David Aames is a New York media magnate who inherited everything he had from his father. He can do whatever he wants with whomever he likes whenever he pleases. For the most part, that includes hanging out with his best friend, Brian, and having sleepovers with Julia Gianni.

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All of that changes when he meets the fetching Sofia and as he tries to woo her, he pushes Julia away. Jilted, she crashes a car with both of them in it, and David is now in prison for a murder he didn’t commit. In Vanilla Sky, nothing is at seems at all and David can’t seem to piece together the events of his life. Here are ten things you didn’t know about the making of this strange and mesmerizing movie. 

10 It's A Remake Of A Spanish Movie

Vanilla Sky is actually a remake of a 1997 Spanish film, Abre Los Ojos, or Open Your Eyes. Tom Cruise had attended the premiere of the film at The Sundance Film Festival and liked it so much that he purchased the rights to it and got Cameron Crowe onboard to helm the picture.

The remake follows the original story fairly closely, swapping out Madrid for New York. Interestingly, one thing that stayed the same was Penélope Cruz, who reprised her role as Sofía. 

9 Sgt. Pepper Influenced The Film's Style

The Beatles played a huge influence on Cameron Crowe during the making of this film. Perhaps the biggest influence of all would be the album cover to Sgt. Pepper’s Lonely Hearts Club Band. The psychedelic album cover features the Fab Four surrounded by all sorts of pop culture icons and various other gurus and artists.

The art so intricate that it takes a lot more than one look to take it all it. That was the idea that Crowe was going for when it came to making the film. 

8 Times Square Was Really Empty For That One Scene

One of the early images of Vanilla Sky has become the iconic shot of the movie. Here, David Aames runs through New York’s famously and consistently crowded Times Square. But in the film, it’s a barren wasteland and it’s all real.

Instead of digitally recreating the landmark or removing the people in post-production, Cameron Crowe was able to secure a few hours on a Sunday morning and was really able to close off several blocks for filming this one scene. 

7 The Twilight Zone Foreshadows The Story

With a bevy of pop culture references in the film, it’s hard to spot them all. But one of these homages that also is a clue to everything that is happening can be seen during the Times Square scene. On one of the screens is showing footage from “The Shadow Play,” an episode of The Twilight Zone.

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The episode is about a man sentenced to die. The man swears up and down that everyone in the courtroom and the jail cell are just figments of his imagination in a dream he can’t wake up from. Sound familiar?

6 The 429th Pop Culture Reference Is A Clue

There's a slew of references in the film, if you know where to look. Some of these include: the cover of a Bob Dylan album, David labeling his board members The Seven Dwarves, all kinds of paintings and pictures, and more. According to director Cameron Crowe, there are a total of 428 separate pop culture references. But thanks to the production crew, there’s actually one more, bringing it to a total of 429.

The registration date on David’s car is 02/30/2001, a date which will never exists and certainly didn’t 19 years ago. The error helped lend credence to one of the interpretations of the film (more on that in a bit). 

5 The Director Says There Are Five Interpretations 

As with many dream-based films, Vanilla Sky has several different interpretations. According to Crowe, there are five different ways to read the film. The first and easiest explanation is that Tech Support is telling David the truth. Second, the movie could also be David’s fever dream after the car crash.

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A third option is that David’s hallucinations happen thanks to the drugs administered during his reconstruction surgery. A fourth possibility is that the events of the film might also be the events of Brian’s novel that David commissioned. The fifth and final theory is that the entire movie is a dream, as evidenced by David’s car registration date being purely fictional in the setting's context.

4 The Song Revolution 9 Influenced The Film's Style

Former Rolling Stone writer Cameron Crowe always has music on the brain in his films. For Vanilla Sky, he had a slew of Beatles music. Specifically, the nigh-incoherent and entirely abstract song “Revolution 9” by John Lennon and Yoko Ono weighs heavily on the film.

Much like Lennon went for a fever dream song collage, Crowe sought to create that feeling onscreen. There’s also a slew of instances where the number nine shows up as well. 

3 Steven Spielberg Has A Cameo

One of the greatest directors in the history of medium makes an appearance at David’s party. Steven Spielberg had stopped by the set to talk with Tom Cruise about their first ever collaboration, the then-upcoming Minority Report, hence why he’s seen wearing a Pre-Crime hat.

During the filming of the party scene, Crowe urged Spielberg to “get in there.” It was a quick moment that Crowe repaid when he showed up in Minority Report. 

2 The Beatles' Influence Extends Beyond The Soundtrack

The influence of one of the greatest bands in the world was extremely prevalent throughout the film. The film’s title song was written and performed by Paul McCartney, and it even received an Oscar nomination.

David Aames also lives New York’s uptown Dakota building, which is the very building John lived in and was unfortunately tragically murdered outside of. 

1 The Numbers Mean Something

In dreams, it’s often hard to read words and they come off as incoherent babble. But when you’re filming the story of a dream, you can make that incoherent babble mean something. David’s mugshot photo, for example, has a bunch of seemingly random letters and numbers. However, this weird code actually means something and alludes to what the film is really about.

If you pause the scene and try to decode it, it reads “When did the dream become a nightmare.” It’s not the only coded message in the film, according to Crowe’s commentary. David’s X-Ray reads “Do not wake him up,” and “Pleasant Dreams.”

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