Few films of the era arrive with as much chaos behind them as Total Recall (1990). Based on a Philip K. Dick short story that everyone in Hollywood spent the best part of two decades calling unfilmable, it eventually landed in the hands of Arnold Schwarzenegger, who effectively muscled the whole thing into existence and then handed the directing reins to Paul Verhoeven. The result was a science-fiction action film with mutants, memory implants, exploding heads, a triple-breasted prostitute and a body count Verhoeven himself happily admits to. It was also the second most expensive film ever made at the time, and one of the biggest hits of the year.

Listen to our full episode on the making of Total Recall on Spotify, YouTube or the ATRM website.

1. The journey to the screen began two decades before release

Philip K. Dick’s short story We Can Remember It For You Wholesale, the source material for the film, was published in 1966. A young filmmaker named Ronald Shusett snapped up the rights in 1974 and brought in his writing partner Dan O’Bannon to help turn it into a screenplay. Studios passed almost immediately, all of them telling Shusett the same thing: it couldn’t be filmed.

The pair shelved it and went off to write another science fiction film called Alien (1979) instead. When that became a global hit, Disney came sniffing and optioned the Total Recall script. They too declared it unfilmable, and it sat in limbo all over again.

2. A pretty mad directing name was attached early on

The first production company to seriously chase a film adaptation was the De Laurentiis Entertainment Group, the studio run by veteran Italian producer Dino De Laurentiis. He optioned it in 1984 and his first choice of director was Richard Rush, the filmmaker behind black comedy The Stunt Man (1980). Rush came and went, and De Laurentiis brought in someone else.

That someone else was David Lynch, fresh off Dune (1984). The idea of a Lynch Total Recall, complete with whatever the Mars sequences would have looked like through his particular lens, is one of the great what-ifs of the project.

3. A body-horror icon wrote many drafts

David Cronenberg, the Canadian auteur behind Videodrome (1983) and later The Fly (1986), got pulled in next and wrote a remarkable 12 drafts, but he and Shusett fell out hard. Cronenberg wanted to stay faithful to Philip K. Dick. Shusett, in Cronenberg’s words, wanted “Raiders of the Lost Ark on Mars.”

Cronenberg did leave fingerprints all over the finished film, mind you. The mutants and their leader Kuato were both his ideas (which feels obvious the second you see them.) Cronenberg has since recalled Shusett saying to him during their time together, “You know what you’ve done, don’t you? You’ve made the Philip K. Dick version.” He’d actually turned down The Fly to take on Total Recall, but when the Raiders-on-Mars argument refused to go away, he left and made The Fly after all. Which worked out fine for him.

4. The director of an Oscar-winning film was lined up next

With Cronenberg gone, De Laurentiis turned to Bruce Beresford, the Australian director who had just made Driving Miss Daisy (1989), which had picked up the Best Picture Academy Award. Then, in 1988, the De Laurentiis Entertainment Group went bankrupt and the whole thing went into turnaround. Mars was, briefly, off.

5. The Austrian Oak called every shot in a new deal

Once the script went back into circulation, Arnold Schwarzenegger pounced. He took it to his pal Mario Kassar, co-owner of Carolco Pictures, who reportedly bought it within two hours (presumably without anyone reading the whole thing.) The deal Arnold struck is staggering. He would star, get paid $11 million up front, take 15% of the gross profits and have final say on the director.

His pick was Paul Verhoeven, fresh off the success of RoboCop (1987). Two of the most committed maniacs in 1980s cinema, finally pointed at the same project. By the time Verhoeven came on, the screenplay had already been through 40 drafts.

6. Verhoeven claimed he wanted to tone down the gore

Verhoeven was a Dutch filmmaker who had made his name back home with Soldier of Orange (1977) and Spetters (1980) before crossing to Hollywood. He claimed, with a straight face, that he hired prosthetic effects designer Rob Bottin specifically to avoid the gore criticisms levelled at RoboCop. The plan, apparently, was to focus on mutations rather than blood.

Total Recall still used over 3,000 blood packs. In one interview, Verhoeven said, “A lot of people complained there were 50 or 60 people killed in the film and… yes, that’s true.” Make of that what you will.

7. Two villain specialists turned down the bad guy role

The main on-screen antagonist is Richter, played by Canadian actor Michael Ironside. An enforcer of Vilos Cohaagen (Ronnie Cox), the ruthless governor/dictator who runs the Mars colony and controls the planet’s air supply Richter is tasked with hunting Quaid down. He has a personal grudge through his lover Lori (Sharon Stone), and ends up losing his upper limbs in spectacular fashion.

Two other actors known for their villain work were approached first. Robert Davi, who played Franz Sanchez in Licence to Kill (1989), turned it down, as did Kurtwood Smith, who had played the unforgettable Clarence Boddicker in Verhoeven’s own RoboCop. Verhoeven was clearly trying to bring half the RoboCop cast back. (Notably, Ironside himself had actually been one of the early names for the lead in RoboCop, but he and Verhoeven had disagreed too much for it to work.)

8. Ironside spent most of the shoot held together by an NFL piece of kit

Filming a chase scene, Ironside slammed into Michael Champion, who plays Richter’s sidekick Helm, and managed to crack his sternum and separate two ribs in the process. He was out of action for three weeks and got through the rest of the shoot wearing a rib guard that had previously belonged to Los Angeles Raiders quarterback Jim Plunkett.

An NFL-grade medical device, in other words, on loan from a Super Bowl winner. Production injuries don’t usually come with that kind of provenance.

9. Arnold rang Ironside’s sister every day

Schwarzenegger noticed that Ironside spent a lot of his time between takes on the phone, and eventually asked who he was calling. The answer was his sister, Wendy, who was being treated for cancer.

From that point on, Schwarzenegger called Wendy every day himself, and thankfully she made a full recovery. (Whether she did so because of Arnold’s pep talks is between her and the universe.)

10. A martial arts star was almost cast

Sharon Stone plays Lori Quaid, Arnold’s is-she-isn’t-she wife. A tennis-playing, kung-fu-fighting force of nature, she drives chunks of the narrative until she’s violently divorced at the midpoint.

However, the first person considered for the part was Cynthia Rothrock, the American martial arts actress who had built a career in Hong Kong action cinema. She later said she didn’t get the role because some of the actors, who she diplomatically declined to name, weren’t keen on the idea of being outshone by her fight skills. (No prizes for guessing.)

11. Stone earned a nickname and a prestigious stunt title

Arnold was so impressed by Stone’s commitment to playing Lori that he started calling her the Female Terminator. Stone, for her part, said she was covered in bruises for weeks because hitting Arnold is, by her account, like hitting a brick wall. After filming wrapped she was made an honorary member of the Stunt Woman Association.

Verhoeven also said it was Stone’s performance as Lori that convinced him to cast her a couple of years later as Catherine Tramell in Basic Instinct (1992). Specifically, her ability to flip from charming to diabolical and back without taking a breath. Verhoeven added, somewhat ominously, that this is what Sharon Stone is like in real life.

12. The bedroom scene became a director-actress standoff

Verhoeven wanted his male and female leads to show more skin in the bedroom scene early in the film. Arnold obliged and got fully naked, but Stone refused. Verhoeven settled for shooting it as we see it on screen, then later said on the Total Recall commentary that he “got his own back” when he made Basic Instinct.

Arnold, meanwhile, has gone on record saying this is one of his favourite scenes in the movie, for the simple reason that he’s in bed with Sharon Stone. Outrageous.

13. The capitalist Earth Quaid lives on isn’t far from ours

One thing the film does well is something Philip K. Dick always does well: depict a future twisted by technology and capitalism. The early subway scene where Arnold and Lori commute home is wallpapered with screens running ads for Rekall, the memory-implant company. Their home features what would have looked, in 1990, like a borderline ridiculously huge wall-mounted television. Both of those things are essentially how the western world looks now, decades later.

14. The Johnny Cab driver got his face from a 1985 mould

The future citizens of the film make their way round in computer-driven taxis called Johnny Cabs. The voice of the Johnny Cab is provided by American actor Robert Picardo, who later became known as The Doctor in Star Trek: Voyager. During filming, Picardo suggested to Verhoeven that the Cab should ask Quaid, “Are you from out of town?” given Arnold’s accent. Verhoeven shut him down with a “No, no, no, we don’t do that with Arnold.” Picardo asked if he could do it as a joke for the crew. He received the same answer.

The animatronic Johnny Cab’s face was modelled on Picardo too, not just his voice. Rob Bottin had a head mould of him left over from Explorers (1985), Joe Dante’s science-fiction adventure, and used it as the basis for the puppet.

15. The train station chase was shot in Mexico City

The whole subway sequence early in the film was shot in the Chabacano station in Mexico City, with the Spanish signage swapped out for English. Verhoeven picked it specifically for its architectural style, a strain of mid-century concrete design called New Brutalism that he thought looked convincingly futuristic.

Brutalism, for the uninitiated, is the architectural movement that prizes raw, exposed building materials, particularly concrete, and emerged in the mid-20th century. It works brilliantly here, giving the subway scene a real-world weight that some of the later Mars locations don’t quite manage.

16. Pulling the bug from Arnold’s nose was tricky

The unforgettable moment where Quaid yanks the tracker bug out of his nose was handled by Rob Bottin and his team. They cast Arnold’s head, then built a fully mechanical version of it. Originally, the bug was the size of a silver bullet, but Bottin made it considerably larger.

The shot itself was filmed at a glass factory in California, where the team pushed the tracker through the mechanical head’s nose and aimed a laser through it to create the glowing red effect. It looks real, and very painful, when Quaid removes it on screen.

17. Filming in Mexico left most of the crew ill

Shooting in Mexico City came with one significant downside: almost everyone in the production fell ill from drinking the tap water. The two notable exceptions were Ronald Shusett, who only drank bottled water, and Arnold, who had all his food and drink flown in from the United States.

Verhoeven became so unwell that there was an ambulance permanently stationed on set, giving him fluids between takes. Arnold’s pre-emptive food import was a lesson learned from making Predator (1987) in Mexico, where he’d been ill for a chunk of the shoot. Production designer William Sandell said the air in Mexico City was, at the time, “like smoking two packs of cigarettes a day.”

18. Several big names had been considered for Quaid

Before Schwarzenegger muscled his way in, Quaid had attracted a long list of potential leads. With Bruce Beresford attached, Patrick Swayze was the choice. With Cronenberg in the chair, William Hurt was Cronenberg’s preferred man. Other names that floated around at various points included Jeff Bridges and, perhaps most surprisingly, Richard Dreyfuss.

19. Arnold went through the shoot bloodied and bruised

Schwarzenegger picked up his fair share of injuries during filming. While shooting the scene immediately after Quaid kills Dr Edgemar and fights off Richter’s men, he broke a finger and ended up wearing a cast for the rest of the shoot. In the subway scene where Quaid smashes the train window, a tiny explosive charge meant to shatter the glass failed to detonate. Arnold hit the glass for real and cut himself.

20. The Earth-to-Mars transition was a budget save

The scene immediately after the bug extraction was originally meant to feature an effects sequence of Arnold’s shuttle heading for Mars. Visual effects supervisor Eric Brevig had miniatures built and ready to go, but the budget couldn’t cover the shot. Instead, Verhoeven came up with the solution we see in the film: Arnold’s pre-recorded video instruction freezes on the line “Get your ass to Mars… get your ass to Mars…” before cutting straight to Mars itself. A classic Verhoeven transition, born out of a missing line item.

21. The fat lady disguise has its own real-world wink

To get through the Mars customs checkpoint, Quaid dons an overweight lady disguise. The actress who plays Arnold-in-disguise is called Priscilla Allen. When Quaid’s alter-ego presents her passport to security, look closely: it actually reads “Priscilla Allen.”

The credits, perhaps less generously, list Allen simply as “Fat Lady.”

22. The famous three-breasted woman was going to be even more well-endowed

Mary, the most-discussed character in the Last Resort bar sequence, was originally written and designed with four breasts. Verhoeven decided that, in test moulds, Mary’s chest looked too much like “a cow’s udder”, and she was redesigned.

The actress playing Mary was Lycia Naff, and her experience on set was, by her own account, miserable. She has said that, despite the body not being her own, she felt totally exposed and was close to tears between takes. Naff has turned down nearly every interview and TV opportunity related to the film since. Verhoeven and Arnold’s “manly” on-set culture left a mark that hasn’t faded it seems, sadly.

23. The Lori vs Melina fight was choreographed by an Indy alumni

The standoff outside Quaid’s hotel room, when Melina (Rachel Ticotin) turns up with a fully cocked machine gun, leading to a fist-fight with Lori, is one of the film’s most famous moments. It was choreographed by stunt legend Vic Armstrong, the man behind much of the action in the original Indiana Jones trilogy.

Verhoeven has made the bold claim that this was the first proper fight between two women in film history, as opposed to the cat-fight stereotype that came before. That is debatable, but it’s a popular scene either way.

24. Arnold’s coldest pun was going to be even colder

Co-writer Dan O’Bannon revealed that, in the original script, Quaid’s farewell line to Lori before he shoots her dead was “Consider this a divorce”. The line was tweaked on set to “Consider that a divorce” (coming after Arnold is forced to fire) because the original was deemed a touch too cold-blooded, even for a film with a body count north of fifty.

25. A future superstar almost played Melina

The role of Melina, the Mars-based ex-flame whose photo gives Quaid his first sense that something is very wrong, eventually went to American actress Rachel Ticotin. However, Verhoeven had also seriously considered Alexandra Paul, who played Connie Swail in Dragnet (1987), and also a young Nicole Kidman.

26. The film bears almost no resemblance to the source material

Philip K. Dick’s We Can Remember It For You Wholesale is a short. Roughly 19 pages long, it had to be significantly fleshed out, meaning the differences between the source and finished film are enormous. The first change was the title itself, switched to Total Recall by Ronald Shusett in his first draft and used in every version from then on.

Also, in the original there are no mutants, no alien reactor, no Melina, no Benny, and no triple-breasted Mary. Pretty much everything from the second act onwards was invented for the film. The protagonist is called Douglas Quail, not Quaid, and he is an office clerk rather than a construction worker. That last change is one of the few things you can pin directly on Arnold’s casting. The big man as an office clerk seems improbable.

27. The effects team built three scales of Mars for one shot

The look of the film is the product of an army of effects houses. Rob Bottin handled the makeup special effects, having worked with Verhoeven on RoboCop, and designer Ron Cobb, the artist behind much of the look of Alien and Back to the Future (1985), designed the vehicles.

The rest fell to Dream Quest, the visual effects studio run by Eric Brevig, who took on the role of VFX supervisor on Total Recall. Dream Quest’s finest moment is possibly the train shot on Mars, where the camera pulls out of the carriage then up and away across the red mountains while we can still see Arnold through the window. They achieved it by building three scales of miniature, then filming Arnold separately, running that footage on a tiny six-inch screen, and embedding that screen inside the miniature train. The shot was nearly cut on cost grounds but Arnold personally talked the studio into keeping it.

28. The body scan sequence broke new ground

The X-ray scanner sequence shots, where we see Quaid’s skeleton flickering on a security screen, were among the earliest CGI of their kind. The plan was to do everything on computer, but the software wasn’t up to the job, so the team rotoscope-animated parts of it instead.

CGI supervisor Tim McGovern said that to animate the rotoscoped figures they needed a tracking marker on Arnold’s head, so they asked him to wear a tennis ball. Arnold, by McGovern’s account, was deeply suspicious of the whole exercise and complied while puffing on a huge cigar and eyeballing him.

29. Another character required epic makeup sessions

Kuato, the resistance leader who lives attached to the chest of his brother George, took 15 puppeteers to operate. The actor playing George, Marshall Bell, wore a chest plate that took roughly six hours to fit each day. Bell also voiced Kuato.

The name comes from the Spanish word ‘cuate’, meaning twin, and the animatronic was so convincing that Bottin was approached twice on the street by strangers, one asking if Bell was “a real freak” and the other asking if he was a partially-formed conjoined twin. Bell himself said the script was so vague about George and Kuato’s relationship that, on first reading, he thought he’d been cast in two separate roles.

30. Verhoeven’s family had a hand in casting

The role of Benny, the four-armed mutant cab driver who turns out to be working for Cohaagen, went to Mel Johnson Jr. He won the part because Verhoeven showed all the final auditions to his two teenage daughters, on the grounds that they were the target market for the film, and they picked Johnson.

Johnson Jr later said that, just before the Total Recall script came in, he’d auditioned for a particularly bad blaxploitation-style film, so when he opened the new script and read Benny described as a “black jivester” (his words) he threw it across the room. Also in that first script, Benny’s death was much more graphic, complete with spilling guts. The MPAA insisted it was cut down to the version we see.

31. The climactic reactor came from an upside-down book

The vast alien structure in the film’s finale was designed to look like a nuclear reactor, but with poles the size of skyscrapers. Verhoeven asked production designer William Sandell to come up with something that hit that brief, and the pair sat down with a book of turn-of-the-century skyscraper photography.

Unable to come up with anything, Verhoeven, in his own words, threw the book down in disgust at one point, and it landed upside down. Looking at it that way, both men realised they’d found their reactor.

32. An alternate ending was even more bonkers

Co-writer Dan O’Bannon the ending of the film. He felt the alien reactor had no thematic link to the memory-implant premise (which is hard to argue with.) His pitch for the finale was that, when Arnold turned the reactor on, the print on the activation panel would be his own. The implication being that Quaid had been there before, had been killed by the reactor in his secret-agent days, and the Arnold we’ve been watching is a clone (which conveniently explains why he keeps not dying.) The final line was to be Arnold saying, “It’s gonna be fun to play God.”

33. Arnold didn’t like the first trailer

The first trailer Carolco released was, by all accounts, surreal. It featured a slowly revolving Arnold face, a pyramid, and almost no indication of what the film actually was. Arnold was furious and personally pushed the studio to commission a replacement, which is the action-cut trailer everyone remembers.

Three weeks before release, market research showed the film had only 43% public awareness, which Arnold described as “absolutely disastrous.” He put his foot down again, more money was poured into marketing, and by opening day awareness was at 99%. King of the box office, king of the marketing department, all in the same trip.

34. A sequel was nearly built around another PDK classic

Arnold, Verhoeven and screenwriter Gary Goldman seriously discussed adapting another Philip K. Dick story for a sequel: Total Recall 2: The Minority Report. It was to focus on mutants on Mars having psychic abilities, the kind of thing the first film hints at but never explores. The project then sat in development limbo for years before Steven Spielberg and Tom Cruise ultimately picked it up and made Minority Report (2002), without Arnold.

What did happen, though, was the 2012 Total Recall remake, directed by Len Wiseman. It tells a recognisably similar story to Verhoeven’s film but moves the action to a dystopian, overcrowded Earth, with Colin Farrell as Quaid, Kate Beckinsale as Lori, Jessica Biel as Melina and Bryan Cranston as Cohaagen. Reception was lukewarm: 31% from critics and 47% from audiences on Rotten Tomatoes.

35. The budget ballooned, the box office held, the legacy stuck

Total Recall was originally budgeted at $30 million. Cost overruns and ballooning visual effects pushed the final figure, depending on who you read, somewhere between $48 million and $80 million. Most sources land at around $65 million, which made it the second most expensive film ever made at the time.

It proved worth it though, earning $261.4 million at the worldwide box office, and becoming one of the biggest hits of 1990. (The number one film of that year, just so we’re clear, was Ghost.) On Rotten Tomatoes today, Total Recall sits at 82% with critics and 79% with audiences, a rare case of the critics edging out the public. And on IMDb it scores a respectable 7.5 out of 10. Not bad for a film that spent 16 years being told it couldn’t exist.