Production began on Who's Afraid of Virginia Woolf? during the summer of 1965. The cast and crew first assembled near the Smith College campus in Northampton, Massachusetts to shoot the opening title sequence along with some exteriors.

Mike Nichols and cinematographer Haskell Wexler ran into weather problems right away while shooting the opening sequence in which George and Martha walk home from the late-night party. It was rainy and foggy on campus, and the fog kept revealing all of the hidden light sources in the scene. It took hours of tinkering before Wexler was able to light the scene effectively.

Nichols later realized that his insistence on location shooting at an actual college campus had been unnecessary. All of the scenes could have easily been recreated on the studio back lot. It was one of many lessons he was to learn as a first time film director. "I was a New York theater director," he said. "I was cocky and I was afraid of Hollywood. I did really stupid things, like shooting the title sequence in Northampton. They tried to tell me I could have done it right on the back lot. But I didn't know anything about movies."

Nichols revealed in a 2006 interview that he was advised early on by a colleague to fire someone - anyone -- on the very first day of production as a way to establish his authority on the set. The unlucky person on the receiving end of this plan was the First Assistant Director. When Nichols overheard him say on the first shot of the first day, "Oh well, it's just another picture," he was so offended by the First Assistant's dismissive nonchalance that he fired him on the spot.

After looking at dailies regularly during the first week of shooting, Nichols decided that the film was looking too dark. Therefore, he asked Haskell Wexler to adjust the lighting by boosting the fill light for the remainder of the shoot.

Nichols worked hard to learn on the set and become the best film director he could be. "Every day Mike would learn more than some directors learn in years of shooting," said Haskell Wexler. Nichols was open to suggestions from the more experienced crew and came to rely on editor Sam O'Steen's input when determining how each scene should be shot and put together.

Nichols purposely avoided shooting too many close-ups in the film. If there was a close-up, he believed, it should accompany an important line or moment in the drama and be meaningful.

Richard Burton and Elizabeth Taylor were very dedicated to their roles and worked hard on making their performances strong. Taylor especially threw herself into the role of Martha and delivered a powerhouse performance that surprised everyone - including herself.

According to Mike Nichols, the other actors were all "awed" by Elizabeth Taylor and her knowledge of film acting. Nichols, Richard Burton, Sandy Dennis and George Segal all had their roots in the theater, but Taylor had spent most of her life in front of a film camera. She knew her way around a film set along with many tricks of the trade to work with the medium, play to the camera and deliver the best performance possible. Everyone loved working with Taylor and was knocked out by what Nichols described as "the great surprise of her being able to handle all this verbal material."

Richard Burton had always been considered one of the finest actors of his generation, but he was able to pick up something new from Nichols while making Who's Afraid of Virginia Woolf? that helped his performance. He learned to just "do nothing" sometimes in a scene and simply listen. It was a lesson Burton found quite valuable. "His behavior, his manner, are silky soft," said Burton of Nichols' directing style. "He appears to defer to you, then in the end he gets exactly what he wants. He conspires with you, rather than directs you, to get your best. He'd make me throw away a line where I'd have hit it hard...and he was right every time."

While Richard Burton and Elizabeth Taylor were forces to be reckoned with while they were working, it was a challenge to actually get them in front of the camera every day. They both had it in their contracts that they didn't have to be on the set until 10:00 A.M., even though most other productions began at dawn. After they arrived on set, it would take two hours of makeup, hair and wardrobe to get them ready for shooting, and by the time they were camera ready, it was lunch time. They would often go off for lengthy cocktail-filled lunches, often with friends, and then return late in the afternoon to finally begin shooting. "When they finally came back late," recalled Sam O'Steen, "they'd just ignore it all, be real nice. 'Hey, Mike, old buddy, sorry we're late. Okay, let's shoot!'...Sometimes they wouldn't come back 'til five o'clock and they had in their contract that they couldn't work past six o'clock."

Even though their schedule and long lunches could try Nichols' patience daily, Taylor and Burton always worked hard when they were in front of the camera to deliver the powerful performances that were expected of them. The studio, however, wasn't as understanding. "Mike ended up being thirty days over schedule and doubling the budget," said O'Steen. "The studio thought about kicking Mike off the movie. They tried, but they knew if they fired Mike, the Burtons would both walk."

Another cause of endless headaches for Nichols was cinematographer Haskell Wexler. Even though Wexler was able to achieve the visual style that Nichols wanted, he took so long to light each scene that it drove Nichols crazy. "...Haskell had never made a major picture," said Sam O'Steen, "and he used to have a lot of little bitty lights, put them all around, he spent hours lighting. Then he'd say, 'Now you have to cut here, because they walk out of this light.' And I said, 'Why don't you light it so the guy can cross over in the middle...' but he would whine that he didn't want to...Mike was ready to kill him...But the picture ended up looking real good."

Mike Nichols and editor Sam O'Steen worked well together during production and would run into the cutting room on the Warner Bros. lot every chance they got to assemble the film as quickly as possible. They also worked together every weekend so they could stay on top of the editing every step of the way.

During post-production, there was an argument that resulted in Nichols being thrown out of the editing room and off the lot just as the film was being finished. Ernest Lehman had already hired esteemed composer Alex North to create the music for Virginia Woolf. However, Nichols made it clear that he wanted to use André Previn instead and fought with Warner Bros. executives over it. Since he had gone way over schedule and over budget with the film already, the studio was at the end of its patience with Nichols, and Warner Bros. won out. "So he kept fighting and that was the last straw, that's what finally did it," said Sam O'Steen. "That was just before Warner threw him off the lot. Mike and I were working in the cutting room, we'd just finished shooting a couple weeks before, when they told him he had four more days to finish the movie...he yelled about it, but there was nothing he could do."

As a result, Nichols and O'Steen worked around the clock to finish the film. At one point O'Steen was so exhausted in the editing room that he actually blacked out. "And then for the last reel," said O'Steen, "I met Mike at the studio at 5:00 in the morning and we worked 'til midnight. I was just a walking zombie...but we finished. Then they wouldn't even let Mike [do the sound] mix. I mixed the picture and at the end of each day I'd call Mike and hold the phone up so he could listen. And he would make comments like, 'Can you bring the music down there, I don't think we need that sound.' We did that every day for about a month."

Despite their differences with Mike Nichols, Warner Bros. was very supportive of the film when it was completed. However, some executives were nervous about whether its content would make it past the censors. At one early screening for Warner Bros. executives, Life magazine reported that one of them exclaimed when it was over, "My God! We've got a seven million dollar dirty movie on our hands!"

Jack Valenti, the newly appointed head of the MPAA at the time, said years later, "This film was like a burning arrow that was flown into a haystack." When issues over certain dialogue were raised with the Production Code office, the studio pressured Nichols to make certain changes. For instance, the scene towards the beginning of the film had Martha yelling, "Screw you!" to her husband just as she opens the door to their guests Honey and Nick.

Elizabeth Taylor had already shot the scene and said the line as written. Warner Bros., however, had Nichols change the line to "Goddamn you!" which Taylor then re-record. Since the new phrase clearly didn't fit over the words her mouth was saying on the footage, Sam O'Steen used a shot of her back as she starts to say it juxtaposed with a shot of her opening the door. It worked perfectly.

Even with the line change, the Production Code office refused to give Who's Afraid of Virginia Woolf? its seal of approval, citing its overall content and language as too vulgar. Warner Bros. appealed, but the decision was upheld.

In a 1998 interview with the Hollywood Reporter Jack Valenti recalled being locked in battle with three powerful Hollywood men - Jack Warner, Ben Kalmenson (Warner's right-hand man) and attorney Louis Nizer - over content in Virginia Woolf; specifically the words "hump the hostess" and "screw." Valenti said, "Kalmenson was a foul-talking guy; every other word he uttered had four letters. They played the good cop/bad cop on me. I got out of that meeting and said to Louis: 'This is ridiculous. We've got to do something about that.'"

The MPAA ultimately decided to grant the film an unprecedented exemption as "a special, important film" which was not considered to "exploit language for language's sake." The film would carry a warning that said: "No one under the age of 18 will be admitted unless accompanied by a parent or guardian." It was the first film to carry such a label, which would be commonplace just a few years later when the MPAA put its new ratings system in place.

When all was said and done, Who's Afraid of Virginia Woolf? became the most expensive black and white film ever made up to that point. Warner Bros. had a lot riding on its success or failure, as did Mike Nichols, Richard Burton and Elizabeth Taylor.

According to Sam O'Steen, Mike Nichols was very nervous at the World Premiere of the film at Hollywood's famous Pantages Theatre. "It was the world premiere, it was a full house, invited people and press," said O'Steen, "and Mike and I sat in the back row...we had no idea what we had and Mike was a basket case. So the picture started and he said, 'That's a light print. Jesus!' And I said, 'Come on, Mike, settle down.' But he kept moaning and groaning throughout the screening, that it was too dark and too light, and at the end of it, Mike said, 'Let's get out of here. I don't want to see anybody.' So we ran out, got in his car, and drove away. And everybody was looking for him, looking all over. But he just couldn't face them, he thought it was a disaster."

It turned out that Nichols had nothing to worry about, however. Upon its release the film was extremely well-received. Backed by considerable critical praise, it became a substantial hit for Warner Bros. and one of the highest grossing films of 1966. Elizabeth Taylor was singled out for her fierce, unglamorous performance which cast her in a new light as a serious actress who could hold her own against some formidable theater-trained talent.

Virginia Woolf received numerous awards and honors. Among the accolades were a remarkable 13 Academy Award nominations including Best Picture and Director. All four members of the cast were also nominated for their acting. In the end, it took home five golden statuettes for Costume Design, Art Direction, Cinematography, Best Supporting Actress (Sandy Dennis) and Best Actress for Elizabeth Taylor. It was Taylor's second and last Academy Award win.

Playwright Edward Albee was happy overall with how the film turned out. Despite his initial misgivings, he was satisfied that Taylor and Burton did his words justice. "It's the best work [Elizabeth has] done on film," he said in 2006, "and Richard did his usual splendid professional job." He added, "I felt very, very fortunate that it was as good as it was, and it's pretty damn good."

by Andrea Passafiume