A Film of Its Times: ‘How Do You Know’

In 2010, Sony Pictures released James L. Brooks’s newest romantic comedy How Do You Know. The film had a high profile cast (Reese Witherspoon, Paul Rudd, Owen Wilson, Jack Nicholson) and a 120 million dollar budget, 50 million of which went to the big names in the cast and crew. Tax rebates from filming locations (Pennsylvania and Washington D.C.) drove the net budget down closer to 100 million dollars.

Brooks also devoted loads of time to production and post-production. On top the original cost, Brooks decided to also reshoot the beginning and the end. A person close to the production described Brooks as “slow and meticulous.”

The film only made 48.6 million dollars at the box office. However, the film did receive the chance to get made and released in the first place. Unlike now, an original Romantic comedy of this scale with a star director and cast could get greenlit and made by a major studio. This article will explore all the ways that this film came into being.

The Filmmaker

Writer/director James L. Brooks had a long and successful career in film television before making How Do You Know. He co-created Mary Tyler Moore (1970-1977) and developed The Simpsons (1989-). As a director, he would make multiple Oscar winning movies. The first one, Terms of Endearment (1982), garnered him 3 Academy Awards.

In 1997, he directed As Good As It Gets, which garnered him more award recognition. In his review of the film, film critic Roger Ebert describes how Brooks will often take a conventional formula and make it his own. For example, the film features a plot about a sick child and a doctor. Ebert discusses how Brooks’ approach involves him playing with the dialogue and casting comedy veteran Harold Ramis. Throughout the bonus materials on the How Do You Know disc, Brooks discusses coming up with different versions of these old comedic and dramatic ideas. 

3 of his first 5 films would feature Jack Nicholson. Two of those films (Terms of Endearment, As Good As It Gets) would win Nicholson the Oscar. How Do You Know marks Brooks’ and Nicholson’s last film to date. Although Brooks has produced other films, he has not directed since this film.

On the DVD, Brooks has a few different commentaries, including one with his crew and one with Owen Wilson where they just watch his scenes.

The Market

At the time this film was released, romantic comedies were really popular and had precedent to succeed. During this time, romantic comedy director Nancy Meyers made 4 films, each of which cost between 70 and 85 millions dollars. Each of them performed to great success.

Brooks’ last film Spanglish (2005) had underperformed. However, Sony Pictures compared the film to Meyers’ It’s Complicated (2009), an 85 million dollar comedy that made 220 million over its Holiday release date. How Do You Know opened on December 17 against Tron: Legacy, Gulliver’s Travels, and Yogi Bear. At the time, only Tron: Legacy was a franchise film.

5 years after the release of How Do You Know, Meyers made The Intern. This time, the budget was 35 million. It made back about as much as her larger budget films, but marked a distinct change in budgets for this type of project. 

The Cast and Crew

For this film, Brooks assembled a group of talented individuals. Reese Witherspoon was coming off of Walk The Line (2007) when he became interested in working with her. Since she plays a softball player, Brooks decided to assemble a group of real softball players as her teammates. 

His cinematographer, Janusz Kaminski, has worked extensively with Steven Spielberg. Kaminski admits that he has shot fewer comedies in his career (on the commentary track, he points to Jerry Maguire (1996) as his big comedy movie). In the commentary, Kaminski also talks about loving Brooks’ command of language as a non-native speaker. 

His composer, Hans Zimmer, has composed some of the biggest movies of all time. Here, he creates a lighter score than some of his other films. Although he had done many serious scores, he had also composed the music for both Brooks and Nancy Meyers.

The Film

After being cut from her team, softball player Lisa Jorgensen (Witherspoon) finds herself torn between two men: narcissistic but successful pitcher Matty Reynolds (Wilson) or nice but unlucky businessman George Madison (Rudd).


How Do You Know tells the story of two nice people breaking away from two narcissistic people. At 31, Lisa has been cut from the U.S. Olympic softball team because she is deemed too old and slow. Now she finds herself in a situation that cannot be solved with an inspiring sports slogan or team cheer up. In her malaise, Lisa finds herself attracted to the narcissistic Matty, but finds his controlling and hypocritical behavior unbearable. They spend a lot of this movie breaking up. However, Lisa returns to Matty everytime because of how charming she finds him.

Meanwhile, Paul Rudd’s nice guy character George is the son of a wealthy businessman, Charles Madison (Nicholson). Recently, George learns that he is under investigation for fraud. Over the course of the story, George learns that Charles committed the fraud. Unfortunately for Charles, he has been charged before, so a new charge would make him a repeat offender and put him in prison for the rest of his life. However, if his son took the fall, he would only go to prison for three years.

In the climax, George has to decide whether or not to go to prison for his father. He decides to make the decision based on whether Lisa will leave Matty for him. In the end, Lisa chooses George. They ride off on a bus into the night.

Style of the Film 

This serves as a rough summary of what happens in the film, but the film tells its story in a more convoluted way than this. A lot of scenes explore the logistics of what it means to be in womens’ softball or being an indicted businessman. 

The film also features an entire pregnancy subplot with a real pregnant woman playing the role. After she delivers, Brooks has Nicholson’s Charles enter the room so the audience thinks he is the father. Then the real father walks in.

Certain scenes have the same events play out twice. A character will give a moving speech and then will have to try and do it again because another character forgot to record it on a camcorder. A character will get off a bus only to have that same bus come back around.

The Writing Process

In writing the film, Brooks had three ideas for inspiration. Each relates to a character in the finished film:

  1. Let’s tell the story of a female jock (Lisa’s story).
  2. In researching that idea, Brooks found that female athletes prefer to date other athletes and wanted to explore that (The Characters of athlete Matty and non-athlete George).
  3. Two people meeting on the worst day of their lives (Lisa and George meet when both their worlds fall apart).

Brooks extensively researched both the world of athletics and the world of indicted businessmen for this film. A lot of his research made it into the movie and a lot did not. The primary inspiration of a female softball player eventually only took up about 5 minutes of screentime.

The Character of Matty

Brooks originally wrote the character of Matty for an opening scene with Lisa. He would act as a one night stand to suggest Lisa’s dating life. However, Brooks liked the character so much that he decided to expand him and make him the co-lead of the film.

For Matty, Brooks adds an entire small arc about him becoming less narcissistic over time. In his commentary, Wilson says that Matty will never grow up after the character refuses to in the movie. He describes him as being like a little kid who is proud of the fact that he is trying to change. 

As the other guy, Wilson plays a character who is always easygoing and the center of attention. Wilson said that it sometimes took a few takes to get into this frame of mind. Brooks originally wanted there to be more of a push pull of who Lisa should choose, but found over time that the clear choice was George.

For the character of Matty, Brooks added and reshot certain scenes. Most consequentially, he reshot the ending where Lisa breaks up with him. The original ending had the characters explaining their feelings. Brooks shot it several times and at the end decided on a scene that had to do with that the characters did not say.

Writer’s Block

Throughout the audio commentary, Brooks talks about making sure that things are not “bullshit.” In the screenwriting process, Brooks came up with the idea of Lisa and George meeting in a restaurant, but could not find another satisfying reason for them to meet later on. He even considered putting in one of those running into each other scenes that he hates. After shutting down for 4 weeks, he came up with the solution of Lisa’s boyfriend Matty living in the same building as George’s father, Charles.

Casting Process

Brooks got to cast many great actors in this film and describes this as his dream cast in many ways. Brooks loved the idea of casting Witherspoon from the get go. With Paul Rudd, he found new avenues of comedy that he could explore. 

For Owen Wilson, Brooks had produced his first movie, Wes Anderson’s Bottle Rocket (1996), which Wilson had co-written and starred in. Brooks thought Wilson would work in the role. Brooks seems like he is having the most fun in his commentary with Wilson.  

For the Jack Nicholson role, Brooks originally cast an actor with a much drier take on the part. According to a report from the time, this role was supposed to be played by Bill Murray. After he dropped out, Brooks brought on Nicholson, who made the part uniquely his own. As the role, Nicholson could get away with things other actors could not.

Kathryn Hahn

In casting Kathryn Hahn as George’s secretary, Brooks faced another challenge. During production, Hahn was both pregnant and playing a pregnant character. The studio took out a hefty insurance policy on Hahn in case she gave birth during filming, which she did. 

During the post-birth scene in the film, Hahn would feel her unborn child kicking as she held somebody else’s baby in her arms. The production scheduled 3 days for the post-birth scene. Hahn gave birth before the third one.

The Filmmaking Process

In his commentary, Brooks describes the crew as being the most important people on the set. He tells an anecdote about the props department choosing the too nice of a raincoat in another movie and making the scene in that movie “bullshit.” He also emphasizes that a director needs people on the crew who are a “little crazy” and willing to do anything to get it right. 

Throughout the commentaries, Brooks also describes the challenge of finding the tone of the movie. He often talks about going through many drafts and changes in scenes to achieve the desired result.


For a film of this price, the storytelling consists mostly of people in rooms or on phones talking. Matty tells Lisa a story about a baseball pitcher sending cat shit to a coach. Lisa finds herself leaning towards George after he tells her the real story of the inventor of Play-Doh. Brooks describes the film as having a lot of block scenes that could make or break the movie.


Brooks created a set where he did many takes of scenes. In the commentary, Brooks jokes about this process a little bit. Owen Wilson felt like this helped him get looser to play the character of the always easy going Matty. In an interview with Graham Norton, Rudd said that Brooks liked to film a scene 70 times. Since Rudd’s character kissed his father as a greeting, this process led to Jack Nicholson becoming the actor Paul Rudd kissed the most in a movie.


For the main setting, Brooks set this film in Washington D.C. because Matty played Baseball. Brooks thought that if Matty played for a team like the Red Sox, it would make the story less believable. In choosing a team, Brooks decided on the Washington Nationals because they were a new team with less name recognition.   

In this film, Brooks chose very specific difficult locations to find. For example, for Charles’ office building, Brooks wanted a building where a character on the second floor could see another character from the street. Brooks has a similar location for George’s apartment. These scenes allow the character to look down at George from out the window.

The Editing Process

With all the footage Brooks shot, the film changed the most in the editing room. Through the editing process, he reshaped many scenes and character arcs. A lot of the editing went into developing the character’s reactions to events, tone, and pacing.

The Main Character

In the audio commentary, Brooks says that the character of Lisa was discovered in the editing room. He also describes Witherspoon as a real trooper throughout the production.

One edition he added in the editing process was a scene with a psychiatrist (Tony Shaloub) who tries to help Lisa with her problems. Brooks said that if he had to do the film again, he would add more scenes with this character and add a number of a ticking clock where Lisa could only visit him for a certain number of sessions.

What was Cut

In the editing room, Brooks cut out a certain number of scenes and moments that he felt did not fit the story. Most of what is cut relates to Reese Witherspoon’s Lisa, with a few smaller cuts to Rudd’s George. Most of the smaller cuts to George are jokes while the cuts to Lisa are more story and character based.  

Brooks cut down much of the softball material. There is an entire scene where Lisa jumps up the stairs with weights strapped to her (a real exercise from Boston university). Brooks  described the scene as Lisa’s nighttime routine.

The Original Introduction

The original film began with a longer introduction. It began with a scene where Lisa broke her arm and visited a doctor. It then cuts to scenes of her growing up, the most important of which has her mom (Bonnie Sommerville) telling her that she is splitting up with her dad. This intro also features a 10 year old Lisa played by Mady Dever, the younger sister of Kaitlyn Dever

These sequences introduce the idea of post it notes, which Lisa’s protective mom has all over her car. Post it notes cover Lisa’s apartment in the modern day, but do not have a larger explanation in the final cut.

Sound Effects

Sound plays an important role in the film. In this movie, actor Mark Linn-Baker dries his hands in an electric hand dryer. Brooks said that the scene would have gotten an even bigger laugh if he could get the right sound for the hand dryer.


This movie originally got an R rating from the MPAA, which does not allow the word “fuck” to be said 3 times in a PG-13 movie. Nicholson’s character does just that in the film. The rating mattered because an R rating would alienate a portion of the potential audience for such an expensive movie. 

According to the audio commentary, Brooks put on a suit and went down to appeal the decision, but the board would not budge. So, Brooks took out the “uck” out of the middle F word.

Trailer Versus Movie

With all the takes Brooks used, he could probably construct many versions of the film. In fact, there are many reactions in the trailer that are different in the movie. Everything down to the handwriting on a note is different from the finished film.

Throughout the trailer, there are alternate takes than what appears in the movie. In one scene, George describes his current unfortunate predicament. After he speaks, Lisa says that George is a “real chick magnet.” However, the final film has a different reading of this line. In the trailer, the character delivers the line in an almost sarcastic manner. In the film, she laughs and snorts while saying it. Unlike the trailer, people tend to laugh more in this movie.

The trailer also makes certain scenes seem more cheerful and uplifting than they actually are. In the movie, George crosses the street and nearly gets hit by a car as Lisa watches. In the movie, Lisa looks horrified. The trailer takes an earlier shot that makes Lisa seem amused by how George plays it off. 


Nowadays, an audience would not see a film like How Do You Know. This sort of budget usually gets reserved for tentpole films. In researching this article, I looked up what Comedies were being produced this year. The majority of them came from streaming services such as Netflix. The closest film I could find was Wes Anderson’s The French Dispatch (2021), which cost 25 million.

All of the actors and crew have moved on to many different productions. In recent years, Brooks has pivoted more into producing. He has written and produced two of the new Simpsons shorts and produced The Edge of Seventeen (2016).

Last revised on January 9, 2022.