Its a big, colorful comic book movie thats aimed at kids and adults alike.

Yet it also boasts a darker quality bereft from most family movies.

That darkness was part ofThe Masks DNA though.

Jim Carrey and Cameron Diaz in The Mask

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Elements of the source material remain in the film.

It had this very striking cover.

Russell had other ideas though.

Jim Carrey in The Mask

The early drafts were horror and to me that was a problem, Russell explains.

So he decided to take a stab at pitchingThe Maskas a full-on comedy.

The decision to focus on a nightclub and swing music was also a personal one.

Jim Carrey In The Mask (1994)

The whole thing with the yellow zoot suit was Cab Calloway inspired.

The response from the studio was almost immediate: No thanks.

But a few months later they came back, having hit a deadend with ideas for a horror movie.

So it became a yes.

He remembers someone at New Line Cinema saying, Whats wrong with you Chuck?

We can get you Aerosmith!

Russells glad he said no.

That would have made it just another movie.

I give credit to Bob Shaye and Mike DeLuca for supporting that.

He was the catalyst for it all, Russell says.

I remember saying to the studio We need to make this a comedy.

Russell was familiar with Carreys work fromIn Living Colorand his stand-up work.

The filmmaker saw Carreys brand of edgy comedy as perfectly pitched for a movie likeThe Mask.

I had to make a shortlist of potential stars, but Jim was the inspiration, Russell recalls.

Several actresses Russell would rather not name read for the role.

I literally saw her photograph in a pile and said, Bring this girl in.

I was told she had never acted.

It was almost unprofessional to consider her for a lead.

Nevertheless, Russell had her come in and read for the part.

A few times, in fact.

I had Cameron back eight times.

She read with Jim.

I had her do some improvisation.

I couldnt eat, I couldnt sleep.

I got an ulcer.

Not everyone was initially sold on the idea of Diaz, however.

The producers were very skeptical and quite concerned, Russell says.

One of the main worries centered on an apparent lack of star power in the movie.

They didnt have the kind of star name that would match the budget, Russell says.

I videotaped them reading every one of their scenes together and showed it to the producers, he recalls.

I knew we had it.

Eventually they gave in.

Russell was always keen on making sure CGI enhanced Jims performance rather than took away from it.

It couldnt have gone much better.

He then proceeded to perfectly mime the scene with the smoke effects added in later.

The biggest challenge, however, proved to be the mask itself.

Jim has the most expressive face and I was going to cover it with latex, Russell remembers.

That meant building a mask made out of multiple small soft pieces built to fit Carreys bone structure.

Jim always reminded me of silent film stars like Charlie Chaplin or Buster Keaton.

He could physically go to places I hadnt seen since those stars.

Yet, so far, its the only one of the three he hasnt returned to for a sequel.

Thats not for lack of trying though.

I also had really different people putting on the mask, including Tina.

Cameron loved the idea.

It would be harder today to makeThe Mask, definitely.

Theres still potentially a very violent version ofThe Maskthat could be made, Russell concludes.

That reimagining is due for release later this year.