Almost Famous turns 20: Behind the scenes of Cameron Crowe's unforgettable film

Neal Preston/Paramount

The year is 1973, a precocious 15-year-old journalist is on tour with America's hottest rock band, and he's about to get the story of his life. Cameron Crowe's semi-autobiographical tale of music, fame, growing up, and "Tiny Dancer" sing-alongs may have premiered 20 years ago, but the experience of watching Almost Famous remains indelible. The performances are vivid: Patrick Fugit as young scribe William Miller; Billy Crudup as inscrutable rocker Russell Hammond; Kate Hudson in her star-making — and Oscar-nominated — performance as ethereal "band-aid" Penny Lane. Not to mention memorable turns from Frances McDormand, the late Philip Seymour Hoffman, Anna Paquin, Jason Lee, Zooey Deschanel, and the rest of the film's starry cast.

The music industry is very different now — Hollywood is, too. But Famous remains as captivating as ever. In celebration of its 20th anniversary, Crowe and key cast members hopped back on the metaphorical tour bus to look through never-before-seen photos taken on set by famed rock photographer Neal Preston (Queen, Led Zeppelin), and reminisce about life on the road. Consider this your backstage pass for one of the greatest rock movies ever made.

—Kate Hudson on Cameron Crowe

Neal Preston/Paramount

"They had to have production art for the albums that were going to be props on set," Crudup (top, with John Fedevich as Ed Vallencourt, Lee as lead singer Jeff Bebe, and Mark Kozelek's Larry Fellows) recalls of this early Stillwater shot. "We didn't quite know what the band was yet. We were still in our rehearsal phase, trying to figure out the dynamic between all of us. It's a great behind-the-scenes of how people create a company. That's us trying to figure out what Stillwater was."

Adds Crowe of the promo shot, "Mostly they remind me of the Eagles. This is all about Jason Lee's face. And about John Fedevich, silent Ed, knowing there are going to be problems. Russell is torturing Bebe. And I think he's bumping into Bebe's back a little bit just to f--- with him."

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The Stillwater actors went through what became known as "Rock School," where they worked with real-life rockers Peter Frampton and Nancy Wilson to convincingly play musicians and solidify the band as a group. "For a number of weeks, the band rehearsed to playback," recalls Lee, "and all the while I'm letting my hair grow and it's getting longer and longer."

Eventually, Crowe brought more people in to give them an audience. "Cameron wanted Kate Hudson and the girls to come in and watch us perform," adds Lee. "We would do a set so that everybody could start to get a feel of what the band was becoming. It was then that everything really started to come together."

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Jimmy Fallon, another member of the movie's all-star supporting cast, played Dennis Hope, who becomes Stillwater's manager once the band's profile begins to rise. "Jimmy had a musical presence on [Saturday Night Live]," Crowe remembers. "I was blown away that we actually got him to come in because I was already a fan; he was fantastic. He very carefully cultivated the Irving Azoff bowl cut look from the early '70s and we were off and running." (As for if he ever heard from Mick Jagger about one of Hope's more memorable lines — when the character declares, "If you think that Mick Jagger will still be out there trying to be a rock star at age 50, you're sadly, sadly mistaken" — Crowe responds, "No, I didn't. I always thought I might, but I didn't.")

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Neal Preston/Paramount

Hudson's Penny Lane performance is iconic — a descriptor that could also apply to the character's famed coat — but the actress was first cast as Anita, William's older sister (who is played in the film by Deschanel). After Brad Pitt and Sarah Polley dropped out as Russell and Penny, Hudson and the role she was destined for came together…eventually. "I turned down two pretty big parts at that time to work with Cameron. I didn't care what I was doing, I just wanted to be in a Cameron Crowe movie," she says. "I asked him if I could audition for Penny Lane and he was hesitant, and then finally, he was like, okay, fine. I auditioned again, and then again and then again, and finally, Gail [Levin], the casting director, said to Cameron, 'Okay, enough, we're not auditioning Kate anymore, just hire her!' And he hired me."

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Neal Preston/Paramount

McDormand, as William's mother, Elaine (seen here next to Michael Angarano, who portrays a young William), stands along Newport Avenue in Ocean Beach, San Diego. The scene contains some personal Easter eggs for Crowe. "That is the Strand Theater [marquee] where I first saw Carnal Knowledge and Mike Nichols' movies; that's a dress my mom used to wear when she was that age," says the director. "The two women who are looking in the window, that was a record store that I used to go to. They had this big, open window there where they would display the latest great album that had come in. I remember going by one time and Joni Mitchell's Blue was on a display mount."

As for Angarano, Fugit is still impressed with what the 10-year-old actor accomplished in such a short period of time on screen. "He had a super thick Staten Island accent; half of [Michael's] work was trying to just like West Coast his natural way of speaking. He was amazing," recalls Fugit. "When he would come on set, Cameron would have us all hang out because we're all basically three versions of the same person. Michael was really into watching me and he would pick up on stuff that I was doing, and that's what Cameron wanted."

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Neal Preston/Paramount

Deschanel (here with cinematographer John Toll), is seen filming the moment where Anita leaves home — but not before giving some parting gifts (records) and words of wisdom ("One day, you'll be cool") to her younger brother. "I remember that was a very important line," Deschanel says. "We did it a lot of times — I don't know, maybe 40 times. Cameron likes to have a lot of options in the editing room. So we did it 40 times and then [later] he said, 'So yeah, you know how I made you do that line like, 40 times? Guess which one I used.' I'm like, 'The first one?' And he was like, 'Yeah, I'm using the first one.'"

Crowe says that scene replicated a real moment with his sister. "I have this [real] picture of her with her first real serious boyfriend, she's leaving the house and is so anxious to get out she leaves with curlers in her hair," he explains. For the shot itself, he adds, "the camera's attached to the car and the car's going to drive off, and she's going to look back and we were playing music at the time. I think we were playing [Simon and Garfunkel's] 'America' on set and it was like the marriage made in heaven. Her face, that song, and that shot, and that's John Toll very casually just making your dreams come true as the master DP."

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Neal Preston/Paramount

"This is the Hyatt House scene," says Crowe. "We were shooting a lot of stuff and it was a long script, so that thing in my hand is just a collection of the scenes we're doing that day. This is when the kid [William] starts to see what's really going on: 'You were her excuse for coming here.' What Kate's doing — because I really remember that mannerism she had — when she's chewing on a finger while I'm talking to her, is, 'I hear what you're saying, but in the end, I'm just going to wing it.' That's the magic of Kate." (Hudson's take: "That picture of me and Cameron embodies me and Cameron.")

Their collaboration, Hudson says, was "one of the great working relationships of my life. It taught me so much so young, and I think we were a really great team, Cameron and I. I really feel like I got him, and he understood exactly how to direct me and get exactly what he needed. And we really had so much respect for each other."

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Neal Preston/Paramount

"I think Patrick is just being very William Miller off camera here," says Crowe, of this on-set break with Fugit. "That's when you know that you're on the right track, when people slip into their characters and the characters get to relate to each other in the script, and somehow it works in life as well." Behind them is Kelly Curtis, Pearl Jam's manager and a longtime friend of Crowe's. (The filmmaker considers Curtis something of a lucky charm: "He was [on the Fast Times at Ridgemont High set] when Sean Penn said, 'You dick.'")

Though he'd already found success as a director, with Almost Famous, Crowe felt like he was playing a role. "I think we all stepped into our characters," he says. "My character is this distressed guy trying to make a decent movie out of my actual childhood. Completely stressful but what I got a lot of joy over, and still do, is showing Patrick how much fun it is to make a movie."

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Neal Preston/Paramount

Hoffman (left) gave one of his most memorable per­formances as Lester Bangs — impressive, considering he had the flu when he shot his scenes. "He was totally f----ing exhausted, dehydrated, and obviously very nauseous and had to step away basically just to vomit during takes," says Fugit. "He was sort of silently sweating and just crushing the scene after scene." The two actors would chat between takes too, and though Hoffman was cordial to the then-teenaged Fugit, he could also be a little gruff. "He's like, 'It's great that you're here. I think you're good for the part, actors will work a long time to get a part like this, so you better f----ing perform,'" recalls Fugit. "But in a very caring way."

The scenes with Hoffman as Bangs also holds a special meaning for Crowe, who met the real-life Bangs while the director was still a budding journalist for Rolling Stone. "That is what Lester was wearing when I first met him," says Crowe, of the Guess Who shirt Hoffman has on.

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Neal Preston/Paramount

In the film, William meets Bangs at the same place (above) a teenaged Crowe first encountered the famed rock journalist. "There's Patrick easing into William, hanging onto the bag for dear life," says Crowe. "I'm a little nervous because Philip is formidable and he's been listening to Lester on earbuds every time where I'm not talking to him. I went across the street and watched the scene. I was listening on the headset as he's talking to the kid, and it sounded like Lester. I got a chill. He is channeling the guy on the exact corner where I met him."

Crowe was so thrilled after shooting the initial Lester Bangs scene that he decided to call up then-DreamWorks president David Geffen to thank him for allowing the movie to be made. Recalls Crowe, "I just got him on the phone and said, 'I'm really, really happy we're making this movie, and I just can't believe what brought me to this day where I can film Philip Seymour Hoffman as Lester Bangs.' And David Geffen goes, 'Jerry Maguire was what brought you there. I have to go,' and he hung up."

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When Crudup and Crowe first met about Almost Famous, the actor says Russell was "a man of mystery." "He didn't say much, and I couldn't get a handle, really, on what [Crowe] wanted from the character from the script… so I was a little timid at first about how I was going to effectively play this guy, since I didn't really know who he was," Crudup remembers. "And Cameron admittedly spent this time saying, 'I don't know who he is either, but maybe we could find him together. Wouldn't that be cool?'" His portrayal then came through working with the director and studying during downtime moments like this. (Notes Crowe: "I love that photo because that's Billy. That's not Russell. That's Billy Crudup at f---ing work.")

The scene they were shooting here is when Russell asks William to "just make us look cool," a moment Crowe was apparently "fastidious" about. "He wanted to get the ambiguity right — whether or not Russell is taking advantage of William, or William is giving license to Russell," says Crudup. "If everything that Lester Bangs has taught William is actually true, in that moment we're seeing it play out. We're seeing William fall in love with these guys, and we're seeing how Russell is comprehending that William is vulnerable in that way. And he's exploiting it, but it leaves us resentful and understanding and hateful and charmed, which is one of Cameron's great gifts."

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Neal Preston/Paramount

"I feel like this scene was cut — it might be in the extended version, but I feel like that was the scene where Kate and I were talking about what Russell and Penny never talked about, which was their relationship," says Crudup, "because Russell was married and his wife's name was Leslie. And Leslie was the buzzkill word for the two of them, obviously, so Leslie never came up."

"It's not hard to fall in love with Billy Crudup. We didn't have to work on it," says Hudson of her costar. "What I loved about our relationship in that movie is that my personality and Billy's personality are very different. Billy takes it very seriously. And I'm like, yeah, but let's have fun while we're doing it [laughs] — let's have fun while we're taking it really seriously. And he kind of made me focus. I was 20 years old filming this movie, [and] it brought me so much focus and experience because he was 10, 11 years older than me. I think I brought him a sense of levity, that I could dance around and kind of make him joke — and Cameron provided that space for us to be able to get to know each other like that."

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Neal Preston/Paramount

Jeff Bebe may have been zeroed in on the perks and perils of music stardom (you never want to be one of the out-of-focus guys on a band T-shirt), but Lee says his expression here speaks to the "special" energy of the set. Looking back on it now, he says, "I think honestly it's bittersweet because it's one of the most extraordinary experiences I've ever had. I wonder if the movie were shot now, if in between takes people would be on their iPhones scrolling through Instagram. We didn't have cell phones, we didn't have Instagram, we didn't have social media. Everybody just hung out and played guitar, told jokes, and lived the life. We were living the movie, and it was just such a special, special time."

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Fairuza Balk, who plays the band-aid Sapphire, has a small but crucial role in the film, something Crowe had to impress upon the actress before shooting. "She called me over the weekend right as we were starting to film," he says. "She had trepidation; she was like, 'Where am I in this ensemble?' I think she was trying to figure out where to drop an anchor and how to play it. I said to her, 'Well, you are the soul of this movie,' and she was like, 'What are you talking about I'm the soul of the movie?' I'm like, 'You are the soul of this movie. You have the speech that is everything that the movie is about. You're the only person that can do it the way that it needs to be done, who will ache with a love of music.' And she's like, 'Okay, All right."

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Neal Preston/Paramount

William may have spent the movie pining after Penny Lane, but Fugit notes that it was Paquin's Polexia who his character should have had his heart set on. "Cameron would put it like this," Fugit remembers, "'Polexia is the one that William will end up finding in 15 years and have a deep, long relationship with.' So that was always an aspect of William's kind of cluelessness and also Polexia's world-weariness. I get the feeling through Anna's performance that Polexia was tracking the whole time — like William and I could end up making something happen, but he's not ready yet."

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For the part of a teenaged Zeppelin fanatic, Crowe cast a then-unknown Jay Baruchel, pictured here in his homemade "Stairway to Heaven" shirt. "Baby Baruchel" recalls Crowe. "He was so young but a complete live wire. He completely is the spirit of the real guy, Ric Munoz. [Jay] really reminded me of Jimmy Fallon. Whenever they were in the same place, I was like, 'Come on, guys. What's our buddy movie?' They're looking at me that way people look at you: 'Why do you think we look alike? We don't really look alike. Stop it.'"

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Neal Preston/Paramount

Hudson and Preston took this photo during a break from filming. Note the bus — Stillwater's first mode of tour transportation — in the background. "See the rig? It was so hot in that bus," says Hudson. "We were in Sacramento, I believe, and oh my God, it was so hot."

According to Preston, the Almost Famous shoot was "like a rock tour for three months — except for the fact that we had call sheets. It's the same vibe. You start being insulated and very cloistered from the outside world."

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Neal Preston/Paramount

Lee and Hudson aboard the bus, site of one of the film's most memorable moments. "I think the scene that people talk about the most is the 'Tiny Dancer' scene," says Lee. "That was just beautiful to make because you really felt that lowness in the bus after [Russell's acid trip at the house party]. When the energy starts to rise a little bit and everybody starts singing along, that was really a bittersweet, emotional scene to shoot."

"It was as much of a moment for us as people and as a cast, what it is to be a circus together when you're making a movie," Hudson shares. As she tells it, that scene's apex came together as they were shooting. "[Penny's line] 'You are home' wasn't even written, and I can't remember if that was an ad lib of mine or if Cameron threw that out to me, but it wasn't a line [in the script]. I think Cameron threw out 'I want to go home' to William, and I just said 'you are home' [laughs]."

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Neal Preston/Paramount

In 2020, Almost Famous could read like music journalism fan-fiction — an unseasoned writer on a freewheeling assignment that becomes a Rolling Stone cover story. But Crowe did write for the publication as a teen, and he wanted to get the world of the magazine right. The director cast Terry Chen as Ben Fong-Torres (both pictured above), Rainn Wilson as RS co-founder David Felton, and Eion Bailey as editor-in-chief Jann Wenner. "It was really great to bring Ben and David to the set," says Crowe, of the recreated Rolling Stone offices. "Ben knows how to command the situation. When he walked in, he became the music editor of Rolling Stone. He was telling me what was right, what was wrong, what I can cut, what would feel better here. He and Terry really hit it off. What's great was Ben said to me, 'I never used to wear shirts like that.' And, I'm like, 'You wore form-fitting, semi-paisley shirts.' He was like, 'I never did.' We showed him a picture of [him in] one from our research and he's like, 'Okay, maybe on that one.'"

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Neal Preston/Paramount

The film got some real-world rock star advice from Peter Frampton, who served as technical adviser and taught Crudup to play guitar. Preston was able to capture Frampton during a break between takes of shooting a concert scene at the Hollywood Palladium. "We have a moment setting up where Frampton is just going to f—ing let it rip and show us that yes, this very generous, gentlemanly, helpful guy is actually also Peter f—ing Frampton. This is him just ripping some incredible guitar part."

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Neal Preston/Paramount

Stillwater concerts gave the actors a real taste of rock stardom — especially that Palladium performance, filmed in front of a swarm of screaming fans/extras. "We filmed continuously, I think three or four songs in a row where in between each song, the mics were hot. I would say, 'Thank you so much. This next song is, blah, blah, blah, blah, blah.' Then playback would play and then we'd go into the next song," says Lee. "It was literally like filming a mini concert. The crowd was loud, and we just went through it. It was astonishing that we pulled that off and the cameras were moving around and covering it all." (A little Stillwater Easter egg: The song the band would sing to hype themselves up before going onstage was ad-libbed by Lee during one of their early rehearsals. Crowe decided to work it into the movie.)

Adds Crudup, "Hearing the first chords of the song that we're playing, the lights go up and it's 1,500 people at the Palladium … they let out a scream and — I mean, instantly, you know why rock stars go crazy. Because you are filled with a kind of mania that is directed right into your heart and your brain that is unlike anything. Even in the pretend environment where I'm playing somebody else, I still felt the extraordinary and one-of-a-kind experience of having a moment as a rock star. It gives me chills thinking about it."

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Neal Preston/Paramount

"This was a big scene that we shot part of in the exterior in Santa Monica [standing in for San Diego], and then part of in a studio in Manhattan Beach," Deschanel says of this moment with Crowe. "It was the reunion of the mother and daughter that was kind of an unlikely reunion, that's meant to be the world's most awkward hug. That was a very important moment for Cameron." As for the way Crowe's framing her face, Deschanel says, "he's either telling me he's going to do a closeup or we were mugging for the still photographer and he's pretending to be a director framing my face." (From the director himself: "I was just jumping up and down on that very porch when I saw that we'd gotten it, because those are the moments that are important and they're out of real life, too.")

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William's exploits with Stillwater force him to miss his high-school graduation — much to the dismay of his mother, who silently seethes in the crowd when her son fails to materialize. Crowe wanted to give the scene some real-world gravitas — and, once again, a little nod to his own life — so he filmed the sequence at his own high school and recruited one of his go-to actresses: his mother, Alice Marie Crowe (seen above, in the pink hat), who has appeared in several of the director's films and also served as the inspiration for McDormand's Elaine. (Another Easter egg: Standing next to Alice is actor Charles Walker, who played the principal in Say Anything.)

"My mom really craved [McDormand's] performance, although she always used to say, 'I never went barefoot in the house. You know that,'" says Crowe, adding, "She's one of my greatest editors ever and a wonderful teacher. We used to walk that track field [at the school] and talk about ideas, because we were big movie fans. We'd talk a lot of details of Almost Famous." When Crowe finally finished the film and was left with a four-hour cut, he turned to her again. "I was a little lost," he says. "She came to the office and I put her in a room and she watched all four hours, and when it was done, she said, 'Your best movie is in here so get to work.' And, I did."

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Neal Preston/Paramount

"This was the original end of the movie," says Crowe of this family breakfast scene, where Elaine (McDormand, left) surprises her kids by playing a Neil Young song, "On the Way Home." ("A bootleg version, very good," notes the director.) But there's more to the sequence than an alternate ending. "One of the secrets of Almost Famous is that it's so much about the father who's not there," says Crowe. "I thought that would be in there if you knew what to look for." Adds Fugit: "I love filming that scene because it was informative about Cameron and his family in a way that had not occurred to me up until that point," he says. "What really resonated with me, there is purposefully a chair left open at the table for William's father. I didn't read even really think about it until Cameron pointed it out. Cameron's like, 'You see your mom and your sister [played by Deschanel, center] synergizing again, but there's something missing. I want you, at that point, to look over at the empty chair and...you realize your dad is not here. That's the energy missing from the family.' It's f---ing sad. I remember when he told me that, I was kind of blown away."

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Neal Preston/Paramount

"This is my favorite shot," says Crowe, of this Preston photo of Penny Lane's boots. "It's Kate feeling free and going there with this character."

The photo was taken during the scene where Penny overdoses on quaaludes and William comes in to save her — but not before stealing a kiss. Hudson calls the scene "beautifully innocent and sad." Yet while William's intentions may be heartfelt, Fugit notes the moment's creepy undertones. "She's overdosing, she might die, and William is gonna f---ing kiss her while she's passed out," he says. Still , he recognizes what Crowe was trying to do. "How do you change the behavioral nature of that to something that is still unsettling but very sweet? How is it that William is going to express his love for this woman? He has been basically saying in subtext with his eyes, with his smiles, with his physical discomfort around Penny Lane. The only reason it's safe to express himself [here] is because she's probably not gonna remember it. He's for sure being a scoundrel."

Crowe ended up changing the scene when he adapted the film as a musical. "I think the shelf life on what we were trying to do in the movie with that scene has expired," he says. "What I'm most proud of is that we were able to rejigger that scene [for the stage] so that it was true to their characters."

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Neal Preston/Paramount

"Every time I think of Almost Famous, it's just absolute love around it for me," Hudson says, looking back on the film two decades later. "The experience of it was just like no other, we really did become a family and Cameron was inspiring – I still remember things that he said."

"Very rarely do movies just hold up, and when your kids watch it they have the same experience that you had when you watched it for the first time. And I'm seeing that when I show my son this movie, it evokes the same feeling that I had or that my mother had when she saw it, or my brother. It really does hold up — I think because you see this world through a 15-year-old's eyes, that it allowed the love of music and this time, that innocence, to really... I think it brings people hope. I think when they see it, they're hopeful for life. And it's just Cameron. When Cameron hits it, nobody's better. When he hits his sweet spot, there's nobody like him. [This] was his story, it's his life. He had to get that right. And he did."

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A version of this story appears in the September 2020 issue of Entertainment Weekly. Don't forget to subscribe for more exclusive interviews and photos, only in EW.

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