'School Ties' director recalls Brendan Fraser and Matt Damon's 'uncomfortable' shower scene in the 1992 drama

Based on the advanced reports out of the major fall film festivals, Brendan Fraser is on the cusp of a career-best comeback in Darren Aarnofsky's upcoming chamber drama, The Whale. It's only appropriate that the film is premiering exactly 30 years after the The Mummy star had his big-screen breakthrough as the star of School Ties, the 1992 drama that featured a bevy of future A-listers — including Matt Damon, Ben Affleck and Chris O'Donnell — in some of their earliest big screen performances.

"Most of them had done no work at all," School Ties director, Robert Mandel, tells Yahoo Entertainment ahead of the movie's 30th anniversary on Sept. 18. "Chris had done one movie, but it was a small film that wasn't widely seen. So you couldn't reference a lot of their past work." (Watch our video interview above.)

Much like Francis Ford Coppola's adaptation of The Outsiders a decade earlier, casting fresh faces worked in School Ties's favor. It also worked out for the cast, many of whom went on to become major film and television stars. As a result, the movie holds a place as a generational touchstone for ’90s teens and tweens for whom it provided a first glimpse of actors they'd spend the next three decades watching onscreen.

Written by Dick Wolf — the same Dick Wolf of Law & Order fame — and Daryl Ponicsan, the film takes place at an elite Massachusetts prep school in the ’50s, when casual and extreme antisemitism was still rampant across the country. Desperate to make a showing in the football standings, the Catholic institution's higher-ups recruit a Jewish student, David Green (Fraser), who quickly becomes the star quarterback they've been dreaming of. But the newcomer is well-aware he has to keep his religious identity under wraps lest he lose the friendship of his teammates. Despite his best efforts, the truth inevitably comes out and the team's jealous bully, Charlie Dillon (Damon), orchestrates a campaign to put David in his place.

Before getting cast as Dillon, Damon was one of the many young actors considered for the role of David. But Mandel always felt that he was better suited for the darker role — presaging the actor's celebrated star turn in the 1999 thriller, The Talented Mr. Ripley. "He does willingly go there," Mandel says of Damon's skill at playing bad guys as well as heroes like Jason Bourne. The director also credits both Damon and Fraser with agreeing to play a scene that many young performers might balk at early in their careers. When Dillon finally exposes David, it happens in the school shower room, which required both actors to show their butts onscreen.

"It's their butts," Mandel confirms with a laugh. "There was no thought of using [stunt doubles] or face replacements either." He also says that both actors learned that they'd have to be naked the day they shot the scene. "[We wanted to film it] at a certain point in the movie when everybody's very cohesive," the director explains. "You still ask them, and they were good about it. We put it on the call sheet, and closed the set and did what we needed to do. I don't want to say it was technical, but there was a stunt coordinator, there was nudity and there wasn't a lot of joking around."

Interestingly, Mandel reveals that test audiences found that scene more uncomfortable to watch than it was for the actors to film. "When we previewed it in a longer version, the audience got very uncomfortable watching it," he remembers, adding that those reactions necessitated a re-edit of a sequence that was already challenging to cut together due to the choreography and nudity. "When it went on for too long, it kind of took you out of the movie and you thought, 'Oh my God, they're really naked in the shower.' The audience suddenly became aware of the physicality and would they get hurt? It took them out of the storyline and they got uncomfortable I think."

To celebrate 30 years of School Ties, we spoke with Mandel about discovering Fraser, Damon and Affleck, the film's lost original ending and how the intense competition for a pivotal role in 1993's Scent of a Woman led to tensions among the young actors on set.

I was too young to see the The Outsiders when it premiered in 1983, so I've always thought of School Ties as my version of The Outsiders. Was that earlier film an influence to you at all?

Probably, although it was a very long time ago that I saw The Outsiders! [Laughs] Oddly enough one of the influences for School Ties was 12 Angry Men, especially for that final scene about the honor code. What interested me about School Ties was doing a story like The Outsiders where you follow a group of kids instead of just one leading man. Brendan takes you through the movie, but you're also interested in the motives and ambitions of the other guys as well.

Producer Stanley Jaffe was originally going to direct the film — at what point did you enter the picture?

When Stanley got the job of head of Paramount, they started looking for another director, and [Paramount chairman] Sherry Lansing interviewed me. I had a background that interested her because I went to a similar college, and remembered certain things about my experience. Stanley had done quite a bit of work on the movie, and many of the main actors had been cast, but he gave me carte blanche and said I should replace whoever I thought needed to be replaced.

We had not found the lead yet, and the movie wouldn't be greenlit until we did. It took a pretty long time to find that person. It was a massive talent search. Certainly Matt and Ben came in from Boston and Chris came in from Chicago. We brought them all back for a screen test because we thought we'd find the lead among the people who had either been cast or who we thought should be tested. We didn't, so we kept looking and finally a casting director found Brendan in Seattle. He hadn't done a lot of work — none of them had done very much — so you had to go by what you saw in the room.

Dick Wolf based the script on his own experiences being a Jewish student at a Massachusetts prep school. Did you have an equivalent experience that you brought to it?

I went to a college at Bucknell University, which is a fine school, but at that time there were a very small number of Jews there. It was a big fraternity/sorority school, and there was only one fraternity for Jews. So we were certainly outsiders at Bucknell. That being said, like David Greene, my eyes were opened to the outside world and I eventually married an Episcopalian who looks somewhat like Sally! [Laughs]

Was there a particular incident of prejudice or antisemitism that's stuck with you?

I remember that I had a very good friend — and we've remained friends — who was across the hall, and who had never seen or spoken to a Jew before. I think that was pretty common then! I mean, he knew we didn't have horns, but he was raised to think we were different. My wife also said that she once thought all Jews were Democrats, and didn't know there were Jews who were Republicans, too. So that was the time. I do remember that fraternity rush week was a big week at Bucknell, and we went to a lot of fraternities that we kind of knew we couldn't join. I certainly saw things like Confederate flags on the wall. I'm not sure if I saw a Nazi flag on the wall like in the movie, but if I had it wouldn't have surprised me.

Here's something else that really informed my direction: Sherry allowed me to visit a lot of these real prep schools and colleges, and then I did a lot of research and called some of the Jewish alums who had gone to school there in the '50s. Some of these guys are now major corporation owners and business leaders, and they told me stories that were similar to David's experience. What startled me the most was that some of these big shots sent their own children to prep schools, which I really couldn't understand. But they used it for the relationships that they could make, just as David uses it to get into Harvard. I had young kids at the time, so I couldn't imagine putting them through what the movie was about.

Brendan Fraser isn't Jewish, and there isn't a Jewish actor among the main cast. If you made the movie today, do you think you would have cast a Jewish actor as David?

I would try, but if I couldn't find the right person, I probably would not. I'm not sure how it would be perceived today. I know how it's perceived if you don't cast an autistic person or deaf person, but I'm not sure quite frankly about [a Jewish role]. I know we looked high and low and the the important quality of that character was that he had to feel different from the others. Many of the other actors who tested for that role didn't quite have that quality, and I thought Brendan did. He knew he was carrying the movie, and he knew what the stakes were for him. It wasn't easy for him carrying the movie.

Do you remember him talking to you about that or expressing any fears about carrying the film?

Well, none of them had really worked with cameras before, so I did a lot of improv exercises. They made themselves silly and stupid, and then they relaxed. I think that helped. And it helped them to get together as a group of kids who knew each other. We also had football rehearsal for those scenes, and they went and played together, so that was another cohesive element. But then Brendan had to carry the scenes with Sally, like the homecoming dance where he had to dance like they would have in the '50s. He had some difficulty with that.

I understand that he lived apart from the rest of the cast to isolate himself.

Yes, I think he did. All of the actors were all in their early 20s, and they had acting backgrounds. We did a lot of improv, and that was something I needed to find out if they comfortable with. I didn't follow the boys at night, but I think they hung out together. I want to say that Brendan was a little more remote because of his character, but the others were pretty comfortable with each other.

Do you remember Matt Damon's audition to play David?

I really don't. During the screen tests, we mixed and matched actors, and I'm sure Brendan was in those tests, too. We heard Dillon being read by other people, but it's a really important role because if you can't sympathize with the character, the movie's lost.

Was it Ben Affleck's idea to go shirtless in the group sing-a-long scene? His character's name is "Chesty" after all.

I may have encouraged him to do that. I don't think he resisted, but I may have encouraged him! [Laughs]

He has one of the smaller roles in the movie, but could you tell even then that he was destined for bigger things?

None of them really surprised me in their trajectories. Chris O'Donnell immediately shot up because of the Al Pacino movie, Scent of a Woman, whereas it took Matt a couple more years. I was surprised at certain roles that Brendan chose after that. But I probably was most surprised at the course of Ben's career. I'm certainly shocked about Ben today with J.Lo! [Laughs] But also the roles he started to do: He took over Harrison Ford's role in a couple of those [Jack Ryan] action movies, so that was huge. I say good for him. Would I have known that he wanted that public a life? I didn't see that at the time, not in my wildest dreams.

You mentioned Scent of a Woman, which was a film a lot of young actors wanted, including Matt Damon. Were you aware they were auditioning for it while making School Ties?

I did hear about it, and I did sense a certain friction because they all knew they were up for it. I don't remember when the decision was made on that movie, but I think they knew who the finalists were and I think there was some friction. I remember they did have to leave the set and come back and we didn't talk about it a lot, but I could sense something was happening there. And I'm sure they were all testing with Pacino, so that was a big, big deal for them.

Was there a different ending for School Ties originally?

The answer is yes! We did reshoot the ending. The original ending was David walking off as he does [in the theatrical version], but the other boys joined him. The audience did not like that ending — they loved the movie, but they didn't believe it. So we reshot the ending three ways. We shot it in the snow so it looked colder, and it wasn't a sun-filled frame where they were gonna walk off in happiness. Then we did the same shot, just changing a few things. In two of them, Brendan walks off alone, and then Chris runs up to join him and maybe somebody else, so it's just the two or three of them. And then the last time we did it, we had David walking alone. We previewed all three, and the audience clearly wanted David to be alone. Having seen the film again recently, I think it was a really good choice. You have this romantic idea in your head that all these kids would join him, but it wasn't to be.

The movie did OK at the box office, but it really found its audience on television and DVD. When did you get a sense that it had this second life?

You know, it still surprises me! I was working on another movie a few years ago, and the line producer told me how much School Ties meant to him. He said that when he went to college, he was a Southern Baptist football player, but he was also gay and he was hiding that. School Ties really changed his life. It's really surprising who it hits. I responded to it at the time as a Jew, but I think others have as well — anybody who wants to be part of what they perceive as the popular group. I think that's why the film has become so popular.

Looking back now, what's the scene you're proudest of?

For me, there are two scenes that stand out. One is the scene where Matt talks to Brendan about his relationship with his father, and how he envies Brendan because his parents had no expectations. I've always thought that was a beautifully-written scene, and Matt nailed it as he does with everything he does. The other is the homecoming dance where Amy meets Brendan, mostly because of when I got there and saw all the costumes and extras. Obviously, you prep a scene like that, but when you get there on the day and see it altogether, it's great. I'm also surprised at how well the football scenes work! I'm not a big football guy, but I thought the games looked great, and I could follow the action. [Laughs]

— Video produced by Kyle Moss and edited by Jimmie Rhee

School Ties is currently streaming on HBO Max.