Before palling around with Ant-Man and the Wasp, Peyton Reed was Down With Love

When 2015’s Ant-Man arrived in theaters after a notoriously tumultuous production process, there was a lot of speculation about which elements of the superhero heist film came from original helmer Edgar Wright and which came from his replacement, Peyton Reed. Although many automatically credited Wright with the film’s funniest moments, it turned out a lot of that comedic style was actually added by Reed—including the standout montage sequences featuring long-winded stories told by Michael Peña’s Luis. Perhaps Marvel fans would’ve been a little less surprised by that revelation if they’d dipped their toe into Reed’s rom-com oeuvre, in particular 2003’s uber-stylized Down With Love.

Reed was fresh off the success of his stellar (and eventually franchise-spawning) 2000 cheerleader comedy Bring It On when he read the script for Down With Love. Written by Eve Ahlert and Dennis Drake, making their first foray into feature screenwriting after careers in television writing, the project was designed to be part homage to, part parody of, and part attempt to faithfully recreate the Doris Day/Rock Hudson sex comedies (or “bedroom comedies”) of the late 1950s and early 1960s. Bedroom comedies offered an updated take on the screwball comedy formula of the 1930s and ’40s. They featured similarly madcap adventures, but could now be slightly more open about acknowledging the existence of sex—so long as their main characters didn’t have it until they were married. Enthralled by the idea of updating the retro genre for the 21st century, Reed quickly signed on for Down With Love as his second feature film.

Set in 1962, Down With Love stars Renée Zellweger as Barbara Novak, a small-town girl who eagerly arrives in the Big Apple ahead of the release of her new self-help book (also called Down With Love), which instructs single women on how to forgo long-term relationships and enjoy sex “à la carte” while focusing first and foremost on their careers. Although Barbara’s underestimated by the stodgy men of her publishing company and rudely blown off for a cover story by famed magazine writer Catcher Block (Ewan McGregor), resourceful editor Vikki Hiller (Sarah Paulson) helps the book become an international bestseller. That leaves Catcher—a noted “ladies’ man, man’s man, man about town”—scrambling to get the scoop he lost. With the help of his neurotic editor Peter MacMannus (David Hyde Pierce), Catcher decides to write an exposé proving Barbara’s female self-empowerment philosophy is a lie. He’ll pose as an impossibly endearing suitor and sweep Barbara off her feet, eventually getting her to admit that deep down all she really wants love and marriage—just like every other woman.

Despite having some passionate champions at the time, Down With Love opened to mixed reviews and fairly dismal box office returns. (The decision to position the film as counter-programming to the first Matrix sequel didn’t work out so well.) And though I’m personally a big fan of Down With Love, it’s not hard to understand why so many people struggled to connect with the film. Ahlert and Drake’s script specified that Down With Love shouldn’t just be set in the early 1960s; it should feel like it was made in the 1960s, with rear projection, split screens, and obviously fake backdrops. (The film even opens with retro logos for 20th Century Fox and CinemaScope.) That hyperstylized approach makes Down With Love a unique and at times rather odd watch. And that was especially true in the pre-Mad Men era of 2003, when the biggest recent reference points for 1960s pastiche were Steven Spielberg’s Catch Me If You Can and the Austin Powers franchise.

For those not super familiar with the Doris Day/Rock Hudson movies being homaged, Down With Love can come across as a broad, generalized parody of the 1960s. But, in fact, nearly every single moment in Down With Love is a hyperspecific reference to romantic comedies of the era, especially Doris Day and Rock Hudson’s first two movies: 1959’s Pillow Talk and 1961’s Lover Come Back.

Down With Love’s opening narration is a direct homage to the Madison Avenue set opening of Lover Come Back. Catcher adopts the same aw-shucks Southern alter ego as Hudson’s character in Pillow Talk. The moment Catcher improvises the fake name Zip Martin recreates a similar scene in Lover Come Back in which Hudson’s advertising exec invents a fake product called “Vip.” Catcher’s swinging bachelor pad, complete with switches that turn on the record player and transform the couch into a bed, comes straight from Pillow Talk, as does an extended date montage and Down With Love’s many split-screen phone calls. David Hyde Pierce effortlessly steps into the neurotic best friend role played by Tony Randall in all three Day/Hudson films. Meanwhile, Randall himself has a cameo as Barbara’s publisher, thus bestowing his official blessing on the film.

Down With Love also branches outside the Day/Hudson canon, pulling iconography from other 1960s movies, like the James Bond films, and taking major plot points from a 1964 bedroom comedy called Sex And The Single Girl, in which Natalie Wood plays a best-selling proto-feminist author and Tony Curtis a sleazy magazine reporter trying to expose her hypocrisy. That film was itself inspired by a real-life self-help book of the same title, in which writer Helen Gurley Brown offered advice to young women seeking financial and sexual independence. Like Barbara Novak’s Down With Love, Helen Gurley Brown’s Sex And The Single Girl was the sensation of 1962. (Thanks to the book’s success, Brown would go on to serve as of Cosmopolitan’s editor-in-chief for over 30 years.)

Even moments that seem like they must be post-modern touches—like Vikki questioning Peter’s sexuality or Catcher claiming to have been drugged with marijuana—come straight from the Day/Hudson comedies, though Down With Love uses much less coded language to discuss them. The film does throw in some original touches, particularly when it comes to commenting on its source material (more on that later). But it’s impossible to overemphasize just how much detail went into lovingly recreating a very specific era of cinema history.

Yet all that raises the question, who is Down With Love for? It was marketed as a kitschy but mainstream rom-com, yet it’s pretty niche. Rock Hudson and Doris Day may be cultural touchstones, but the parody here is incredibly specific. Watching Down With Love without context might feel like watching Space Balls without having seen Star Wars.

But Down With Love didn’t necessarily resonant with cinephiles either. It’s a bit broader and more heightened than the original Day/Hudson films, and it pushes its comedy too far at points. A charming split-screen phone call from Pillow Talk in which Day and Hudson appear to be playing footsie in an extra-long bathtub gets reimagined as an over-the-top sexual innuendo gag that feels like it’s right out of one of the Austin Powers movies. Critics were far more drawn to the more nuanced work Todd Haynes had done the previous year reinventing 1950s melodrama in Far From Heaven. And many felt Down With Love just didn’t do enough to comment on the genre it was homaging. As Roger Ebert put it in his mostly positive review, “Down With Love is no better or worse than the movies that inspired it, but that is a compliment, I think.”

In other words, it’s a strange hybrid. Some of the best jokes are meta gags in which the film maintains its cheesy retro tone but acknowledges the darker side of 1960s life—like the fact that NASA hired former Nazi scientists to help us get to the moon. (“Why?” Peter asks innocently. “Nazis are bad. We’re good.”) On the other hand, the movie also gets a ton of mileage out of one-liners that feel like they could’ve come straight from a Day/Hudson vehicle. Bemoaning a date who ended the evening by slipping her his manuscript, Vikki quips, “The men who resent my success won’t give me the time of day. And the men who respect my success won’t give me the time of night.” Of the topsy-turvy new world of female empowerment, Peter notes, “These Down With Love girls may be used to having sex the way a man does, but I’m not.”

By all accounts, everyone who worked on Down With Love seemed to have an absolute blast, which definitely translates into the finished product. In behind-the-scenes featurettes, pretty much everyone on the production team gushes about fulfilling a childhood dream of working on a classic Hollywood film—particularly production designer Andrew Laws, composer Marc Shaiman, and costume designer Daniel Orlandi. Orlandi custom-made every element of every principal character’s wardrobe, and the gorgeous, ever-changing costumes are a huge highlight. Cinematographer Jeff Cronenweth (a frequent David Fincher collaborator) mimicked a Technicolor aesthetic, so every color pops. And even in its weakest moments, Down With Love is creatively shot and absolutely gorgeous to look at. As Reed explained in a 2015 Fast Company profile:

Both Bring It On and Down With Love are musicals without actually being musicals. They are heavily choreographed movies and that was something that I really love doing. I never wanted to do comedy where it was just like setting up a camera and recording someone being funny. I always liked movies where the camera is complicit in the comedy and that there is a funnier place to put the camera than another place and that the way the camera moves is part of the joke and part of the storytelling. It’s all about kinetics.

Down With Love actually does end with a musical number during its credits, which was a last-minute addition suggested by McGregor himself. He’d recently starred in Moulin Rouge! and Zellweger was fresh off of Chicago, so he figured it would be a waste not to have them sing together. He kept bringing up the idea until production finally agreed to add the original song “Here’s To Love,” which was written by Marc Shaiman and Scott Wittman. That speaks to the all-hands-on-deck energy the production seemed to inspire in its cast and crew.

Lush production values aside, Down With Love is mostly a four-hander. And it wouldn’t work without its cast’s deep commitment to tone. Both Paulson and especially Pierce are comedic highlights (it helps that the Venn diagram between Niles Crane and a Tony Randall impression is just a circle). If Zellweger isn’t quite as perfectly cast here as she was in Bridget Jones’s Diary, she still delivers a winningly winsome rom-com performance that grows more complex as the film goes on. And though he couldn’t look less like Rock Hudson, McGregor is the film’s secret weapon. He subs in cheeky British swagger for Hudson’s corn-fed Midwestern charm, and most importantly, he manages to ground the film in some actual pathos, layering vulnerability behind Catcher’s charming smile as he starts to actually fall for Barbara.

But the best thing about Down With Love is the way it updates the problematic gender politics of the Day/Hudson originals. Traditional bedroom comedies generally featured caddish playboys adopting fake identities in order to seduce independent, career-focused women. Once the ruse is exposed, the female lead gets a moment or two (if that) to process her anger before the couple is on its way to marital bliss. Down With Love at first seems to be following that template beat-for-beat before suddenly swerving to offer something different. In fact, the final act is heavy on subversive twists. It would be wrong to say Down With Love has anything too deep to say about gender politics, but it does have a subtle point to make: that equality has to come not just from women challenging conventions and claiming more power but also from men challenging their own gender roles, too.

For all their silliness, the Day/Hudson rom-coms were pretty self-aware to begin with. And it’s hard to make a tongue-in-cheek parody of a tongue-in-cheek comedy. That sometimes leaves Down With Love feeling a little unmoored, which is when the movie tends to go for a cheap sexual innuendo gag. But when it fails, it at least fails with style. And when it works, it works like gangbusters. The last few scenes, in fact, are a masterclass in how to blend comedy, parody, romance, pathos, and just a touch of social commentary all in a stylish rom-com package. So here’s to Down With Love and here’s to Peyton Reed.

Next time: You can dance, you can jive, you can revisit the first Mamma Mia! movie just in time for the sequel.