Remember that time Edward Cullen and Elle Woods ran off and joined the circus together?
Set mostly in the 1930s, Water for Elephants—based on the 2006 best-seller by Sara Gruen—features Robert Pattinson, in the peak of his Twilight fame, as veterinary student Jacob, who quits school after a family tragedy, decides to ride the rails and unwittingly jumps a circus train. There he finds volatile ringleader August, played by Christoph Waltz, and his performer wife, Marlena, played by a platinum blonde and pin-curled Reese Witherspoon. A love triangle more dangerous than the Edward-Bella-Jacob triad quickly ensues.
Released on April 22, 2011, Water For Elephants went on to gross $117 million, showcasing Witherspoon's knack for picking the right books to adapt years before she starred in and produced projects such as Wild and Big Little Lies.
And the Legally Blonde star was the first actor cast in the circus, with several other big names in the mix to star as Jacob before Pattinson secured the part, even though director Francis Lawrence said he was initially "skeptical" of the star.
From the surprising way Witherspoon supported Pattinson after his high-profile split from Kristen Stewart in 2012 to the other Oscar-winning actor who was originally supposed to play August, here are 14 behind-the-scenes facts you might not know about Water For Elephants...
1. Not only was Reese Witherspoon the first actor cast, director Francis Lawrence revealed to Den of Geek, "She was one of the first people I ever pitched for the movie in general and the only person I pitched for the character of Marlena. I wanted a real all-American girl to play the character, and I think she's a great actress—smart, sexy, funny. We wanted to build around her once she was on board."
2. Robert Pattinson, meanwhile, was one of the last actors to join in the role of Jacob (no, not that werewolf), with Lawrence admitting, "In all honesty, I was skeptical after Twilight, because I didn't know, because of how stylized those movies are, I didn't know what he could do behind all the contacts and make-up and stuff. When I sat down with him, I realized that he's quite a bit like the Jacob character himself," he said of his film's lead. "He's a really good guy, and even with all the craziness, he's still very humble, still very comfortable in his own skin."
3. However, this wasn't the first time Witherspoon and Pattinson worked together. The Twilight star played her estranged son in 2004's Vanity Fair, but his part was cut from the final version and the deleted scene ended up as a DVD extra.
"He was walking down this corridor and I turned to the director and I said, 'That's my son? He's so good looking,'" she recalled in an interview with Entertainment Tonight. "I was like, 'He's so hot!'"
4. Channing Tatum, Andrew Garfield and Emile Hirsch all reportedly auditioned for the role of Jacob.
5. Sean Penn was initially slated to star as Witherspoon's onscreen husband, the volatile circus master August, with the movie set to end his self-imposed big screen sabbatical. But after the deal fell through, Inglourious Basterds standout Christoph Waltz replaced him.
"Reese, he and I got together and talked and he came on board," Lawrence explained. "I thought he was great – really magnetic, and charming. Smart, sharp, and he can be really scary too, but in a subtle, interesting way. I liked the dynamic between the two of them. I liked the age difference, because it makes their alliance a little uneasy."
6. "I debated about whether or not I was going to wear a wig," Witherspoon revealed to Collider. "Ultimately, after lots of discussion and screen-testing, I decided, 'I'm just going to cut my hair. I'm just going to dye it white. I'm just going to do it.'"
And the change ended up being "really transforming," for the Oscar winner. "I didn't even recognize myself."
7. Witherspoon trained with the circus and worked with elephants and horses for five months to prepare for the movie's stunts. "When I started, I had no idea how hard it would be (those performers make it look so easy!)," she wrote in a throwback Instagram post in August 2020. "But, I threw myself into training with every bit of determination I had." She also revealed that her stunt work pushed her "farther than I had ever gone as an actor."
8. The filming of Marlena and Jacob's love scene was anything but romantic.
"I was doing it when I had a really bad cold," Pattinson told MTV at the time. "My nose is running all over the place, and it was in one of the additional photography scenes, and Reese had this wig on, and literally, I was wiping my nose on her wig."
9. Witherspoon scored major points with daughter Ava Phillipe when she introduced the then-10-year-old to Pattinson on the movie's set, along with her younger brother, Deacon.
"Ava seemed especially excited to meet him," a source told People at the time. "The filming with Rob is going really well and Reese was excited for the kids to meet him."
10. Witherspoon and Pattinson formed a close friendship while filming. So close, in fact, that a source confirmed to E! News the actor sought refuge at Witherspoon's estate in Ojai, Calif. in 2012, following the news of his then-girlfriend Kristen Stewart's "momentary indiscretion" with Snow White and the Huntsman director Rupert Sanders.
11. For the period piece, costume designer Jacqueline West worked closely with Witherspoon in particular to nail Marlena's glam look.
"We watched '30s films together and pored over hundreds of stills," West revealed to Vogue. "She studied women's postures, stances, body language. They even smoked differently."
12. While Witherspoon said she had previously "made a conscious effort, throughout my career to not end up in a bathing suit in a movie," she learned to embrace Marlena's circus wardrobe for the film.
"It was horrifying!" she admitted to Collider in 2011. "But it was inspiring to have Jacqueline West design them. They're beautiful. It was a different time, when women loved their curves and enjoyed being voluptuous, and all that sort of thing."
13. Author Sarah Gruen and her entire family have cameos in the movie. The writer appears when Jacob (Pattinson) brushes past her during a scene with a runaway circus animal. "I'm the astonished woman watching an elephant [Rosie] steal produce!" Gruen told BookPage.
14. In March 2021, Vulture ran a feature on Gruen that detailed how the bestselling author's six-year fight to free an incarcerated man left her "absolutely broke" and "seriously ill." After Charles Murdoch, a prisoner sentenced to life without parole for first-degree murder, wrote Gruen a letter about his connection to the 2006 book, the writer became invested in his life, spending more than $500,000 of her own money and forgoing writing deadlines in order to help exonerate Murdoch.