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It was a scene filmed in reshoots for a movie no one was ever going to see. After all, Teen Witch — about a nerdy teen who’s granted magical powers on her 16th birthday — made less than $4,000 in its opening box office weekend. And yet 29 years later, “Top That,” a half-rap, half-dance battle between nerdy Polly (Mandy Ingber) and her crush Rhet (Noah Blake), lives on.

The stars and composer of the one of the most memorable song-and-dance routines of the ‘80s sat down with EW to talk about what it was like to film a number that could not be topped.

MANDY INGBER (POLLY): We wrapped Teen Witch and… a few months later I got a call that [the production company] wanted to add some new scenes to the movie.

LARRY WEIR (COMPOSER): They wanted to re-do the opening of the movie and they really wanted to come up with a big rap song in the middle of the movie as a feature. So the new producers that I met with said, “You write rap?” I said, “Yeah, I’ll write a rap.” And I remember it was one of the hottest days of the year in the summer and I was driving to pitch this “Top That” to the producers. And I kept remembering the saying, “Never let them see you sweat.” Well, sweat was just pouring down because it was so hot and horrible! And I go into this room and there are all these executives and producers sitting there kind of like real down and out because the first version of the movie wasn’t working so the pressure was on. I do the rap and there’s this dead silence. And one guy goes, “I like it.” And then they all go, “Oh yeah, we like it.”

NOAH BLAKE (RHET): There was a dance studio somewhere in town and they say, “You and Mandy are going to be meeting here twice this week…with this choreographer.” And I remember the choreographer was like, “Do this.” I’m like, “Really? Do that?” I was like, “God that feels really uncomfortable.”

INGBER: The scene included that I thought Rhet was really, you know, rad. I was like, “So you mean to tell me that my character liked Rhet the whole time…and I had no idea while I was shooting?”

BLAKE: There wasn’t a lot of continuity or through-line. I don’t think that the script was really sweated over a whole lot.

ROBYN LIVELY (LOUISE): Mandy and Noah were really reluctant to do it. I didn’t think much of it, but I’m sure if it had been me who had to do the rap I would’ve been mortified and I wouldn’t have wanted to do it either.

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INGBER: When I signed up to do the movie, I didn’t sign up to do a musical number or especially a rap. I did feel a little bit like, “How am I going to do this? This is going to be embarrassing.” I didn’t really feel like I had a choice but I did feel a little hesitant and I actually talked to Dan Gauthier [who played Brad] the other day and he used the word “mortified.”[But I thought] screw it. Nobody’s ever going to see this!

BLAKE: I remember talking to Mandy going, “Look, we just gotta go for this…and commit as much as humanly possible. It’s going to be ridiculous regardless.” And so we did. And in all honest, I think that’s probably part of the charm of it.

LIVELY: I thought they were great and I thought it was cute. You have to embrace it and I think they did and I think that’s why everyone loves it so much.

BLAKE: Here’s an interesting thing. The voice in “Top That” is not me. I was shocked the first time I heard it. I was like, “That’s not me.” I don’t know if anyone, maybe until today, knows that that is not my voice.

WEIR: I went and got a couple of kids to come in and do the real version of it that ended up in the movie. [Mandy and Noah] were actually doing the vocal to a pre-record.

INGBER: The first time that I ever saw the scene was when I went to see the movie in the theater…and there was one other person! It probably played for a week. It disappeared quickly.

BLAKE: But it started popping up again; I think it ran on the Disney Channel. And as it came out on video, all of a sudden way more people started stopping me in the street going, “Top That!” and I’m like, “Oh my God, really? You saw that?”

LIVELY: I went to a party at Ricki Lake’s house in the early ‘90s and she was so excited to see me. She runs up to me and says, “Oh my God, ‘Top that!’” and starts saying the lines and knows all the music and I was like, “Wait what?” I had no idea. That was that moment when I thought, seriously? This little movie I did is catching on.

INGBER: Once the internet happened, it exploded. So many people do parodies and tributes of it. Jack Antonoff did one. It felt really cool to be a joke on 30 Rock. And Robyn did one!

LIVELY: So a lot of people have come to me over the course of the years and have said, “Will you do the ‘Top That’ scene with me? And I’m thinking, “That’s not happening.” So I thought if I’m going to ever do it, it’s got to be in a parody with someone who can really sell it and be funny and we won’t take ourselves so seriously. Tommy [Lenk] and I worked together last year on 12 Deadly Days and he approached me and said, “I’m really nervous to ask, but I would love to do…” I thought about it and said he’d be the perfect person to do it. So we toyed with the idea of gender swapping and I was Rhet and he was Polly and then when I started doing Polly and rapping like her he was on the floor [laughing] so we switched. I didn’t have a real grasp on the lyrics, which I think was kind of better. We just knocked it out on a Sunday afternoon, I threw on a wig and a baby bonnet and there you have it.

BLAKE: My personal favorite is the one that Andy Samberg did with his company Lonely Island. They basically did a behind-the-music documentary of me and those two guys. The Dude-itude, they dubbed it. They did this whole intense breakdown of that scene and its power and why it’s so enduring.

LIVELY: Of all the work I’ve done, Teen Witch is the movie people freak out over the most. And it’s always the … most wonderful, sweetest reaction. And that’s why I love it so much, and it’s so near and dear to me.

INGBER: I’m surprised that “Top That” is the iconic scene from the movie. There’s a part of me that thinks that Louise’s amulet actually worked — everybody loves it so much! It’s constantly being rediscovered by the next generation and to be honest with you, I used to be embarrassed about it. But then I started to see how many people love it, and it connects me with people, and I see how much joy it brings people.

BLAKE: It’s just had this very bizarre afterlife that seems to keep growing. It’s funny because for years I was really embarrassed about it. And then I just gave it up. People love it for whatever reason. And for that many people to have found this many hours of joy in that ridiculous little movie, I’m good with that.

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