Horror remakes aren’t always held in the highest regard, but the 1986’s The Fly is widely regarded not only as a better film than its predecessor, but also one of the very best horror films of the 1980s – if not all time. Directed by body horror master David Cronenberg, the update of the 1958 creature feature with Vincent Price casts Jeff Goldblum as Seth Brundle, an ambitious scientist who creates what he thinks is a teleportation device.

However, when Brundle uses himself as the first human test subject of his invention, the presence of an insect in the matter transporter results in catastrophe – and serious emotional fallout for Brundle. Join us as we take a look at this horror classic. You should be afraid of what you’ll find – very afraid.

20. David Cronenberg initially turned it down to direct Total Recall instead

When production company Brooksfilms started working on a remake of The Fly in the early 80s, David Cronenberg was their first choice to direct. However, the Canadian filmmaker initially had to decline the offer as he was attached to another major project. Cronenberg was at the time attached to direct the film that would eventually become Total Recall.

The adaptation of Philip K. Dick’s We Can Remember It for You Wholesale was being produced by Dino DeLaurentiis (Dune). However, Cronenberg eventually dropped out over creative differences with the producer, and the project fell apart. Eventually, Total Recall made it to screens in 1990, with Paul Verhoeven directing Arnold Schwarzenegger.

19. The film was (secretly) produced by Mel Brooks

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One of the producers on the remake of The Fly was none other than film legend Mel Brooks. Brooks is of course best known for his work as a writer, director, producer and actor in comedy. His best-loved films include The Producers, Blazing Saddles, Young Frankenstein and Spaceballs.

However, Brooks also worked on a number of far more serious and dramatic films as a producer. Most notably, Brooks was the producer of David Lynch’s Oscar-nominated 1980 drama The Elephant Man. The Hollywood legend insisted that he not be included in the credits of The Fly, for fear that the film wouldn’t be taken seriously if the cinemagoing public knew of his involvement.

18. Mel Brooks came up with the film’s iconic ‘Be Afraid, Be Very Afraid’ tagline

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The Fly sports one of the most iconic movie taglines ever: ‘Be afraid, be very afraid.’ The line is made all the more memorable as it is spoken in the film itself, by Geena Davis. The phrase itself was used by producer Mel Brooks, in a discussion of how the characters should react to the prospect of genetic fusion.

The filmmakers agreed it was such a good line it deserved to be used in the movie. The line also wound up being used on the film’s posters and in the trailer for the movie. “Be afraid, be very afraid” has been widely quoted in popular culture many times over the years. Just two particularly memorable uses of the phrase can be found in Addams Family Values and TV’s Animaniacs.

17. Bryan Ferry wrote a title song for the movie but it was rejected

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As with a lot of major movies, the producers of The Fly thought it would be a good idea to get a theme song from a popular recording artist. To this end they enlisted Bryan Ferry, former frontman of 70s rock band Roxy Music who had become a successful solo singer in the 80s. Ferry recorded an original track entitled Help Me which was intended as a theme song to the movie. The above video was made to promote the record, featuring footage from the film.

Director David Cronenberg liked the song, but he didn’t feel that it really fit in with the movie he’d made. At the producers’ behest, they tried out using the song over The Fly’s end credits, but ultimately everyone agreed that it didn’t work. As a result, the song was almost completely omitted from the film, though you can still hear it playing briefly in the background in the barroom sequence.

16. The film’s original director dropped out when his daughter died

As David Cronenberg was initially unavailable to direct The Fly, the producers originally hired another director to take the project on. The first director officially attached was Robert Bierman, an Englishman who had up to that point worked largely in TV and commercials. Tragically, Bierman was forced to withdraw from the film when his daughter was killed in an accident.

The producers gave Bierman a few months to decide whether or not he wished to continue with the film. Ultimately, the director told them he was not able to commit to the project, so the producers went on without him. Bierman would later direct one of the most notorious Nicolas Cage movies, 1989’s Vampire’s Kiss.

15. Cronenberg went on to direct a stage opera adaptation of the film

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In 2008, David Cronenberg made another, notably different version of The Fly: a stage opera. The director once again collaborated with Howard Shore, who composed the score for the movie, on the stage show. However, Shore composed entirely original music for the opera which did not draw on his earlier score.

The opera premiered at the Théâtre du Châtelet in Paris, France in July 2008, before also being performed in Los Angeles. The director’s sister Denise Cronenberg, who did the costume designs on many of his films, repeated this role on the opera. Unfortunately, this stage opera adaptation of The Fly was met with a fairly lukewarm reception.

14. Original The Fly star Vincent Price told Goldblum he thought the remake “went a little too far”

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When he was cast as the lead in The Fly, Jeff Goldblum had been working his way up the Hollywood ladder for over a decade. After breaking through with small roles in Death Wish and Annie Hall, the actor moved on to bigger parts in such films as Invasion of the Body Snatchers and The Big Chill. When he was cast as Seth Brundle, Goldblum knew he was following in the footsteps of horror royalty, as the original film starred the legendary Vincent Price.

Because of this, Goldblum wrote a fan letter to Price, remarking “I hope you like [our film] as much as I liked yours!” Vincent Price was touched by Goldblum’s letter and composed a reply after seeing the film. The iconic actor told Goldblum he thought the remake of The Fly was “wonderful right up to a certain point… it went a little too far.”

13. It was Goldblum who suggested then-girlfriend Geena Davis play his love interest

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After Jeff Goldblum was cast as Seth Brundle, the actor himself suggested Geena Davis for the role of Veronica Quaife. Goldblum and Davis were a couple at the time, and had not long since worked together on lamentable comedy-horror Transylvania 6-5000. Cronenberg was very sceptical about casting Davis, primarily as he had a rule against working with real-life couples in his films.

However, after Davis read for the role, the director agreed that she was the best candidate. Whilst their emotional connection paid off on screen, it did cause some occasional issues on set. Goldblum admits he was ordered to leave the set after getting jealous watching Davis shoot romantic scenes with their co-star John Getz.

12. The Fly’s ‘vomit’ was made from eggs, milk and honey

As well-loved a film as The Fly may be, it isn’t necessarily one you want to put on while you’re eating dinner. In common with most of director David Cronenberg’s best-known films, The Fly really pushes the envelope on body horror. The film may be almost 35 years old, but it’s every bit as nauseating today as it was on release.

One of the most memorably disgusting elements of the film is the mutating Seth Brundle vomiting a horrible, acidic goop used to dissolve things for consumption. In reality though, the mixture used on set for this ghastly goop isn’t actually that off-putting. It consisted of milk, eggs and honey. You could make some nice French toast or a cake with that!

11. A cat-baboon fusion scene was cut for being too horrific

Whilst The Fly has no shortage of shocking scenes, one moment included in an early cut was deemed to go too far. The scene in question saw Goldblum’s Seth Brundle use his teleportation device to fuse a cat with a baboon. On seeing the results, Brundle then proceeds to beats the cat-baboon hybrid to death with a lead pipe.

Test audiences shown an early cut of the film reacted badly to this sequence, as you might have expected. Viewers said the scene made them lose any sympathy for Brundle, as such an act of cruelty would indicate a complete loss of humanity. As the filmmakers were concerned this might undermine Brundle’s character arc, they decided to remove the sequence completely.

10. A scene depicting the murder of a homeless woman was too brutal to be filmed

Another sequence originally set to be included in The Fly was considered too nasty too even get filmed. In the original script, Brundle was caught eating from a dumpster by a homeless woman who would soon come to regret the encounter. As written, the scene would have then seen Brundle using his acidic vomit as a weapon, before eating the remains.

This scene existed in the initial draft of the screenplay by Charles Edward Pogue (Psycho III, Dragonheart). David Cronenberg kept the scene in his revised version of the script, making it even grislier by adding the acidic vomit. Ultimately the scene was never filmed, both because of its overtly gruesome nature and the cost of the special effects required.

9. Makeup artist Chris Walas thought Goldblum’s face would be too difficult to work with

Casting the leading role in The Fly proved tricky; reportedly Michael Keaton was among the actors considered, who turned the part down. On finding Jeff Goldblum, David Cronenberg was very keen to give him the part, but not everyone considered him the right choice. A key objection came from Chris Walas, head of special make-up effects team whose work was so vital to the film’s success.

Walas had advised his director to cast somebody “with no ears and no bridge of the nose so that way we have a lot more control with the makeup.” Goldblum certainly doesn’t fit that description, so Walas was concerned that the actor’s distinctive face would be too hard to work with. Happily, Walas and his team were able to make it work, and it wound up winning them the Best Make-Up Oscar.

8. The film could have been directed by Tim Burton

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Early on in the development process of The Fly, it looked like director David Cronenberg wasn’t going to be available to make the film. Because of this, the producers took the project to another up-and-coming director named Tim Burton. At the time Burton had not long since made his feature directorial debut with Pee-Wee’s Big Adventure.

Burton had a certain personal attachment to the property as he was a good friend of Vincent Price, star of the original The Fly. However, Cronenberg was always at the top of the director wish list, so, once he was on board, Burton was out of the picture. Still, Burton did get to direct Geena Davis in her next film after The Fly, the beloved comedy-horror Beetlejuice.

7. Martin Scorsese inspired David Cronenberg’s cameo

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The Fly was the tenth feature film directed by the acclaimed – yet infamous – Canadian filmmaker David Cronenberg. Films including Shivers, Rabid, Scanners and Videodrome had earned Cronenberg an enthusiastic following, but horrified many viewers and critics. However, among those who expressed admiration for Cronenberg’s work was the esteemed Martin Scorsese.

When Scorsese met Cronenberg in 1985, the Taxi Driver and Raging Bull director remarked that The Fly’s director reminded him of a Hollywood plastic surgeon. This inspired Cronenberg to give himself a small role in the film as a surgeon. Prior to this, Cronenberg had appeared very briefly in his earlier films Shivers and Videodrome, as well as the 1985 film Into the Night (which also starred Jeff Goldblum).

6. Cronenberg has denied claims that the film is an AIDS allegory

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The Fly struck a chord with a wide audience as it wasn’t just gross-out horror, but also a poignant, tragic drama. At its heart, the film is about the struggles a couple go through as one is forced to watch the other slowly die. This bleak tone and emphasis on decomposition made many commentators interpret the film as an allegory for the AIDS crisis.

Director David Cronenberg was taken aback by this, and insisted that hadn’t been his intention. The filmmaker explained, “If you, or your lover, has AIDS, you watch that film and of course you’ll see AIDS in it, but you don’t have to have that experience to respond emotionally to the movie and I think that’s really its power. The director said that, in his eyes, the film deals with something “much more universal: aging and death—something all of us have to deal with.”

5. It was widely declared one of the best films of the 80s

It’s worth remembering that in the 80s, horror remakes weren’t that well thought of. (Though considered a classic today, John Carpenter’s The Thing bombed on release.) As such, when The Fly proved to be a huge success both critically and commercially, this was a big deal. Many of the most respected critics in the United States, including Gene Siskel and Roger Ebert, hailed the film as one of the very best of the year.

In 1989, The Fly was also voted one of the best films of the decade in polls conducted by magazines Premiere and American Film. In more recent years, Time magazine listed The Fly among the 25 best horror films ever, and the 100 best movies overall. Today, The Fly has a very high 92% fresh rating at reviews aggregator site Rotten Tomatoes.

4. David Cronenberg didn’t make the film’s sequel because Mel Brooks rejected his ideas

With rave reviews and worldwide box office takings of over $60 million, The Fly was a hit. Encouraged by this unexpected success, producer Mel Brooks was keen to make a follow-up film. Although David Cronenberg wasn’t generally interested in sequels, he pitched Brooks his ideas of where they could go next.

However, the director explained years later that “[Brooks] didn’t like what I proposed because he said it wasn’t the same as the original movie.” “‘A sequel,’ he said, ‘should be more of the same.’ And I said, ‘Well, Mel, then I’m not interested.'” Ultimately The Fly II (which cast Eric Stoltz as the son of Davis and Goldblum’s characters) would be the directorial debut of FX artist Chris Walas, but the sequel didn’t perform as well critically or commercially.

3. Geena Davis and Renny Harlin pitched a sequel in the mid-90s called Flies

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By the mid-90s, Geena Davis was a well-established movie star married to successful director Renny Harlin. Together, the couple devised a second sequel to The Fly for Harlin to direct, which they hoped would revive the franchise. Entitled Flies, the film was set to centre on Davis’ character of Veronica, disregarding the events of The Fly II (in which she was killed off).

There was also a role for Jeff Goldblum, thanks to a revelation that Seth Brundle’s consciousness had been stored in his computer memory banks. Bartok Industries, employer of the legally dead Brundle, have used his mind to help them create all manner of horrific mutant clones, which Veronica sets out to destroy. For better or worse, Flies failed to take flight – perhaps in part as Davis and Harlin had both been damaged professionally by their high-profile 1995 flop Cutthroat Island.

2. Another remake was in development in the 2000s

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Horror remake fever spread through Hollywood after 2003’s The Texas Chainsaw Massacre and 2004’s Dawn of the Dead. It’s not too surprising, then, that a further remake of The Fly was also on the cards at one point. Director Todd Lincoln (The Apparition) was linked to a new Fly movie in 2003, but this never came to pass.

A few years later, reports surfaced that David Cronenberg himself was planning to return to the franchise. Cronenberg explained in 2011 that his plan was an “oblique sequel” to the 1986 movie, building on his earlier ideas rejected by Mel Brooks. The director says this project did not get a green light because his script was “a little too radical” for studio executives at 20th Century Fox.

1. The telepods were modelled on cylinders from David Cronenberg’s motorcycle

David Cronenberg is known as a master of strange, psychologically complex horror films, but did you know he’s also a motorsports enthusiast? The filmmaker has a great passion for cars and motorcycles, and this informed The Fly in some curious ways. For one thing, the iconic design of the teleportation pods came from the director’s own motorcycle.

Cronenberg owned a Ducati 450 Desmo, and had the pods modelled after the bike’s cylinders. On top of this, Cronenberg also named the film’s lead character Seth Brundle after Formula 1 driver Martin Brundle.