• “When you play someone as terrifyingly well-known as Katharine Hepburn, it’s a team effort.”

• Martin Scorsese
For the part of Katharine Hepburn, get me the girl who was in Elizabeth (1998). If you can’t get her, get me the girl in Veronica Guerin (2003). If you can’t get her, get me the girl in The Shipping News (2001).

• Howard Hughes: “I feel like a little adventure.”
Katharine Hepburn: “Do your worst, Mr. Hughes.”

• Katharine Hepburn: “Let me take the wheel.”

• Katharine Hepburn: “Howard, there’s a rather alarming mountain heading our way.”

• Katharine Hepburn: “What’s that on the steering wheel?”
Howard Hughes: “Cellophane. If you had any idea of the crap that people carry around on their hands.”
Katharine Hepburn: “What kind of crap?”
Howard Hughes: “You don’t wanna know.”

• Katharine Hepburn: “I expect you to face this situation like an adul…”
Howard Hughes: “DON’T TALK DOWN TO ME! Don’t you ever talk talk down to me! You’re a movie star, nothing more!”

• Spencer Tracy: “Trouble with Mr. Hughes?”
Katharine Hepburn: “There’s too much “Howard Hughes” in Howard Hughes. That’s the trouble.”

• Katharine Hepburn: “Can’t you just eat ice cream out of a bowl, like everyone else?”

• Howard Hughes: “Look at me, Kate. Stop acting.”
Katharine Hepburn: “Ha. I’m not acting.”
Howard Hughes: “I wonder if you even know any more.”
Katharine Hepburn: “Don’t be unkind.”

• Katharine Hepburn: “Your kind of a joint, is it? Wouldn’t have thought.”
Howard Hughes: “Yeah, well, they’re open late. I go to a hot dog stand on La Cienega, too; they’re open ’til around 4.”
Katharine Hepburn: “Are they? How marvelous!”

• Howard Hughes: “Excuse me?”
Katharine Hepburn: “Well, if you’re deaf, you must own up to it. Get a hearing aid, or see my father. He’s an urologist, but it’s all tied up inside the body, don’t you find?”
Howard Hughes: “Mmm.”
Katharine Hepburn: “Me, I keep healthy. I take seven showers a day to keep clean, also because I’m so vulgarly referred to as ‘outdoors-y.’ Well, I’m not ‘outdoors-y,’ I’m athletic. I sweat! There it is, now we both know the sordid truth: I sweat, and you’re deaf. Aren’t we a fine pair of misfits?”

• Katharine Hepburn: “You know, fame is supposed to be my turf.”

• Howard Hughes: “You’re the tallest woman I have ever met.”
Katharine Hepburn: “And all sharp elbows and knees. Beware.”

• Katharine Hepburn: “I’ve got a better idea, take me flying! Or better yet, I’ll take you flying!”
Howard Hughes: “Do your worst, Miss Hepburn.”

• Katharine Hepburn: “I’ve been famous – for better or worse – for a long time now… I wonder if you know what that really means.”
Howard Hughes: “I got my fair share of press on Hell’s Angels. I’m used to it.”
Katharine Hepburn: “Are you?”
Katharine Hepburn: “Howard, we’re not like everyone else. Too many acute angles. Too many eccentricities. We have to be very careful not to let people in or they’ll make us into freaks.”
Howard Hughes: “Kate, they can’t get in here. We’re safe.”
Katharine Hepburn: “They can always get in. When my brother killed himself there were photographers at the funeral. There’s no decency to it.”

• Howard Hughes: “I read in the magazines that you play golf.”
Katharine Hepburn: “On occasion…”
Howard Hughes: “How ’bout nine holes?”
Katharine Hepburn: “Now, Mr. Hughes?”

• Howard Hughes: “Pull back on the wheel a bit.”
Katharine Hepburn: “GOLLY!”
Howard Hughes: “I don’t think I’ve ever met anyone who uses the word Golly.”

• Katharine Hepburn: “Men can’t be friends with women Howard. They must posses them or leave them be. It’s a primitive urge from caveman days. It’s all in Darwin. Hunt the flesh. Kill the flesh. Eat the flesh. That’s the, ah, male sex all over.”

• Filmed in USA and Canada (view all.)

• Won 5 Oscars. Another 45 wins & 64 nominations (view all.)

• Cate starred in the movie The Life Aquatic with Steve Zissou (2004) with Willem Dafoe as well.

• Cate also starred in the movie The Talented Mr. Ripley (1999) with Jude Law.

• Cate also starred in the movies The Lord of the Rings: The Return of the King (2003) and The Lord of the Rings: The Fellowship of the Ring (2001) with Ian Holm.

• Cate also starred in the movie Pushing Tin (1999) with Matt Ross.

• By winning the Oscar for her portrayal of Katharine Hepburn, Cate became the first person to give an Oscar-winning portrayal of a previous Oscar winner.

• During the crash of the XF-11 aircraft over Los Angeles, Hughes radios that he will put down on the Wilshire Country Club. Hughes actually lived in a Spanish Villa at Wilshire Country Club (near the 8th hole), the crash of the XF-11 was into Beverly Hills at the Los Angeles Country Club.

• Michael Mann was originally going to direct the film, but having directed back-to-back biopics The Insider (1999) and Ali (2001), he decided to produce instead, and offered the script to Martin Scorsese.

• Martin Scorsese designed each year in the film to look just the way a color film from that time period would look. Achieved mainly through digitally enhanced post-production, Scorsese recreated the look of Cinecolor and two-strip Technicolor. Watch in particular for the scene where Howard Hughes meets Errol Flynn in the club. Hughes is served precisely placed peas on a plate, and they appear blue or turquoise – just as they’d have looked in the primitive two-strip Technicolor process. As Hughes ages throughout the film, the color gets more sophisticated and full-bodied.

• Barry Pepper was due to play Howard Hughes’s chief engineer, Glenn Odekirk, but due to prior commitment and scheduling conflicts with the film Ripley Under Ground (2005), he had to drop out.

• Jim Carrey was originally considered for the lead role as Howard Hughes.

• Also in preparation for his role as, Leonardo DiCaprio spent some time with an actual OCD patient named Edward. He advised him on a number of different aspects of the condition, in particular the tendency to repeat sentences over and over as in the scene where Hughes repeatedly asks to see the blueprints for the Hercules.

• Production was delayed in October 2003, when wildfires in southern California burned several sets.

• Gwyneth Paltrow was originally signed on to play Ava Gardner but dropped out. She was replaced at the last minute with Kate Beckinsale.

• Freckles were painstakingly painted onto Cate’s face, arms, and chest to make her resemble Katharine Hepburn.

• At one point in the film, Howard Hughes and Katharine Hepburn address each other as “City Mouse” and “Country Mouse” – a detail lifted from telegrams exchanged between the two that were auctioned off after Hepburn’s death in 2003, in which they address each other by those names. In the movie, Hughes calls Hepburn “Country Mouse”, and she calls him “City Mouse.” This is incorrect: Hughes was the country mouse (living in suburban Los Angeles) while Hepburn was the city mouse (a regular in New York).

• Cate felt that accurately reproducing Katharine Hepburn’s distinctive upper class New Englander accent was crucial to her portrayal of this Hollywood icon. She did daily voice exercises with the film’s voice coach Tim Monich (with whom Cate had worked previously on The Talented Mr. Ripley (1999)), and also studied Hepburn’s early films and documentaries about her to learn her mannerisms.

• Martin Scorsese did a “Director Cameo” in a tuxedo and slicked hair, pulling a woman from behind Howard Hughes as he walks the red carpet with Katharine Hepburn.

• Cate had three different red-hair wigs for this film.

• The film marks the debut of singer Gwen Stefani. Martin Scorsese was looking for someone to fill the role of Jean Harlow when he noticed Stefani appearing on a Vogue cover poster in New York.

• Martin Scorsese requested that Cate watch all of the first 15 films of Katharine Hepburn to learn her mannerism and her poise.

• Nicole Kidman was also considered for the role of Katharine Hepburn. When the scheduled start date was delayed by several months, Cate became available after finishing filming The Missing (2003). Martin Scorsese claims that Cate had always been his first choice.

• In preparation for her role as Katharine Hepburn, Cate learned to play tennis and golf and took cold showers, something Hepburn is known for.

• The budget for the costumes was $2 million.

• Several scenes feature actual footage from the movies Howard Hughes produced, such as Hell’s Angels (1930) and The Outlaw (1943).

• When Katharine Hepburn greets her family, she mentions an Uncle Willie. This is a reference to Uncle Willie in Hepburn’s The Philadelphia Story (1940).

• Received the most Academy Award nominations for the year 2005, with 11 total.

• The film’s wide release date in USA, December 24, 2004, would have been Howard Hughes’ 99th birthday.

• Bob Hoskins was originally considered for the role of Senator Owen Brewster.

• The original screenplay was inspired by the book “Howard Hughes: The Untold Story” by Peter Harry Brown and Pat Broeske.

• Several changes were made in the movie to the relationship between Katharine Hepburn and Howard Hughes. Hepburn did not in fact leave Hughes for Spencer Tracy. The two broke up long before she had met Spencer Tracy. And lastly, Hepburn’s brother committed suicide when she was little, not during her years as a star.

• In his speech at the Golden Globes, Leonardo DiCaprio revealed that Michael Mann had a hand in writing the film’s screenplay.

• During a love scene between Katharine Hepburn and Howard Hughes, the song ‘I Can’t Give You Anything But Love’ plays in the background. This is likely an in-joke/homage to Bringing Up Baby (1938), in which Hepburn sings the same song to a leopard.

• The Hughes Los Angeles home in the film was actually the home he lived on Muirland Drive.

• Whilst Katharine Hepburn and Howard Hughes are dining in the Coconut Grove in 1935, she states “Haven’t you heard? I’m being labeled box office poison…” Hepburn and a list of other stars including Mae West and Joan Crawford were not listed as box office poison until 1938 by a board of film distributors.

• Errol Flynn has a drink in his left hand when he approaches Katharine Hepburn and Howard Hughes’ table, but the drink is gone when he kisses her hand moments later, then later appears on the table, even though we don’t see Flynn put it there.

• As Katharine Hepburn blots her face with the handkerchief on the golf course, a group of people walk up the slope to her left in the opposite direction, but there is no sign of them or the slope in the next shot.