’m just gonna throw this and see where it sticks.” And all of a sudden I started looking at the rabbit, my chin down, looking at him in a particular way. And eventually it became a choice that my character made every time he saw the rabbit.

Kelly: The last day of shooting, [Jake] came up to me with a smirk and he’s like, “Richard, I’ve been mimicking you this entire time.” I’m like, “What?!” He’s like, “Yep,” and he started laughing. He thought it was very amusing that I didn’t realize that.

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Part 5: “He Speaks Music in a Way that Most People Don’t Speak Their Mother Tongue.”

The visuals of Donnie Darko are memorable on their own, but Michael Andrews’s haunting score and a handful of classic new wave songs helped make the movie unforgettable. The needle drops begin with Echo and the Bunnymen’s “The Killing Moon” over the opening credits and continue in two iconic sequences: Donnie’s younger sister Samantha’s group Sparkle Motion’s dance performance and a school-set, slow-motion montage.

Kelly: It all really came together in a beautiful way because we were just in that moment where people were not clamoring to license those songs yet. Three, four years later, everyone started coming after ’80s songs.

Hammond: Sparkle Motion was not choreographed to “Notorious.” It was “West End Girls.”

Aaron Ryder (executive producer): I know we couldn’t afford the Pet Shop Boys song. We ended up with Duran Duran.

Hammond: Thank God most pop songs have a very similar beat.

Poster: The executive producer Hunt Lowry called me up and said, “Richard wants to do this school opening in one shot. You’ve got to tell him no.” I said, “I’ll tell you what, let’s have a rehearsal in school and we’ll bring the steadicam operator, and we’ll work it out.” And so we got to the school on a Saturday. I handed him a stopwatch, and I knew that he had a particular piece of music that he wanted to fit in that scene.

Kelly: It was choreographed in my mind.

Poster: I knew that it would take that much more screen time than the music.

Kelly: He’s like, “Richard, there’s too much geography, you’re going to have to break it up.” I’m like, “OK, let’s break it up into like, four.”

Poster: I said, “Five shots.”

Kelly: When they hop out of the bus, when their feet hit the ground, that’s going to be the opening note of “Head Over Heels.”

Hayslip: One of the biggest challenges we had there was getting the Tears for Fears song.

Curt Smith (cofounder, Tears for Fears): If I remember correctly, it was actually a personal request from Drew Barrymore.

Kelly: Tom Hayslip wasn’t quite sure that it was a good idea for us to be basically shooting a music video with no dialogue to a song that we weren’t even sure we were going to be able to afford.

Hayslip: There’s always that one thing on a movie that you don’t think you’re ever going to be able to crack.

Kelly: I brought everyone into my tiny little trailer and I put the VHS tape in and I showed them a rough cut of the Tears for Fears sequence. You could see the excitement rush over their faces. They all looked over at me and they were like, “OK, we get it. That’s fucking awesome.”

After the movie’s climax, in which Donnie sacrifices himself for the sake of his girlfriend and family—and maybe the universe—there’s a scene that looks in on several characters in their bedrooms. Because the producers couldn’t afford to license another ’80s pop song for this final montage, singer Gary Jules and Andrews collaborated on a stripped-down cover of a Tears for Fears song.

Hammond: It was supposed to be a U2 song.

Michael Andrews (composer): It was “MLK.”

Hammond: That probably was way too much money.

Andrews: In [composer] John Barry’s movies, or old ’60s movies, the score would sort of have an instrumentation and a tonality to it. And then, [musicians] would make these songs sort of within the framework of that aesthetic. And I was like, “I want to do that.” And all the songs are these ’80s songs. Why don’t we do one of those in the vibe of the score?

Gary Jules (singer-songwriter): Mike and I, we were in a band together in high school that covered “Mad World.” I covered the song on acoustic guitar in gigs for years.

Andrews: I came up with a way to rearrange it just on the piano.

Jules: He started fucking around with the piano and he found a cool sound, which is what he always does. He speaks music in a way that most people don’t speak their mother tongue.

Andrews: I called Nancy and I said, “I have this idea.” And I kind of sang it to her. I said, “Look. This will come out of the score, and then, it will go to black and go into this ‘Mad World.’” And she was like, “That’s so beautiful. I love it.” I said, “But I’m not going to sing it.”

Jules: I went over to his house, the piano was set up, we set up a mic outside in the hallway in the entrance part of the studio.

Andrews: We kind of just did it. Very quickly.

Jules: The whole thing was over in 15 minutes.

Kelly: They performed it for me and I was like, “That’s incredible.”

Smith: A lot of things we do are lyrically poignant but set to things that are far more rhythmic and maybe upbeat. The original version of “Mad World” was very much an uptempo song. Whereas Michael and Gary’s version was more in tune with the lyrics, to be honest.

Jules: I’m not a big fan of my voice, and it was so naked in the thing. But one of our friends was in the control room with some other people that we know. And when I went in, she was crying.

Part 6: “It Was Looking Really Grim.”

On January 19, 2001, Donnie Darko premiered at the Sundance Film Festival. In a field with In the Bedroom, Dogtown and Z-Boys, Hedwig and the Angry Inch, and Memento, it didn’t exactly make the splash that Kelly had hoped it would.

McKittrick: We were shunned in a lot of ways because everybody felt we were this first big-budget film at Sundance. Nobody believed us that we made it with $4.5 million.

Duval: I drove 12 hours from L.A. I couldn’t even get into the first screening. They wouldn’t let me in. What they did is they go, “OK, what we can do is when the movie’s over and the credits start rolling, we can let you in and you can go in and you can do the Q&A with them.” I remember I walked in and the Q&A already started and Patrick’s like, “There’s Jimmy.”

So I went up to do the Q&A and I’m standing there with the cast, very proudly so. I remember one of the [audience members] got up and he’s like, “You know, I’m sorry, I just think this is the worst movie at the festival. You’re breaking all the film narrative rules.” I swear to God. Then a guy gets up next to him and goes, “You know what? I totally disagree with you. I think this is the best movie at this film festival.”

Kelly: Four, five months after Sundance, there’s still no distribution deal. The songs had not been paid for. We were going to have to lose all the music. They were saying cut 30 minutes out of the movie. It was looking really grim.

Ryder: We got a call saying, “Hey, why don’t you guys try to release this film as well?”

Kelly: Aaron, he brought his bosses at Newmarket [Films] in to screen the movie and he invited Christopher Nolan and his wife Emma.

Ryder: It was a great screening because while the movie was, let’s call it flawed, there was also something so unbelievably captivating about it.

Kelly: When the lights came up, Chris and his wife both turned to the Newmarket executives, Chris Ball and Will Tyrer, and they both looked over at them and they nodded. They were like, “You guys should distribute this.” And they gave me some suggestions. Chris and his wife, it was their idea to put the parenthetical beneath the title cards.

Ryder: We spent the summer of that year just getting the film in the best possible shape we could. And man, it was hard. We did a day of reshooting during that time, and as small of a reshoot as it may have been, it really helped clarify some of the bigger themes and plot holes.

Kelly: Aaron was like, “I think you need to add James Duval to the ‘Mad World’ sequence.” We didn’t have him in there so we did one day of additional photography and we brought James in, in the mask, and we set up the whole bedroom with the sketches, and we did that pan across where he touches his eye and we land on the mask.

Ryder: It was so elegant and it’s such a subtle way of telling that piece of the story.

Kelly: Then we had to bring Drew Barrymore in to basically beg Newmarket to give it a theatrical release because they were still like, “Yeah, we’re just going to put it to home video.”

Ryder: They saw the value in it because this is in the heyday of home video. It was huge.

Kelly: Chris [Nolan] convinced Newmarket to buy it and once they had bought it, we were not going to let them get away with not giving it a theatrical release. Even Aaron Ryder was like, “Don’t worry, I’m going to fucking convince them to put it in theaters.” Once they had committed to a Halloween release, it was sort of set. And then 9/11 happened.

Ryder: Our trailer featured a jet plane engine falling through a roof.

Kelly: It probably wasn’t something that was attractive to people in that emotional, very deeply traumatizing chapter in our history.

Grant: I wondered if we would open at all that fall.

Kelly: We did a premiere at the Egyptian Theatre in Hollywood and I remember there was some kind of little after-party thing, but there wasn’t even an open bar. I remember Drew invited Cameron Diaz to the screening. She came.

Grant: The premiere was not like a regular premiere at all. It was very subdued.

Kelly: When it opened, my agent at the time called me and left one of those really sad voicemail messages with the per-screen average number [of the movie]. It was like $1,100 per-screen average. It was really bad.

Ryder: It was wildly disappointing. I felt like, “Wow, we have something here. And I feel like there’s an audience for it.”

Kelly: We went and saw the movie at the Sunset 5 on opening night and I remember that being a warm night because it was such a rough time. I remember everyone came out of the theater; there were a lot of people really affected by the film. We all went to a bar afterward and it was a group of us, and people were like, “You know what, Richard? Even if it’s not going to make any money, you got it in theaters, be proud of what you did.”

The bartender had no clue who we were, and then he immediately started talking about the film. He’s like, “You guys have got to see this movie Donnie Darko. It’s the most fucking incredible movie I’ve seen in years.” It was this special moment where I realized, “You know what, maybe despite the failure”—because it was, it was deemed an absolute failure—“maybe it’s going to hold on.”

20th Century Fox

Part 7: “It’s Like Everybody’s First Deep Thought.”

Donnie Darko languished during its initial theatrical run, pulling in just $517,375 at the domestic box office. But then in March 2002, it came out on home video. Soon, college kids began snapping up the DVD and telling their friends to watch the movie with the talking rabbit and mind-fuck of a plot—for which Kelly had helped design an interactive website that was ahead of its time. The United Kingdom release that October led to Jules and Andrews’s version of “Mad World” becoming an international hit, which further cemented the film’s cult status.

No one was more thrilled about the soon-to-be midnight movie’s long tail than Kelly, who continued to explore its mythology via The Donnie Darko Book in 2003 and a director’s cut in 2004. He’s since gone on to helm two more films, the out-there 2006 sci-fi satire Southland Tales and the 2009 Twilight Zone adaptation The Box. Yet his debut remains his signature work. To this day, he’s as invested in it as he was 20 years ago.

Kelly: They did that horrible DVD art, it drives me crazy to this day. They took our collage of people in the rabbit head and shrunk it down and added more faces to it. I got in this huge argument with this woman from [Fox Home Entertainment]. She was like, “You need faces to sell DVDs, that’s how it works. You need actors’ faces. You can’t see anyone’s face close enough in your poster. Your movie was a bomb and you have to change the artwork.”

McKittrick: You start justifying the failures in your mind with “Hey, this movie succeeded entirely on its own.” But the film found its audience.

Andrews: We knew that there was a magical element to it.

Jules: We were a cheap date, so they put “Mad World” in there, and it clicked.

Smith: It was played on KCRW, I think, in L.A. And so actually when I first heard the song I thought it was Michael Stipe. I thought it was an R.E.M. song.

Andrews: It was the Christmas no. 1 [in England].

Smith: That was something we’d never attained. We never had a no. 1 single.

Jules: I was driving on Melrose east of La Brea right before it gets into Hancock Park. And my cellphone rang and it was [Tears for Fears cofounder] Roland Orzabal. And I about shit my pants. I had to pull over. He basically said, “I like your version better than ours, and it gets closer to the soul of the song than the recording that we finally had.” You just sort of feel like your life’s going along, then all of sudden it was like, “What the fuck is happening?”

Smith: When you hear someone doing a cover version of yours that’s very similar to yours but not you, that’s a little tedious. The best ones are like Gary and Mike’s.

Andrews: It ingrained Gary and I into the fabric of culture, and sort of became almost like a verb. Like, “Oh, let’s ‘Mad World’ that.” Where you take something and you kind of turn it on its head.

Jules: There really was and still is an incredibly powerful vibe around that recording and around that movie.

Duval: A friend of mine, [producer] Jack Morrissey, has the costume. There were only three masks—that’s one of them. Another one of them, [Metallica guitarist] Kirk Hammett has. I get this call from my friend who’s an accountant for Kirk. He’s like, “OK, Jimmy, there’s this Comic-Con, and the mask is going to be on auction there, and he was wondering if this is the real one.” I took this 8x10 and then I wrote to him, “Kirk, you freaking rock, man. By the way, it is the real thing.” Then he outbid Rich and a couple other people who were trying to get it.

The third mask sits in Nancy Juvonen’s house. Rich Kelly and Sean McKittrick had it chromed as a gift.

Hammond: Filmmakers knew that film. I got more calls for meetings or just conversations from that movie than almost anything else I’ve ever done. I got an interview with Danny Boyle because of Darko.

Lundy: My junior year, I was at a party. And this girl came up to me and was like, “Were you in Donnie Darko?” And I remember looking at her confused and going, “You’ve seen that movie?” And then from there it was a bizarre snowball.

Stone: When people would show up in the costumes at Comic-Con, that was the first indicator.

Poster: We had a screening with just Sean and Richard, myself and my wife, Susan, and my stepdaughter, Rachel, who was 14 at the time. And Rachel came off of it saying, “That’s the first time I’ve ever seen high school shown as it really is: so dark.”

Andrews: It’s like everybody’s first deep thought.

Purdy: After I wrapped, Jake was walking with me. He was like, “You know, you have to know this isn’t just a movie. Someone’s gonna be in that theater watching this, and seeing you be bullied and have that same story and relate to you. And it’s gonna move them. And they’re gonna feel camaraderie with you. And likewise, there will be someone in there who is a bully. Who’s seeing what the effects of his bullying are, and maybe it could stop that person from bullying. The reach that you have with this is infinite.” And I was like, “Oh my God.”

Kelly: The movie continues to connect with people, whether some people like the music, or some people like the humor. I guess more than anything it’s the architecture of the story and the intricate logic of it. It made me realize that there’s much more there; that I had designed this Rubik’s Cube that I needed to continue to try and solve. It’s been a wild ride. I’m trying to figure out the mystery of my own creation, I guess.

Gyllenhaal (to The Guardian): It wasn’t a conventional adulthood film in the American Pie way. Donnie talks about jerking off, but that’s only a part of it. His psychological journey is what’s important. That’s why it’s had this lasting power. Anything psychological has a slower—but ultimately longer—burn.

Ryder: We’re all trying to catch that exact thing. We all think we can outsmart the audience. We all think sometimes we have to outsmart ourselves. But if Donnie Darko is about anything, it’s about a young filmmaker who is true to himself and true to the story he wanted to tell.

Kelly: The one thing I never got to do that still drives me crazy is the engine going through the time portal. The digital shot of the jet engine, to me, I just can’t stand looking at it. We just did not have the money. I wanted to do a whole big miniature of the engine ripping off of the plane and the interior of the plane ripping apart, and then the engine breaking apart and plummeting down through the time portal.

I wanted to do it the way Christopher Nolan gets to do things. Maybe one day I will get to do that. Let’s see what happens.

These interviews have been condensed and edited for clarity.