“She’s got electric [boobs], a mohair suit…”

With these hilariously misheard lyrics, 27 Dresses crafted an unforgettable rom-com moment — Kevin Doyle (James Marsden) and Jane Nichols (Katherine Heigl) make good on their witty banter and crackling chemistry in a drunken night where they sing Elton John’s “Bennie and the Jets,” throwing out erroneous lyrics and giggling until they end up dancing atop the bar to an adoring crowd.

Despite obvious chemistry, cynical Kevin and hopeless romantic Jane have a love-hate relationship until this moment, when, in the midst of their drunken karaoke session, he reveals he “cried like a baby” at one of her favorite weddings he featured in his “Commitments” column. Jane kisses him and the two are finally set on the path to their inevitable happily-ever-after. It’s rom-com bliss — a scene packed with humor, character revelations and vulnerability, and the sense that these two people are just having a great time together singing and dancing to this major hit.

In honor of the film’s 10th anniversary, EW called up director Anne Fletcher and star James Marsden to get the history behind how they brought these romantic “walrus sounds” to the big screen.

Anne Fletcher, who began her career as dancer-choreographer, and James Marsden were working together on Hairspray (he played Corny Collins; she was associate choreographer) when she began to assemble the team for her second feature, 27 Dresses.

ANNE FLETCHER (director): We sort of started shifting gears romantically for those kinds of movies around that time, and I loved the relationship. It reminded me of Katharine Hepburn and Cary Grant and how they would go head to head with each other and verbally spar and be on the same plane. I just loved how they got in on each other; I found that refreshing and interesting. And, yes, there’s been journeys like that throughout the years in romantic comedies but there was something about this I really, really loved.

JAMES MARSDEN (Kevin/Malcolm Doyle): She [Anne Fletcher] came in [to Hairspray] one day and said, “I’m directing my first big, studio romantic comedy,” and so I said, “That’s fantastic — who’s in it and what part am I playing?” And she said, “Katherine Heigl is doing it but we haven’t found the guy yet and that’s actually a really good idea.” I said, “I was totally kidding with you of course.” I obviously figured since it was a joke, it would go away. Well she came back to me like a week later and she said, “I know you were kidding when you said that, but it planted a seed in my head that you’d actually be great for this guy. Will you read it? And if you respond to it, would you like to do a screen-test with Katherine?” So I read it — one, I wanted to work with her again because it was such a great collaboration on Hairspray, and two, it was an opportunity to play the leading guy and maybe even get the girl this time [laughs].

FLETCHER: And I really loved the premise of always being the bridesmaid — all of us girls have grown up always the bridesmaid, never the bride. Whether that’s true or not, that’s what we’ve lived with.

The script came with “Bennie and the Jets” written in as the song choice for this climactic scene where Jane and Kevin finally admit their attraction to each other, but Fletcher and the team also considered other options.

FLETCHER: I was hired to shop the movie and release the movie in less than 10 months. That’s to say the script was in really great shape and had to be before shooting because there was no development time. “Bennie and the Jets” was already written in the script. My music supervisor and I, Buck Damon, we looked at other options, like, I wonder if we can beat this song, because it’s great and we loved it but we always do that. Anything we get into musically, we’re always like — Can we beat it? Can we beat it?

MARSDEN: If I remember correctly, they were going back and forth. They wanted to find a song that was difficult to know the lyrics to because whoever was singing it was hard to understand, so it was between “Bennie and the Jets” and “Brown Sugar” by the Stones. I know Anne really liked both of them, and I don’t know why we ended up settling with “Bennie and Jets,” but I think Katherine and I both favored that song. Anne was thinking maybe “Brown Sugar” would be better because we could dance to it because there’s a little bit more of a beat.

FLETCHER: We couldn’t beat it — even though there’s lots of songs that nobody knows the lyrics to. So we stayed with “Bennie” — [screenwriter] Aline Brosh McKenna rightfully, brilliantly had it in the script. I’m not sure there’s anyone besides Elton [John] and Bernie [Taupin] that actually know what the lyrics are to that song.

MARSDEN: It’s a classic song that no one knows the words to towards the beginning. So it served the scene really well to see these two finally letting their guard down after they’ve had this bickering banter through the whole film. So that’s how it was chosen, but I remember it being between “Brown Sugar” and “Bennie and the Jets,” and I’m glad we went with “Bennie and the Jets.” Anyone that ever stops me and recognizes me from that movie they bring that song up. Obviously, it’s the favorite scene in the film. I love the song.

27 DRESSES, James Marsden, Katherine Heigl, 2008. TM &©20th Century Fox. All rights reserved/courtes
Credit: Everett Collection

After “Bennie and the Jets” was settled on, it was up to the creative team to decide what the alternative “misheard” lyrics might be and choreograph how the scene would unfold from a sing-along to a full-on bar-top performance. While Kevin mumbles his way through unintelligible lyrics, Jane shouts out nonsequiters like “walrus sounds” and “electric boobs.”

MARSDEN: Aline Brosh McKenna who wrote the script, she really helped us out. When we decided it was going to be “Bennie and the Jets,” the pages came in with all the kind of gibberish that she wanted us to say. She was flexible in saying, “Hey, I’m not married to these lines of what you guys think the words actually are — feel free to stammer along and whatever comes out, have fun with it.”

FLETCHER: Jimmy Marsden has such a huge musical background, and Katie is very musical as well, so they might’ve said, “I always thought this lyric was this” and they threw in it there and were like, “Well let’s just do that.” But if memory serves, the majority of it was from Aline, her own ear going “what are these words?”

MARSDEN: I couldn’t tell you the words now to be honest. So I never knew what the real lyrics were, but it was helpful that Aline wrote in the script and phonetically spelled out some of the stuff. It gave us a guideline and a platform to jump off and mess around with and make it our own.

FLETCHER: You could send that song to 10 different people and they would come back with 10 different sets of lyrics and maybe three of them would sync up — “boobs” or “boots,” would be at the top of the list. It’s either “electric boobs” or “electric boots.” It’s one or the other.

The film shot on location in Rhode Island, using many locals as background talent, particularly in this local bar to give it the flavor of the actual place. As the song comes on the jukebox in the corner, Kevin and Jane have had multiple shots of alcohol and are clearly intoxicated. The entire scene has the vibe of a Saturday night party in an local dive bar.

FLETCHER: It was in Providence, Rhode Island in a local bar. I love shooting practically because I love for a space to tell me what I need to be doing versus me telling somebody to build a space I needed. I prefer that. I enjoy that more. I feel like it’s a little messier and unexpected.

MARSDEN: It was a night shoot, and we were filming until 5 a.m. It was our last scene to shoot of the whole film — we just needed this last bit, which was kind of great because we got to go out celebrating with some great, fun dance/sing-on-the-bar type of scene to then wrap the whole movie.

I think it was about 2 or 3 in the morning when we finally did the get on the bar and jump around and dance stuff, so we [me and Katherine] were like “I wonder if anyone would get mad at us if we actually had a shot of tequila here.” So, of course we were like, well, we’ll just do one because we don’t have to work tomorrow, we’re wrapped and they’re breaking anyway, let’s have fun with it a little bit. We took a shot, kind of “cheers” to the movie, and it was a little bit of a wrap party within a scene. We had just enough taste of tequila in our mouth to have a microscopic Pavlovian response, loosened up and have a good time on the bar. And Anne just got to sit back and smile and watch us act like idiots.

FLETCHER: I would love to tell you it was a bad day; everyone was in a really bad mood. They were really nasty and they hated each other. No, it was a fun day. As a choreographer, I’d come into movies and that day I was there would change the energy of the set. It wasn’t about me — it was about the music, it was joy, it was dance. The crew gets excited about that stuff because it’s a little break in their day away from talking heads. So in general, it always brings the spirit of the entire crew up. This is no exception. We had the best time, and it was silly, and it was fun.

MARSDEN: A lot of times you shoot these scenes that are supposed to be loose, and the scene itself is supposed to feel spontaneous and fun. And yet, sometimes, it’s weirdly a challenge to make it feel loose and real because it can be so technical or so rehearsed. It was our last day of shooting and everyone was excited to be done, so it did take on the feeling of not a person in the room was aware that there were cameras rolling. Everyone all of a sudden was transported to a Saturday night in a bar in the middle of nowhere with a bunch of strangers all of a sudden sort of feeling like family and cutting loose. So, it was a very enjoyable, fun feeling in the air. You don’t always get that — sometimes it feels manufactured when you have to create those spontaneous scenes. Everyone got a little punch drunk and everyone was happy to be finished, so who knows? Maybe some of the background might’ve been sneaking a drink too.

Eventually, Jane and Kevin climb atop the bar to dance, while the crowd joins them in singing in a call-and-response moment. Though Marsden has a significant song-and-dance background and Fletcher started as a choreographer, the whole scene reads as two typically tightly wound characters finally getting into the music and just allowing themselves to get lost in a song and each other.

FLETCHER: In terms of choreography, it was completely staged. Everybody knew where there boundaries were, you have to be here, you’ve got to arrive here, you have to be here for that. Within that, I let them improvise with each other knowing the main thing is: you are two real people and what do real people look like? They don’t have a choreography background; they don’t have steps. And you’re drunk, so you have no inhibitions. You’re both just letting your hair down and letting loose. They sing to each other at the bar, in that fun adorable way, and then it was just a fun smash cut to them being on the bar and again, just wanting to keep it very authentic and real to what human beings do and how they would behave with each other.

MARSDEN: I figured this guy is a writer, and I can’t imagine the guy having much dance background, so it would look strange if we busted into some full on choreographed thing, which Anne Fletcher — that’s her wheelhouse, but I remember talking with her about it and she was like, “Yeah, this should feel totally improvised and don’t feel like you got to do some crazy, amazing moves.” So I said, great, I can go back to like 1990 in my junior year of high school, when I was doing stupid s— like that on the dance floor at junior prom. So I kind of I hearkened back to those moves a little bit.

FLETCHER: The call and answer was just fun — it takes it to the next level. They could sit there forever and end up kissing, or what can we do next? Let’s take it to the next level where they’re on the bar and they’re so infectious, the bar’s now involved. It’s Elton John, so who doesn’t know the song? And they’re having the best time. I was hoping to get the audience who’s watching it invested in the experience because the song is fun, they’re delightful and you just want everybody engaged in this fun little song.

MARSDEN: It shouldn’t have felt like they were at all good dancers. That kind of lends to the charm of the scene — these two people would never be caught dead dancing. But their guards were so down and they were in the middle of enjoying each other’s company so much that they got up on the bar and started dancing to the song and got the whole bar involved. Their chemistry and enthusiasm was so infectious everyone got involved. Anne let us do our thing with the movement.

FLETCHER: For a moment, [Katherine Heigl] was a little giddy nervous — like, “I can’t believe I have to do this.” But like a trouper and a solid actor, she did what she had to do. I can’t explain it, it’s endearing. A lot of actors, that is where they become the most vulnerable is having to dance — whether it’s simple or really constructed. But in the case of “Bennie and the Jets,” it’s like “Katie, you’re just being a drunk girl having a good time so however that looks to your body.” I gave her a couple of ideas and she just made it her own. That’s another reason why I think it’s so relatable and infectious is they’re not trying to be anything other than everyday people, so we can relate to it.

MARSDEN: I never got tired of the song because I don’t think we did too many takes of us goofing around on the bar. I think maybe we did three or four takes. It’s a great song, and we felt like this is such the perfect song that was sort of flying under the radar and everyone knows but hasn’t hit pop culture status through a film before.

27 DRESSES, Katherine Heigl, James Marsden, 2008. TM &©20th Century Fox. All rights reserved/courtes
Credit: Everett Collection

As the song ends, Kevin admits to Jane that he “cried like a baby at the Keller wedding,” after he pretended not to remember it when she brought it up earlier and mused about how beautiful it was. After his revelation, Jane looks at him in disbelief and then kisses him.

FLETCHER: They’re not just two people who hate each other, they’re two people who hate each other because they like each other. So, you have to walk that fine balance that you’re setting up those pieces enough to when you do get to this moment you have been waiting for it, you are ready for it, and you want it to happen. I get giddy about it because I love these kind of movies so much. I just can’t wait and when they’re done in a fun way, the payoff is huge.

MARSDEN: Usually when someone says they’re not romantic or whatever that usually means they’re the most romantic. They’re just protecting themselves. So I just thought it was a fun little push and pull to play with the character. It’s almost like he pretends to be a cynic because he doesn’t want to get hurt or doesn’t want to fall in love because it’d be all in for him. The drinks the two characters are having at the bar and the fun they just had allows him to be a little vulnerable at the moment and express his real feelings for her. Sometimes people get drunk and tell everyone they love them, but then they wake up the next day and go “I don’t know if I meant that.” But with her, Kevin has genuine feelings for her. He finally got the courage through the drinks and the atmosphere and the moment that he allowed himself to open the floodgates and let her know how he felt about her.

FLETCHER: When he admits it! Oh god, he’s such a mush ball. He’s decided in this drunken moment and this dance moment when they let their hair down to be vulnerable, and I love her reaction to him because you don’t know what she’s going to do. She doesn’t even know how to process what he’s just said, so the only thing she can do is kiss him. It’s so satisfying because none of us really want our men to be soft, that is a general statement, but boy do we love when they do open up to us and are vulnerable.

The film went on to open in the No. 2 spot at the box office and has proved an enduring rom-com favorite, with the “Bennie and the Jets” scene remaining one of the most popular and oft-cited scenes. Opening in early 2008, the film was one of the last prominent mid-budget romantic comedies to come out of the Hollywood studios. Since its release, the genre has largely moved to television or transformed into edgier, indie fare.

MARSDEN: If I’m at a bar with friends, occasionally, someone will come up and go “Bennie and Jets? In an hour? You on the bar?” Or if you’re at a karaoke place, someone will ask if you’ll get up and do karaoke “Bennie and the Jets” with them. I’ll hear it playing on the loud speaker walking through a restaurant or a mall or something and people do double takes at you. I was checking out at some restaurant and the song came on. When it came on, the waitress nodded at me and I nodded back knowingly. It’s really cool that the scene has made its way into pop culture. I’m really proud of it and I’m glad we had that night to go out with a bang and had fun. Because it’s a testament to the movie and how much people enjoy it, that when the song comes on they think of 27 Dresses.

FLETCHER: We had a great run, a very long run of these wonderful, wonderful, satisfying romantic comedies told beautifully by both men and women. People have become incredibly savvy to every genre and their expectations are set at a different level. A lot of people might look at romantic comedies as fluff, but it’s not. There’s a place and a purpose for it. Men and women alike are trying to resurrect the romantic comedy, but we have to do it in a way that suits the tone of what the world is right now. The sense of humor, the sensibility has changed, society wise…Ultimately, it is cyclical and the times have changed a little bit and people’s sensibilities have changed a little bit, so people are fighting to figure out what the formula is to bring romantic comedies back into the world. It would be great. I miss them.

MARSDEN: We got a little haphazard in our making them. We got a little careless and the idea that it didn’t have to be a good film, slap some people together and do some formulaic crap, it’s a popcorn movie, whatever. But I’ve always thought no matter what genre you’re doing, whether a romantic comedy or a musical or a serious period drama, it’s either a good movie or it’s not. You can make a great romantic comedy that’s well-written, well-acted, well-executed. You don’t have to just go in and go “It’s a romantic comedy. We don’t have to try to make this a great film.” There’s a way to do it that still keeps it in that genre, but also you go out and make a good movie. And I think 27 Dresses was one of them, and I’m really proud of it and would love to see that come back. The problem was everything needed to be a little nihilistic and darker, and we got a little cynical in our ways. Hopefully, that’s swinging back the other direction. People need a little joy in their lives nowadays. I hope they come back. I love this kind of thing. I think there’s always an audience for it. There’s always enough innocence in the audience to kind of let themselves go with a movie like this.