At 400 days spread across two years, Eyes Wide Shut clocks in as the longest continuous shoot in movie history. That’s remarkable given that nearly all of the film’s action — including its infamous illuminati sex party centerpiece — largely consists of people walking or sitting or talking. In the last film he would direct, Stanley Kubrick gave full flight to his artistic impulses, in all their manipulative glory. In the name of creative exploration, scenes would be shot again and again and again. The unrelenting production bludgeoned the life force of Kubrick’s star, Tom Cruise, and in the process neutralized the actor’s toothy grin and quelled his insatiable zest. Despite the conditions, Cruise pursued his performance with the same drive that has made him such an indomitable movie star. But this time would be different.

“Nicole and I talk about it so much at night,” Cruise told Entertainment Weekly during preproduction. “When we’re 70 years old, sitting on the front porch, we’ll be able to look back and say, ‘Wow! We made this movie with Stanley Kubrick!’ We know it may take a long time to finish, but we don’t care. We really don’t.” That was in 1996. Cruise didn’t yet know the crucible to come.

Kubrick would consciously play on Cruise and Kidman’s real-life relationship, and not just for its commercial appeal. Before shooting, in secret conversations that eerily mimicked alleged Scientology auditing practices, Kubrick coaxed Cruise and Kidman to reveal their “fears” about their relationship. But there was no room to analyze or respond to the disclosures; they were there only to cultivate fodder for the movie. “You didn’t have anyone to say, ‘And how do you feel about that?’” Kidman would explain. “It was honest, and brutally honest at times.”

Before the shoot concluded, Cruise and Kidman sued the tabloid Star for reporting that on-set “sex therapists” had been hired. Rumors of the interminable shoot plagued the movie. And its eventual reception could be best described as befuddlement. Within two years of the movie’s release, Cruise and Kidman were separated. And Cruise’s career would never be the same.

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By the time Eyes Wide Shut went into production, Kubrick had been toying with a version of the project for more than three decades. He’d originally envisioned it as a follow-up to Lolita, his 1962 cultural brush fire, until his wife, Christiane, gently ushered him away. “Don’t … oh, please don’t … not now,” she told him. “We’re so young. Let’s not go through this right now.”

In the mid-’90s, he returned to the project and hired the prolific novelist Frederic Raphael to write a script. The source material was Traumnovelle, or Dream Story, by the relatively obscure, medically trained Austrian writer Arthur Schnitzler, who Freud once feared was his doppelgänger. Not that Raphael knew that: For no reason that he could discern, Kubrick obfuscated Schnitzler’s identity when he gave his writer the text of Dream Story. It was just one example of a series of odd choices by the director that Raphael observed.

In a stinging piece for The New Yorker in 1999, Raphael recounted his curious experience with Kubrick. Despite the limited scope of their relationship and Kubrick’s well-documented obsession with privacy, Raphael shared a trove of unflattering details. A great admirer of Kubrick’s films, Raphael nonetheless portrayed the filmmaker as indecisive, illogical, awkward, and petty.¹ Still, intentionally or otherwise, Kubrick comes off as the decidedly more charming half of the partnership.

“The Holocaust — what do you think?” Raphael quotes Kubrick asking at one point. “As a subject for a movie.”

“It’s been done a few times, hasn’t it?” Raphael says.

“I didn’t know that,” Kubrick responds, drolly.

Raphael and Kubrick’s finished script would update the novella from early-20th-century Vienna to modern-day Manhattan but is, otherwise, surprisingly faithful.

An attractive married couple — Cruise is Bill Harford, a doctor; Kidman is Alice Harford, a stay-at-home mother to their young daughter — attend a fancy party during which both are separately, unsuccessfully seduced. In the fuzzy exchange that follows, Alice offers a confession: Last summer, while on a family vacation, she saw a handsome naval officer she was so intensely drawn to that she would have, she believes, thrown her life away to be with him. She never took step one to consummate the fantasy, she explains. But the revelation is enough to unmoor Dr. Harford, who almost immediately begins a long night of profound sexual weirdness.

First comes a confession of love from the bereaved daughter of a dead patient. Then, a pleasant encounter with a quiet, dangerous sex worker. And finally — plink-plink-plink-plink — that inimitable illuminati sex party. There, masked men in robes watch other masked men have sex with naked women in masks as atonal chanting — actually recordings of Romanian priests, run backward — rings out.

It’s an honest-to-god orgy. And when the good doctor is discovered as an intruder, a self-sacrifice from a mysterious young lady is the only thing that saves him from what we assume would be certain death.

That Eyes Wide Shut has its detractors is not only understandable, it’s inevitable. Sixteen years later, the question persists: What is this thing?

Practically, it’s an attempt to explicate internal drama. If sexual jealousy so often feels epic, it’s just as often rooted in empty paranoia. Eyes Wide Shut walks a line — for all its sights and sounds, it presents no actual infidelitous copulation from either husband or wife.

It’s a manifestation of the strange, dark fears within. Schnitzler describes them in the novella as “those hidden, scarcely suspected desires that are capable of producing dark and dangerous whirlpools in even the most clear-headed, purest soul.” It’s surreal, to a point, and an attempt to play out what might happen if one were to let those fears take over. The answer: Why, you’d end up with your life threatened by a powerful masked sex cult, of course.

It’s also pretty funny. We get to see Kidman roll a joint from a stash she keeps in a Band-Aid container in her medicine closet, and later rip cigarettes while downing cookies and milk. We get to see the director Sydney Pollack in a rare performance, wearing only pants and suspenders, showing off the gloriously hairy chest God gave him. And we see that orgy. Rendered in full, there is a certain silliness that is unavoidable. At your next dinner party, encourage guests upon their arrival to use the only password that matters.

Warner Bros.

But Eyes Wide Shut is also a startling piece of evidence of Cruise’s courage.

The most common knock on Cruise as an actor is that he is shiny, bright, and artificial. A plastic man. But if we can define his plasticity here as endlessly moldable, then so be it.

In her book Tom Cruise: Anatomy of an Actor, Grantland contributor Amy Nicholson recounts the breadth of Cruise’s devotion — “[a] perfectionist himself” — to “his master,” Kubrick. The sprawling shoot, with no solid end date. The repetition — at one point, Cruise did 95 takes just walking through a door. The ulcer he developed on set and kept hidden. The blatant emotional manipulation.

“To exaggerate the distrust between their fictional husband and wife, Kubrick would direct each actor separately and forbid them to share notes,” Nicholson explains. For the footage of Alice’s fantasy with the naval officer — which periodically plays in Bill’s mind throughout — “Kubrick demanded that Kidman shoot six days of naked sex scenes with a male model. Not only did he ask the pair to pose in over 50 erotic positions, he banned Cruise from the set and forbade Kidman to assuage her husband’s tension by telling him what happened during the shoot.”

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It wasn’t only the names at the top of the call sheet that suffered at the hands of Kubrick’s calculated coldness.

Rade Serbedzija — the great Hollywood character actor and a star in his native Croatia — appears in the movie’s most explicitly comical scene, in which Dr. Harford convinces Serbedzija’s disheveled character, Mr. Milich, to open up his costume shop in the middle of the night. For a character often criticized as a cipher, this is Harford at his most actionable: He needs to get to that sex party.

It’s a small hurricane of a performance from Serbedzija. He swerves from peevishly lamenting his hair loss to suddenly imprisoning the Japanese men with whom his pubescent daughter, played by Leelee Sobieski, has been cavorting in the middle of the night — all while calmly executing his business transaction with Dr. Harford. Appropriately, it has a bitter coda: Mr. Milich ultimately willingly conspires in the pimping of his daughter.

“It was kind of torture, what [Kubrick] did to me,” Serbedzija recently recalled to Grantland over the phone from Brijuni, a remote island in the Adriatic Sea. “He wasn’t satisfied with anything I brought. He said, ‘It’s very bad.’” Serbedzija laughs heartily as he explains how Kubrick, essentially, screwed with him. Over and over, Kubrick cut Serbedzija off, bluntly explaining how execrable he was just a few sentences into each take.

“I said, ‘Well, tell me what I have to do.’ He said, ‘I don’t know, you are [the] actor.’ ‘OK, what do we [do] now?’ He said, ‘Let’s try it again.’ And then I started again. And again he said, ‘It’s awful.’ And then I thought, My god, which game is this guy playing with me?”

Eventually Kubrick, sensing the actor was on to his tactics, ordered a break in shooting and called Serbedzija and Cruise into his office.

“He was very angry with me. And he put on my tape from the audition. And he was laughing. You know? Watching this tape, he was laughing. Tom was watching [for the] first time and he was laughing too. And Stanley said, ‘This guy is excellent! He’s fantastic.’ And he turned to me and he said, ‘Can you try [the] same as this guy?’ And I said, ‘My god. What’s going on?’”

Mulling it over for the night, Serbedzija had his breakthrough. “I was thinking, He must know I’m [a] pretty good actor. Maybe he wanted to say to me, ‘I don’t want to see your acting.’ He wanted me to be really mad. To be really crazy. And I started to play games with [the] whole world.

“Some madness I tried to bring, and everybody was afraid of me on set. Everybody except him. He was watching me, laughing from his eyes. So there is something that is more than acting. Some real madness, you know?”

Serbedzija stops. “That’s it. He [was] really a magician.”

For his star, Kubrick’s trick was to strip it all away — the charm, the charisma, the Cruise-ness of it all. In that woozy opening party scene, Bill Harford is Tom Cruise. When he runs into his old friend, the piano player Nick Nightingale,² Harford greets him with a megawatt smile and zealous man-clasp. Not long after, in a wonderfully long, weed-stoked marital spat, Kidman menacingly drawls an accusation at her handsome doctor husband: “You are very, very sure of yourself, aren’t you?”³

But by the next time Harford and Nightingale encounter one another, Cruise gives us the frozen version of his famous grin. It’s a death mask. By the conclusion — after the events of the evening have unfolded, and as Kidman recounts another sex dream he can barely stomach — Cruise’s Harford is a whimpering husk.

Cruise gave everything to Kubrick. He let him into his marriage. He lent him his movie-star charm and he let him smash it into a million pieces. Cruise believed in Kubrick so completely that for two years he was brave enough to do more takes than he could remember — to produce all that raw copy and to leave it all in Kubrick’s hands.

As the director and actor Todd Field, who played Nightingale, memorably said of Cruise on set: “You’ve never seen [an actor] more completely subservient and prostrate themselves at the feet of a director.”

But was it too much? Cruise has never said as much, never even suggested as much. And over the next decade, he would have the gall to gamble again — brilliantly, in the cases of Magnolia and Collateral. But he never again touched anything as psychologically exposed or potentially damaging. And he never again approached a film with sexual themes.

“Some people told me, ‘Well, Tom Cruise is good but, maybe somebody else [could] play this part,’” Serbedzija says. “I really feel it’s not true. He’s so fantastic in this film because he’s actually [doing] less acting. He was being this simple man. It was beautiful.”

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1. Raphael went on to write a memoir of the director, Eyes Wide Open, that Christiane Kubrick dismissed.

2. Who becomes his eventual illuminati sex party tipster.

3. Frank Ocean even borrowed the bit for “Lovecrimes.”