By Clark Collis
Updated August 20, 2010 at 05:20 PM EDT

The story so far: Following the release of Jaws, legendary exploitation-movie producer Roger Corman hired fledgling director Joe Dante to direct a rip-off movie about small, killer fish. The result was 1978’s gore-drenched, but tongue-in-cheek Piranha, which cost less than $1 million to make and grossed around $14 million in the U.S. alone. The sequel, 1981’s Piranha II: The Spawning, was directed by first-time film-maker James Cameron. The future Avatar and Titanic auteur was fired midway through the film’s shoot in Jamaica, and the movie was not a commercial success. But this disappointing experience did inspire Cameron to write his breakthrough movie, Terminator.

To say James Cameron has enjoyed more success over the past three decades than has the Piranha franchise is putting matters very mildly indeed. The only “new” Piranha movie made between 1981’s Piranha II and this week’s Piranha 3D was a Mila Kunis-starring remake of Joe Dante’s original which Roger Corman produced for cable in 1995. “Roger embarked on a series of remakes of his pictures for Showtime,” relates Dante. “This was a smaller budget than I had. The kid who was directing called me up and said, ‘Do you want a cameo in the movie?’ I said, ‘Well, no, I don’t think so, thank you. But I’m curious, where are you going to shoot?’ And he’s like, ‘Oh, we’re going to shoot it [in LA].’ And I said, ‘Well, where are you going to find the lakes and rivers?’ And he said, ‘Oh, those are all from your picture.’ The entire thing had been done around our piranha footage.” Dante was unimpressed by the result. “There was one key ingredient missing,” he says. “Which was that they didn’t notice that it was supposed to be funny. So it lost its charm, I’m afraid.”

Dante recalls Chako van Leeuwen spoke with him on a couple of occasions in the years following the Piranha II fiasco to see if he would be interested in directing a third film. The director declined to get involved. By the time James Cameron’s Titanic sailed from port and into the record books two years after Corman’s TV remake, the Piranha franchise had basically sunk without trace.

Around 2003, a lawyer named Marc Toberoff was relaxing at his house when it occurred to him that no one had made a Piranha movie in a while. As it happened, he was in a position to do something about that. Toberoff’s Intellectual Properties Worldwide, specializes in relaunching dormant creative properties that possess “brand value.”

“I was just sitting at home one day and thought, ‘Piranha would make a great remake,'” he explains. “It turned out the rights were held by a Japanese lady: Chako van Leeuwen. So I made an arrangement with her.” Toberoff informed newly appointed IPW president of production J. Todd Harris that he should put making a third Piranha big screen movie happen at the top of his to-do list. “Piranha was a forgotten title,” says Harris. “Like many B-movie titles it had been basically discarded and forgotten. When I got to IPW, Marc said, ‘This is a big priority.’ I immediately got involved in trying to find a good writer for Piranha.”

Fortuitously, writers Josh Stolberg and Pete Goldfinger had already penned a piranha movie—one initially inspired by Stolberg’s viewing of the notorious Pamela Anderson and Tommy Lee sex tape. “The whole thing started because I had seen Pamela Anderson’s sex tape video that took place at Lake Havasu,” says Stolberg. “I was thinking, ‘God, I want to go there!’ I was looking Lake Havasu up online, and thinking how beautiful it looked. Then I saw it’s basically this crazy-ass spring break [destination]. They actually have boats with stripper poles.” Stolberg realized he had stumbled upon an ideal setting for a horror movie. “Part of horror is putting people that deserve to die together,” says the writer, who together with Goldfinger would also pen 2009’s fright fest Sorority Row. “I thought, ‘What better location than this?’ Pete and I started talking about it and we were thinking, maybe sharks. But that didn’t really fit. Piranhas just seemed to be the way to go. Our first script was actually called Killer Fish. IPW read it and said, ‘Oh wow, this is actually a perfect way to re-envision Piranha.'” (In fact, Stolberg is wrong about the location featured in the Anderson/Lee tape, although he had the correct state. By rights, Piranha 3D should have been filmed 200 miles away on Arizona’s Lake Mead. Regardless, Piranha 3D would be ultimately shot in Lake Havasu was due in large part to Pamela Anderson and Tommy Lee. “No s—!” says the Mötley Crüe drummer and Methods of Mayhem singer when informed of this fact. “That’s f—ed up.”)

J. Todd Harris developed the script with Stolberg and Goldfinger and then approached Alexandre Aja about directing the script after being hugely impressed by the Frenchman’s 2003 movie High Tension. “I read a draft of Piranha about seven years ago,” says the director. “Me and my writing partner, Greg Levasseur, we kind of had a crush on that script. It was such a fun, scary film in the vein of Evil Dead or Gremlins-for-adults, somehow.” However, Aja wasn’t a big enough name at the time to get the gig. “High Tension was an unbelievably scary movie, but I couldn’t get anyone to bite on Alex,” says an accidentally punning Harris. Instead, Aja went off to make The Hills Have Eyes and the project was handed to Chuck Russell, whose credits include The Mask and Nightmare on Elm Street 3. Meanwhile, IPW also reached out to 300 producer Mark Canton, while in January 2006, it was announced that Dimension had signed on as domestic distributors.

Harris says that Chuck Russell came up with a very different take on the project than that envisioned by Stolberg and Goldfinger. “It was an underwater thriller for the most part,” explains the producer. “I actually liked the script very much, but the movie kept budgeting at 22, 23 million dollars. It was just too expensive for everybody’s taste. Richard Saperstein, who was the head of production at Dimension, wanted Chuck to rewrite it, so it would be a less expensive movie, and we just had a hard time getting there. We kind of came to loggerheads over the rewrite. It became a natural break off point for the relationship with Chuck Russell, and the Weinsteins went after Alex.”

By that point, Alexandre Aja had established his commercial bona fides with the comparatively low budgeted Hills Have Eyes, which was released in the spring of 2006 and grossed a respectable $40m. He was still interested in the directing the Piranha script—just not the Piranha script that Dimension was now suggesting he direct. “It’s a very strange thing,” says the director. “I read that script from Pete Goldfinger and Josh Stohlberg and that was like, piranha, spring break, earthquake. All those elements. When I was approached by Dimension, I pitched them how excited I was by all those scenes, and I realized they didn’t know anything about that script. The script had been developed by Chuck Russell into another storyline, completely different. I said, ‘If I come back to this movie, I’m really excited about that spring break storyline. Not by the other one.’”

Aja got his wish, and then suggested they make the film in 3D, inspired by advance word on James Cameron’s then-as-yet-unreleased Avatar (which, given Cameron’s history with the Piranha franchise is either deeply ironic or highly appropriate, depending on your point of view). “I was reading a lot about Avatar,” says Aja. “I called Bob and said, ‘Avatar is going to be spectacular, but imagine a really scary movie in 3D. Bob right away said, ‘Yes.’ But the ultimate goal by making Piranha in 3D was to do somehow the reverse of Avatar. Avatar was beautiful and very elegant and an open window on a new world. And here it was like playing like the gimmick. Like, this movie is going to deliver 3D that flies off the screen. That’s what we want.”

Thanks to Aja’s growing rep, and the greater profit potential of a 3D movie, the director was gifted a budget that producer Mark Canton describes as being “in the 20s.” The director’s young turk status also helped snag a famous face-packed cast headed by Elisabeth Shue. “There’s no way this cast would have come together without Alex,” says the Leaving Las Vegas actress. “He’s just a wonderful director. It would have to be someone of his caliber, otherwise it would be kind of scary. Piranha 3D? Just the title itself is tough. It just sounds like a movie that could go either way.” The onetime Academy Award nominee admits there were many times during the shoot when she and Adam Scott had trouble keeping a straight face while uttering such line as, “I want to know what the hell this thing is doing in my lake!” “That was our challenge,” says Shue. “Adam and I were required to really hold down the reality. At times it was nerve-wracking, like, ‘Are people going to laugh at us?'”

Another big casting coup for Aja was Richard Dreyfuss’ decision to effectively reprise his bespectacled Matt Hooper character from Jaws. It seems the actor needed some more convincing than Shue to sign on. Dreyfuss recently told the Hollywood News website that he only agreed to appear in the film because Bob Weinstein gave a generous-sized check to his nonprofit, the Dreyfuss Initiative. “I said, ‘No,’ because I didn’t want to make fun of my own career,” explained Dreyfuss, who was unavailable to be interviewed for this article. “Bob Weinstein said, ‘We can give you a lot more money.’ He wrote a check to the Initiative and I said, ‘Okay.’” Weinstein says, “We did something for his initiative, which we would have done anyway. He just wanted to talk to Alex, and make sure that it was a cool tone, and he loved it.”

Dreyfuss’ brief appearance on the Lake Havasu set turned at least one hardened industry vet into a bug-eyed fan boy. “It was a really surrealistic experience to see him in that character,” says Jaws 3D makeup effects supervisor Greg Nicotero. “Because he literally is dressed in the same outfit his character wore in Jaws. He’s got the wool hat and the octagon glasses and the denim jacket. It was like, ‘Wow, look, there’s Matt Hooper!’ All of a sudden I’m physically standing next to the guy who was in that movie. And it’s not just the actor. This is the guy! I had my video recorder in my hand, and I recorded the entire day. I would have been pissed if I had not been there.”

Nicotero made sure his love for Jaws is evident in the finished film, at least to eagle-eyed viewers. The makeup artist paid tribute to Spielberg’s movie by including an identical prosthetic severed arm to that belonging to Susan Backlinie’s character Chrissie Watkins, one of the victims of the great white. “Well, in Jaws, there is a specific angle where the cut is, and it’s got some kind of meaty, fleshy tissue on it,” explains Nicotero. “So we sculpted one to match that arm exactly. We even bought the same rings that were on the one from the movie. I just thought it would be a cool gag. Those in the know will be like, ‘Hey, looks like Chrissie’s arm from Jaws!’”

That prosthetic represented just a tiny part of Nicotero’s gory workload on what may be the bloodiest film ever made. Hostel director and Piranha 3D actor Eli Roth, for one, suggests this is a “Call Guinness!” situation. “I think it’s the most blood ever spilled in a horror film,” says Roth. “On Hostel, I think we had 500 gallons of blood. And when I was shooting [Piranha 3D], they were already up to 7,000 gallons. I don’t know what else to say.”

Aja may have gotten Dreyfuss onboard—literally—but he didn’t have it all his own way cameo-wise. “I was planning on having two boat captains giving a safety speech,” says the Frenchman. “And those two parts were written for Joe Dante and James Cameron. James Cameron was too busy and we never could found a way to do it.” Dante did assist the movie by offering advice to Greg Nicotero, who was responsible for making the movie’s handful of non-CGI piranha. “Joe and I are really good friends,” says the special effects expert. “He said, ‘When I did Piranha, I got a lot of mileage out of extreme close-ups of piranhas with their heads buried into little chunks of meat, just chomping away—shoot it at a different frame rate, and it looks like there’s a frenzied piranha attack.’ So we built six or seven little hand trigger puppets that we could have tearing into blood bags and eating through chunks of gelatin flesh. There’s nothing old about a trick that works.” Aja received another directorial assist from his friend Quentin Tarantino who suggested a shot in which the rump of a woman sitting on an inflatable ring becomes fish food. “There is one specific shot that I loved,” says Aja, “which is the piranha vision getting to that ass as a first bite. That was really Quentin’s suggestion.”

It is possible Richard Dreyfuss’ reported reluctance to appear in Piranha 3D was related to the fact that he knows all too well the problems that arise when filming on water. And, by common consent, the Piranha 3D shoot was a frequently hellish experience. “This movie is a combination of the worst challenges that you can have in filmmaking,” says Aja. “You have shooting in the desert of Arizona during summer, which is 100-120 degrees every day in the shade. Then you have the shooting on the water. Anchoring, currents, boats drifting around. Then you have a thousand extras that need to be believable when they die, when they cry, when they scream, when they dance, when they act drunk. Then you have CG piranha and then you have 3D. You cannot beat that. Maybe making a 3D movie in Antarctica would be the next challenge.” That might be fine with Tiffany Cache who plays a wet t-shirt contestant in the film and describes the unrelenting nature of the Arizona climate as, “horrible. A lot of us ended up with heat rash. I had heat rash for days. It wouldn’t go away.” Elisabeth Shue explains that, to get through the experience, “I just decided that I was not making a movie, I was actually a contestant on Survivor. That really helped. I knew my goal was to survive the experience.” Adam Scott meanwhile says that he “felt like were making Apocalypse Now, except we were talking about these fish.” Scott’s assessment is echoed by Josh Stolberg who visited the set for a couple of days with fellow screenwriter Pete Goldfinger and says that the set reminded him of the Apocalypse Now making-of documentary Hearts of Darkness. “I don’t know how Alex did it,” says Stolberg. “I think he is one of, if not the, most talented of the young horror directors. But the chaos that was going on? It was the day that they had 600 extras, all in bikinis, screaming and yelling and kegs of beer flying around. To see, literally, hundreds of these people? And dozens and dozens of boats? It was a madhouse.”

Heat rash was not the only physical condition incurred on set. Eli Roth says he developed an eye infection after filming a scene in which he pressed his face into the breasts of a co-star—or, to use the colloquial term, “motorboated” her. “I had to do a motorboat scene with a girl and I got sunblock in my eye,” says the Hostel director. “I actually went to the hospital, because it was getting infected. The doctor looked in my eye and he said, ‘What happened?’ I said, ‘I had a motorboat accident.’ He said, ‘Really? You don’t look cut up at all.’ I said, ‘No, you know, how like in the strip clubs when you put your face between a girls’ breasts?’ I’m such a Jew that I actually got an eye injury from a motorboat. It’s the most pathetic injury ever on a movie set.” Indeed, Piranha 3D might also deserve a place in the record books for “Most ‘Motor Boats’ In A Single Movie.'” Screenwriter Pete Goldfinger recalls arriving on set to discover, “literally 700 half-naked extras shooting a scene on a boat where they’re all chanting ‘Motorboat! Motorboat!’ while Kelly Brook is being motorboated by Riley Steele. That was the first thing we saw. It was surreal.” Piranha 3D isn’t all about breasts, erogenous zone-wise. It’s also about Jerry O’Connell’s manhood, which at one point in the film becomes detached from the main body of his, well, body, and, thanks to the wonder of 3D, starts making its way towards the audience. “There’s a bit where Jerry O’Connell’s penis is slowly moving towards you,” says Goldfinger. “When you see the movie, that will be in 3D. If you thought a little bit of Jerry O’Connnell’s penis is a good thing, but a lot is a bad thing, you might not like it.”

With principal photography complete, Aja set about overseeing the movie’s 3D conversion. The director had originally intended to shoot with stereo cameras but eventually realized that doing so on a water-based shoot would be too technically difficult. Instead he decided to convert the film in post-production. Aja’s film has not been “retrofitted”—a term which means converting a film to three dimensions that was originally intended to be screened in just two—because the director always planned that his movie would be shown in 3D. But any sort of 3D conversion has become a sore point amongst directors worried that the process may be killing the three-dimensional golden goose. In the spring of this year, Saw franchise director Kevin Greutert blogged about his fears that the 3D rendering in Aja’s movie might deter audiences from seeing other films including his own Saw 3D, which is released October 29, and was filmed using stereo cameras. “Piranha looks like a very fun film, it’s just the conversion I’m scared about,” says Greutert. “It’s really going to hurt my film if Piranha has just burned people’s eyes out because there was a bad conversion done.” Aja admits that he was at one point vehemently against the idea of converting movies, but changed his mind after seeing seeing twenty minutes of footage from Peter Jackson’s King Kong that had been given the 3D treatment. “It was the best 3D I ever saw,” he says. “That changed my mind. We are trying to get the best results as possible and I hope make people change their mind on the conversion perception.”

Meanwhile, those who prefer their piranha movies more “old school”—that is, cheaply-made and in just two dimensions—received their fix in April when the SyFy channel screened Mega Piranha. This hilarious, ludicrous slice of shlock stars ’80s pop star Tiffany as a scientist battling a new breed of, yes, mega-sized killer fish. In the film’s most preposterous scene an enormous piranha cannons into the air to attack a helicopter—a sequence that would surely meet the approval of Joe Dante, the man who brightened many a Corman trailer with exploding whirlybird footage. “Well, I don’t think they used the same shot,” chuckles the auteur.

Regardless of its ultimate box office take, Piranha 3D is unlikely to affect the career of the now established Aja in the same way Piranha did to that of Joe Dante. And chances are it won’t inspire the Frenchman to dream up a sci-fi franchise that indirectly leads to an Austrian bodybuilder becoming governor of California. But like its big screen predecessors, Aja’s movie is both a bloody and an important one. Dimension and its parent corporation, The Weinstein Company, have had a patchy time at the box office over the last couple of years, and TWC founder Bob Weinstein would dearly love to have a “new” franchise along the lines of his Scary Movie films and the soon-to-be-relaunched Scream series. “Oh, please, you insult me,” deadpans the Dimension boss when the subject of a sequel to Piranha 3D is broached. “That’s just my joke. A franchise would be great.” Alexandre Aja admits that thoughts of a sequel have also crossed his mind. “We had many ideas,” he says. “There is the Full Moon Party in Thailand, a huge event with like 200,000 young people from all around the world taking mushrooms and partying on the beach.” Producer Mark Canton says that the Piranha 3D team have, “talked about sequels a lot. But we just want to get this one open right now.”

Indeed, before anyone greenlights a sequel, Piranha 3D has to become a hit. Aja and company may not be able to count on too many people involved in the first pair of movies plunking down money on a ticket. “It just seems like an act of desperation,” says Piranha producer Jon Davison, “it’s a remake of a rip-off.” Piranha II actress Carole Davis is similarly appalled: “Have they really run out of ideas to the point where they’ve stooped so low as to remake that? Come on! Richard Dreyfuss? That old fart? What does he play? A blowfish?”

Fascinatingly, John Sayles, the man who has brought us such indie classics as Brother From Another Planet and Matewan, says he is looking forward to seeing the new Piranha, which he intends to watch in 3D and on the big screen. “If a monster hasn’t been visited for a while, why not pull it out of the deep freeze and try it again?” he says. “And I like 3D movies, I think it’s fun. I don’t know if it will opening night, but yeah, I’ll be there.”

Alas, we have a small piece of bad news for Sayles. More than three decades years after Joe Dante shot down his suggestion that the original Piranha should feature a severed pigs head, it seems the world is still not ready for big screen porcine decapitation. “There are a lot of people chewed up in this movie,” says Greg Nicotero. “But we don’t kill any pigs.”

More on Piranha:

Fishy Business: The behind-the-scenes story of the ‘Piranha’ movies (Part I)

Fishy Business: The behind-the-scenes story of the ‘Piranha’ movies (Part II)

‘Piranha 3D’ for Best Picture?: The cast make their case in this ‘Funny or Die’ clip