AFI Catalog of Feature Films
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Alternate Title: Remember Me
Director: Garry Marshall (Dir)
Release Date:   21 Dec 1988
Premiere Information:   Los Angeles premiere: 15 Dec 1988; New York opening: 21 Dec 1988; Los Angeles opening: 23 Dec 1988
Production Date:   began Apr 1988 in Los Angeles and New York
Duration (in mins):   120
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Cast:   Bette Midler (CC [Cecelia Carol] Bloom)  
    Barbara Hershey (Hillary Whitney Essex)  
    John Heard (John Pierce)  
    Spalding Gray (Dr. Richard Milstein)  
    James Read (Michael Essex)  
  and Lainie Kazan (Leona Bloom)  
    Grace Johnston (Victoria Essex)  
    Mayim Bialik (CC, age 14)  
    Marcie Leeds (Hillary, age 14)  
  Atlantic City: Carol Williard (Aunt Vesta)  
    Allan Kent (Mr. Melman)  
    Phil Leeds (Sammy Pinkers)  
    Lynda Goodfriend (Mrs. Myandowski)  
    Nikki Plant (Iris Myandowski)  
  [and] Michael French (Head waiter)  
  New York: Robert Ball (Harry)  
    Frank Campanella (Doorman)  
    Diane Frazen (Marjorie)  
    Michael Elias (Seedy bar patron)  
    Patrick Richwood (T. Kuhn)  
    Tracy Reiner (Dept. store clerk)  
    Zachary Weintraub (ACLU worker)  
    Nicky Blair (Tavern on the Green maitre d')  
    Joshua Levinson (Tavern on the Green doorman)  
  [and] Lori Marshall (Tavern on the Green patron)  
  Divas, Otto Titsling: Jenifer Jeanette Lewis    
    Charlotte Crossley    
    Julie Burrows    
    Kimberly Morgan    
    Andrea Paris    
  [and] Adrienne Parker    
  Peasants, Otto Titsling: Melissa Bremner    
    Laura Fremont    
    Charles McGowan    
    Todd Niles    
    Caitlin McLean    
    Ken Miller    
  [and] Bill Bohl    
  Otto Titsling: Steven Majewicz (Phillipe De Brassiere)  
  and Joe Grifasi (Otto Titsling) as
  Falcon Theatre: Mona Lyden (Actor 1)  
    Bill Applebaum (Actor 2)  
    Eddie Mekka (Actor 3)  
    Karin Calabro (Actor 4)  
    Keith McDaniel (Actor 5)  
  [and] David Michael Giugni (Actor 6)  
  San Francisco: Lucinda Crosby (TV interviewer)  
    Jack W. Larson (Lawyer)  
    Judith Baldwin (Screaming woman)  
    Doris Hess (Maura)  
    Jane Dulo (Hillary's neighbor)  
    Lisa Savage (Michael's mistress)  
    Frank Buxton (Doctor)  
    Steve Restivo (Pink Palm bartender)  
    Maureen Jennings (Horse teacher)  
    Kathi Marshall (Delivery room nurse #1)  
    Julie Paris (Delivery room nurse #2)  
    Clara Huff (I.C.U. nurse #1)  
  [and] Barbara Marshall (I.C.U. nurse #2)  
  Los Angeles/Miami: Scott Marshall (Car rental agent)  
    Cindy Riegel (Airport attendant)  
    Mariann Aalda (Ticket seller)  
    Bo Sabato (Hollywood Bowl stage manager)  
    Michael A. Salcido (Miami limo driver)  
    Anne Betancourt (Miss Valdez)  
    Harvey Keenan (Man in bagels)  
    Lugene Britton (Limo driver)  
    Arnold McCuller (Hollywood Bowl backup singer)  
    Carla Earle (Hollywood Bowl backup singer)  
    Katherine Singleton (Hollywood Bowl backup singer)  
    Ken Gibbel (Cowboy actor)  
  [and] Harvey Alan Miller (The movie director) as

Summary: In Los Angeles, California, CC Bloom rehearses the song “Under The Boardwalk” before her concert at the Hollywood Bowl. She receives a note that prompts her to abandon the show and rush to San Francisco, California. On the way, she recalls meeting her best friend, Hillary Whitney, on the beach in Atlantic City, New Jersey. There, eleven-year-old CC smokes a cigarette under the boardwalk and spies Hillary, a pretty, well-mannered girl who is lost and panicked. Promising to lead Hillary back to her hotel, CC takes her new friend to an audition and performs “That’s The Glory Of Love” with gusto. However, the talent scout prefers a prettier, less talented girl, and CC throws a tantrum. Hillary joins CC’s mother, Leona, in consoling the disappointed girl, and offers to take her for a soda. Arriving at a fancy hotel, Hillary reveals that her father is rich but her mother passed away when she was young. Suddenly, Hillary’s haughty Aunt Vesta appears and tears her away from CC, who looks out of place in her chintzy costume. Before parting, Hillary gives CC her address and begs her to write. The girls return to their very different lives: CC continues to pursue show business while living with her mother in a small apartment in the Bronx, and Hillary enjoys equestrian lessons and resides at her father’s mansion outside San Francisco. Although they never see each other, CC and Hillary become pen pals. Hillary grows up to become a beautiful law student at Stanford University, and CC, who auditions constantly to no avail, gets her own apartment in downtown Manhattan after Leona moves to Florida. One night, Hillary surprises CC after her performance at a jazz club, announcing that she quit her job at a law firm and came to New York for a fresh start. CC invites Hillary to stay in her apartment and the two become inseparable. Hillary begins to work for the American Civil Liberties Union, while CC takes odd jobs, including a gig delivering singing telegrams. One day, Hillary drives CC to an apartment building, where she performs a singing telegram dressed as a bunny. The recipient, John Pierce, reveals that he is a theater director and invites CC to audition for him. When he sees Hillary outside, John is smitten, and CC is immediately jealous. Although CC dyes her hair blonde to get John's attention, John does not seem to notice the change when he casts her as a prison guard in his upcoming play. Sometime later, CC wins the lead role in a musical directed by John, and her performance wins rave reviews. However, John and Hillary slip away on opening night, and Hillary later apologizes to CC for sleeping with John, knowing that CC also has feelings for him. Quick to forgive, CC offers to water Hillary’s plants when she goes home to visit her sick father. Hillary is held back in San Francisco as her father becomes increasingly ill, and begins dating the family’s young lawyer, Michael Essex. Meanwhile, CC lands a role in a Broadway revue and develops an ambiguous relationship with John in Hillary’s absence. When her father dies, Hillary decides to marry Michael Essex, but CC cannot attend the wedding due to her Broadway show. After finally having sex, John declares his love for CC and they are soon married at City Hall, where CC slaps John’s face so he will remember the moment forever. Hillary and Michael visit New York to see CC’s revue, Sizzle ’76. After the show, Michael disguises his dislike for the bawdy material, and CC is surprised to learn that Hillary has quit her job to become a housewife. At CC and John’s new uptown apartment, John greets Hillary too warmly for CC’s liking. The women become increasingly competitive, and the strain in their relationship comes to blows during a shopping trip when Hillary suggests CC is too selfish to be a good mother. Livid, CC accuses Hillary of jealousy, and Hillary suggests CC ended up with John “by default.” Later, on the airplane home, Hillary cries in the bathroom, hiding her torment from Michael. In time, CC writes more letters to Hillary, but they are returned. Meanwhile, both women’s marriages deteriorate. Visiting Leona in Florida, CC tells her mother that John no longer pays enough attention to her. Leona reprimands her daughter for needing too much attention, but upon returning to New York, CC cannot convince John to stay. She goes to work on a film and fights with the director, while, in San Francisco, Hillary catches Michael cheating on her. After being fired from the movie, CC comes to perform at a tacky San Francisco club. Hillary surprises her there and admits to being jealous of CC’s talent. In turn, CC confesses that she envies Hillary’s beauty, and commiserates when she discovers that Hillary has left Michael despite being pregnant with his child. Admitting that she and John also broke up, CC stays to help Hillary prepare her nursery. CC engages in a whirlwind romance with Dr. Richard Milstein, Hillary’s obstetrician, but leaves him to take the lead in one of John’s plays. In the next few years, CC re-establishes herself as an actress and singer, Hillary returns to her law career, and her daughter, Victoria, grows up to be precocious and strong-willed. When Victoria is eleven years old, an exhausted Hillary is diagnosed with viral cardiomyopathy, a debilitating heart disease. She is placed on a waiting list for a heart donor, but a match is unlikely. CC agrees to spend the summer at Hillary’s beach house, and although her relationship with Victoria is initially rocky, the child becomes more dependent on CC as Hillary weakens. One day, Hillary observes CC teaching a dance to Victoria on the beach and becomes jealous, but CC encourages Hillary to act livelier as long as she can. As the summer ends, Hillary returns home with Victoria, who plans to see CC’s upcoming show at the Hollywood Bowl. However, on the day Victoria is meant to fly out, Hillary faints. Abandoning the concert, CC rushes to the hospital in San Francisco and convinces the staff to release Hillary so that Victoria will not have to see her there. The three return to the beach, where Victoria and Hillary spend their final moments together. CC discovers that Hillary has left Victoria in her care, and offers the girl the option to come with her to New York or live with Aunt Vesta. Victoria chooses CC, and sometime later, watches from backstage as CC performs “That’s The Glory Of Love.” After the show, CC tells Victoria the story of how she and Hillary met. 

Production Company: Touchstone Pictures  
  Silver Screen Partners II  
  All Girl Productions  
Production Text: Touchstone Pictures presents
in association with Silver Screen Partners IV
a Bruckheimer/South production
a Garry Marshall film
An All Girl Production
Brand Name:

Distribution Company: Buena Vista Pictures Distribution, Inc.  
Director: Garry Marshall (Dir)
  William S. Beasley (Unit prod mgr)
  Benjamin Rosenberg (1st asst dir)
  Ellen H. Schwartz (2d asst dir)
  Nick Abdo (2d unit dir)
  Bettiann Fishman (2d 2d asst dir)
  Jeff Okabayashi (DGA trainee)
  Roger Paradiso (Prod mgr, The New York crew)
  Ken Ornstein (2d unit 1st asst dir, The New York crew)
Producer: Bonnie Bruckheimer-Martell (Prod)
  Bette Midler (Prod)
  Margaret Jennings South (Prod)
  Nick Abdo (Co-prod)
  Teri Schwartz (Exec prod)
Writer: Mary Agnes Donoghue (Scr)
Photography: Dante Spinotti (Dir of photog)
  Michael Genne (Cam op)
  Michael Nash (1st asst cam)
  Marty Beazell (2d asst cam)
  William M. Silic (Chief lighting tech)
  Michael Laws (Asst chief lighting tech)
  Michael Amorelli (Rigging gaffer)
  Scott Robinson (Key grip)
  Richard Redlin (2d company grip)
  Walter "Sandy" Williams (Dolly grip)
  Frederick Perdue (Rigging grip)
  Chip Largman (Theatrical lighting des)
  Jane O'Neal (Still photog)
  Ray Quinlan (Gaffer, The New York crew)
  Bobby Ward (Key grip, The New York crew)
  Mike Stone (2d unit dir of photog, The New York crew)
  Angelo Di Giacomo (2d unit asst cam, The New York crew)
  Lou Goldman (Still photog, The New York crew)
Art Direction: Albert Brenner (Prod des)
  Frank Richwood (Art dir)
  Bill Barclay (Art dir, The New York crew)
Film Editor: Richard Halsey (Film ed)
  Arthur Schmidt (Addl film ed)
  Colleen Kincaid (Supv asst film ed)
  Angel Pine (Asst film ed)
  Terence Anderson, Jr. (Apprentice film ed)
  Stephen Meek (Apprentice film ed)
  Robyn Lewis (Post prod coord)
Set Decoration: Garrett Lewis (Set dec)
  Tom Shaw, Jr. (Prop master)
  Rick Young (Asst prop master)
  Harold L. Fuhrman (Set des)
  Richard Rankin (Const coord)
  Joe F. Nelson (Standby painter)
  Tim Dent (Leadman)
  Michael Bird (Set dec, The New York crew)
  Ann Miller (Prop master, The New York crew)
Costumes: Robert de Mora (Cost des)
  Pam Wise (Cost supv)
  Michael Dennison (Costumer)
  Diana Wilson (Costumer)
  James Roberts (Ward, The New York crew)
  Susan J. Wright (Ward, The New York crew)
Music: Georges Delerue (Orig score)
  Arif Mardin (Songs prod)
  Kenneth Wannberg (Mus ed)
  Marc Shaiman (Mus supv)
  Steven Halpern (Mus coord)
  Jack Joseph Puig (Mus eng)
  John Richards (Mus scoring mixer)
Sound: Jim Webb (Prod sd)
  Doug Vaughn (Boom op)
  Harrison Duke Marsh (Utility sd tech)
  Lon E. Bender (Supv sd ed)
  George Fredericks (Sd ed)
  Dan Rich (Sd ed)
  Frank Smathers (Sd ed)
  Linda Whittlesey (Sd ed)
  Mike Wilholt (Sd ed)
  Joe Mayer (ADR ed)
  Todd-AO/Glen Glenn Studios (Re-rec at)
  Robert Knudson (Re-rec mixer)
  Don DiGirolamo (Re-rec mixer)
  John Boyd (Re-rec mixer)
  Louis Sabat (Boom op)
Special Effects: Alan E. Lorimer (Spec eff coord)
  Robert Dawson (Main title des)
  Cinema Research Corporation (Title photog by)
  The Buena Vista Visual Effects Group (Opticals by)
Dance: Dee Dee Wood (Choreog)
  Thomas J. Peel (Asst choreog)
  Victoria Alley (Asst choreog)
  Keith McDaniel (Asst choreog)
Make Up: Stephen Abrums (Make-up)
  Bob Mills (Miss Midler's make-up)
  Eugenia Weston (Ms. Midler's make-up des)
  Barbara Lorenz (Ms. Midler's hair)
  Renate Leuschner-Pless (Hairstylist)
  Ed Jackson (Make-up artist, The New York crew)
  Bob Grimaldi (Hair stylist, The New York crew)
Production Misc: Mike Fenton (Casting)
  Judy Taylor (Casting)
  Lynda Gordon (Casting)
  Adell Aldrich-Chavez (Scr supv)
  Christie Johnston (Prod coord)
  Diane Frazen (Exec asst to Mr. Marshall)
  Michelle Skoby (Asst to Teri Schwartz)
  Gregg Daniel (Asst to Nick Abdo)
  Kathy Landing (Asst to Bonnie Bruckheimer-Martell)
  Bari Carrelli (Asst to Margaret Jennings South)
  Blair Richwood (Secy to Mr. Marshall)
  Huw Davies (Loc mgr)
  William T. Schneider (Loc mgr)
  Sara Spring (Asst prod coord)
  Philip E. Thomas (Prod asst)
  Wendy S. Hallin (Prod asst)
  Judy Hallin (Prod asst)
  Kathi Marshall (Prod asst)
  Amy Lynn (Prod asst)
  Craig Dietrich (Prod asst)
  Allen E. Taylor (Prod auditor)
  Robert Michael Gonzales (1st asst auditor)
  Susan Trembly (Unit pub)
  Clara Quisenberry (Medical tech adv)
  Tom F. Thomas (Transportation coord)
  Central Casting Corp. (Extras casting)
  Steve Rose (Loc mgr, The New York crew)
  Eileen Eichenstein (Prod coord, The New York crew)
  Amy Herman (Asst loc mgr, The New York crew)
  Jory Weitz (N.Y. casting, The New York crew)
  Edward Iacobelli (Transportation capt, The New York crew)
  Sylvia Faye (Extras casting, The New York crew)
Stand In: Bill Erickson (Stunt coord)
Color Personnel: Bruce Pearson (Col timer)
  Metrocolor® (Col by)
MPAA Rating: PG-13
Country: United States
Language: English

Songs: "The Glory Of Love," written by Billy Hill, performed by Bette Midler, also performed by Melissa Jean; "Wind Beneath My Wings," written by Larry Henley & Jeff Silbar, performed by Bette Midler; "Otto Titsling," written by Bette Midler, Jerry Blatt, Charlene Seeger & Marc Shaiman; "Oh Industry," written by Bette Midler & Wendy Waldman, performed by Bette Midler; "I've Still Got My Health," written by Cole Porter, performed by Bettle Midler; "I Think It's Going To Rain Today," written by Randy Newman, performed by Bette Midler; "Baby Mine," written by Ned Washington & Frank Churchill, performed by Bette Midler; "I Know You By Heart," written by Dean Pitchford, George Merrill & Shannon Rubicam, performed by Bette Midler & David Pack; "You Are My Sunshine," written by Jimmy Davis & Charles Mitchell, performed by Bette Midler, Barbara Hershey & Grace Johnston; "Ballin' The Jack," written by James Burris & Chris Smith, performed by Bette Midler & Grace Johnston; "Bunny Boy," written by Marc Shaiman, performed by Bette Midler; "A Doctor, A Doctor," written by Marc Shaiman, performed by Bette Midler; "Give My Regards To Broadway," written by George M. Cohan, performed by Archie Hahn; "Que Sera, Sera," written by Jay Livingston & Ray Evans, performed by Patrick Richwood; "I'll Build A Stairway To Paradise," written by Ira Gershwin, George Gershwin & B.G. DeSylva; "Rock And Roll Hoochie Koo," written & performed by Rick Derringer, courtesy of High Calibre Productions; "Thunder And Lightning," written & performed by Chi Coltrane, courtesy of CBS Records; "Bridal Chorus," performed by Leonard Slatkin and the National Philharmonic Orchestra, courtesy of RCA Victor Red Seal, a division of BMG Classics; "Under The Boardwalk," written by Arthur Resnick & Kenny Young, performed by The Drifters, courtesy of Atlantic Recording Corp., by arrangement with Warner Special Products, also performed by Bette Midler.
Composer: Jerry Blatt
  James Burris
  Frank Churchill
  George M. Cohan
  Chi Coltrane
  Jimmy Davis
  Rick Derringer
  B.G. DeSylva
  Ray Evans
  George Gershwin
  Ira Gershwin
  Larry Henley
  Billy Hill
  Jay Livingston
  George Merrill
  Bette Midler
  Charles Mitchell
  Randy Newman
  Dean Pitchford
  Cole Porter
  Arthur Resnick
  Shannon Rubicam
  Charlene Seeger
  Marc Shaiman
  Jeff Silbar
  Chris Smith
  Wendy Waldman
  Ned Washington
  Kenny Young
Source Text: Based on the novel Beaches by Iris Rainer Dart (New York, 1985).
Authors: Iris Rainer Dart

Copyright Claimant Copyright Date Copyright Number
Touchstone Pictures a.a.d.o. the Walt Disney Company 27/12/1988 dd/mm/yyyy PA390510

PCA NO: 29379
Physical Properties: Sd: Dolby Stereo® in selected theatres
  Lenses/Prints: Camera and Panaflex® lenses by Panavision®

Genre: Comedy-drama
Sub-Genre: with songs
Subjects (Major): Actors and actresses
  Death and dying
Subjects (Minor): Atlantic City (NJ)
  Class distinction
  Heart disease
  New York City
  New York City--Broadway
  New York City--Bronx
  San Francisco (CA)
  Unrequited love
  Upper classes
  Vacation homes

Note: End credits include the following statement: “The producers wish to thank: California Film Commission; New York State Governors Office for Motion Picture and Television Development; Florida Motion Picture and TV Bureau; and Barbara Sue Wells.”
       Remember Me was a working title for the film, according to various contemporary sources including the 13 Jan 1988 HR.
       As stated in a 16 Dec 1988 NYT article, Beaches marked the first produced project for actress-producer Bette Midler’s company, All Girl Productions. According to a 19 May 1985 LAT news brief, novelist Iris Rainer Dart was a friend of Bette Midler and based the character of “CC Bloom” on Midler, Cher, and herself. After originally writing Beaches as a screenplay, Dart turned the story into a novel when the script failed to sell. Paramount Pictures initially optioned rights to the novel, as stated in a 27 Mar 1985 HR brief, but Touchstone Pictures acquired the rights when Paramount’s option lapsed.
       A 3 Feb 1988 HR news item reported that Sissy Spacek was offered the role of “Hillary Whitney Essex” before Barbara Hershey was cast. Other actresses considered for the role included Anne Archer and Jamie Lee Curtis, as reported in a 20 Mar 1988 LAT brief.
       According to production notes in AMPAS library files, Midler helped music supervisor Marc Shaiman select songs for the film, and her recording label, Atlantic Records, encouraged her to record the soundtrack as an album. In a contrasting report, the 31 May 1989 LAT credited Midler’s hairdresser, Barbara Lorenz, with the idea for the album, stating that Lorenz suggested it after the actress filmed her “Under the Boardwalk” number at the Hollywood Bowl.
       Three weeks of rehearsals preceded principal photography. Although production notes state that filming began 1 Apr 1988 in Los Angeles, CA, 25 Apr 1988 and 26 Apr 1988 start dates were listed by an 11 May 1988 Var item and the 3 May 1988 HR production charts, respectively. Los Angeles locations included: The Hollywood Bowl; Bridges Auditorium at Pomona College, which stood in for Carnegie Hall; the Ambassador Hotel; Wilshire Ebell Theatre; and Newport Beach. Filming also took place on soundstages at Walt Disney Studios in Burbank, CA. After sixty-one days, production moved to New York City. There, Coney Island doubled as Atlantic City, NJ, while Manhattan locations included the St. James Theatre and Central Park’s Tavern on the Green restaurant. According to a 30 Dec 1988 HR brief, the entire shoot lasted sixty-five days.
       Beaches opened to mixed reviews but achieved box-office success, taking in over $53 million in box-office receipts in its first 160 days of release, as noted in a 10 Jun 1989 LAT brief. Production designer Albert Brenner and set decorator Garrett Lewis received an Academy Award nomination for Best Art Direction-Set Decoration.
       The 31 May 1989 LAT noted that the soundtrack album had reached number three on Billboard’s best-selling albums in the U.S. list, and a 26 Jun 1989 People news item announced that Midler’s recording of “Wind Beneath My Wings” had reached number one.

Bibliographic Sources:   Date   Page
Hollywood Reporter   27 Mar 1985.   
Hollywood Reporter   13 Jan 1988.   
Hollywood Reporter   3 Feb 1988.   
Hollywood Reporter   3 May 1988.   
Hollywood Reporter   12 Dec 1988   p. 12.
Hollywood Reporter   30 Dec 1988.   
Los Angeles Times   19 May 1985.   
Los Angeles Times   20 Mar 1988.   
Los Angeles Times   23 Dec 1988   Calendar, p. 1.
Los Angeles Times   31 May 1989   p. 1, 7.
Los Angeles Times   10 Jun 1989.   
New York Times   16 Dec 1988   Section C, p. 12.
New York Times   21 Dec 1988   Section C, p. 28.
People   26 Jun 1989.   
Variety   11 May 1988.   
Variety   21 Dec 1988   pp. 13-14.

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