It has been 10 years since the hobbits took over the planet. On December 19, 2001, 'The Lord of the Rings: The Fellowship of the Ring' opened and accomplished the impossible. It proved that, despite a half-century of abortive attempts, J.R.R. Tolkien's supposedly unfilmable trilogy was not only filmable, but could be a magnificent achievement on its own terms. It changed the business of filmmaking, with innovations ranging from motion-capture and computer-generated special effects to social media marketing. It made an A-list director out of an obscure New Zealand filmmaker and made stars of newbie Orlando Bloom and journeyman Viggo Mortensen. Plus, it turned the whole world into Middle-earth fantasy geeks for at least three years as we watched the installments come out every December. Still, as celebrated as Peter Jackson's magnum opus has been, there's still a lot you may not know about how the three-part epic was made, from how the movie almost became a low-budget condensed version of Tolkien's massive saga, to the risqué ways the hobbits spent their downtime, to the real-life collision of Tolkien's universe with George Lucas' 'Star Wars' cosmos.

1. There had been many attempts to make a live-action version of 'Lord of the Rings' dating back to the 1950s, when monster-magazine mogul Forrest J. Ackerman tried to develop a version. In the 1960s, the Beatles wanted to star in a version (it would have featured John Lennon as Gollum, Paul McCartney as Frodo, George Harrison as Gandalf, and Ringo Starr as Sam), and they approached Stanley Kubrick to direct, but he decided the project was too daunting. Director John Boorman consulted with Tolkien to develop a live-action version in the 1970s, but the project was deemed too expensive, and Boorman went on to make the similarly-themed Arthurian saga 'Excalibur' instead. Animator Ralph Bakshi did manage to make a 'Lord of the Rings' feature in 1978, but his cartoon told only the first half of the story, and he never got to make a sequel, though Rankin-Bass (the team behind all those stop-motion animated Christmas TV specials) more or less finished the story with a made-for-TV cartoon version of 'The Return of the King' in 1980.

2. Before 'Lord of the Rings,' Peter Jackson was a New Zealand puppeteer and filmmaker who'd made his name on such cult hits as 'Meet the Feebles' (a sort of R-rated Muppet parody) and 'Dead Alive' (a gory zombie comedy). He'd earned some acclaim for the drama 'Heavenly Creatures' (which launched Kate Winslet's career) and 'The Frighteners,' his first Hollywood-financed film, an expensive horror/comedy with Michael J. Fox that flopped at the box office. Still, he had a first-look deal with Miramax, so when he proposed making 'The Lord of the Rings,' it was relatively easy for the indie studio to obtain the rights from their then-holder, producer Saul Zaentz, with whom Miramax had just made 'The English Patient.'

3. Miramax, however, belonged to Disney, which capped the studio's spending on any project at $75 million. Jackson learned that was all he'd have to spend on the saga, even if it were expanded into two movies, forcing him to make a Reader's Digest version of 'Lord of the Rings.' Jackson got Miramax's permission to shop the idea around to other studios, all of whom turned it down except one. That was New Line, whose chief Robert Shaye asked Jackson, "Why would you want to charge nine dollars to see this when you could charge $27?" New Line was soon committed to releasing 'The Lord of the Rings' in three parts, as Tolkien had. To save money, all three parts would be shot at once, in New Zealand, for a total cost of about $300 million.

4. Casting was tricky. Sean Connery turned down the role of Gandalf, reportedly because he said he didn't understand the story. Patrick Stewart also said no, but his 'X-Men' co-star Ian McKellen said yes, saying he liked the script and Jackson's enthusiasm. "At an early age," McKellen explained later, "I decided the best policy for me was to work with people who would make me better as an actor."

5. Christopher Lee, who ended up being the only member of the cast who'd actually met Tolkien, also wanted to play Gandalf. In his correspondence with the author (who died in 1973), the actor had discussed the idea of playing the good wizard. Instead, Lee landed the role of Gandalf's mentor-turned-nemesis, Saruman.

6. Elijah Wood found out about the project from Ain't It Cool News editor Harry Knowles, who met the child star on the set of teen horror film 'The Faculty.' Wood recalled, "Harry came up to me one day, and he was like, 'Dude! They're making 'Lord of the Rings!' And Peter Jackson's going to direct it! You've got to play Frodo!" Wood made a costume and enlisted his friend, 'Swimming With Sharks' director George Huang, to shoot his audition video, which the actor sent to Jackson. That did the trick.

7.Liv Tyler was cast as elf princess Arwen. At the time, she was the biggest Hollywood name in the cast.

8.Stuart Townsend was cast as human hero Aragorn. Four days into filming however, Jackson realized that the 28-year-old was too young and lacking in gravitas. Viggo Mortensen, then 40, got the call and was at first reluctant to say yes because the shoot would have meant a long time away from his young son, Henry. But Henry, a fan of the Tolkien trilogy, urged his father to say yes. In short order, he was on a plane to New Zealand, taking a crash course in swordfighting, and in costume slaying orcs.

9. Peter Jackson thought it best for both the Tolkien estate and the production that the two parties should have no contact. That way, he wouldn't feel pressure to alter the film to please Tolkien's heirs, and they wouldn't have to endorse it if they didn't like the finished product.

10. Jackson did, however, enlist Alan Lee and John Howe, the two illustrators most closely associated with Tolkien's books, to aid in the design of props, sets, and costumes. He also cast them in walk-ons as two of the nine human kings who appear together in the prologue.

11. To build weapons, suits of armor, and "bigatures" (scale-model sets of fortresses and other sprawling locations that filled entire soundstages and were too huge to be called miniatures), Jackson enlisted Kiwi production house Weta Workshop, named for a prehistoric New Zealand cricket. (In the sequences where Saruman's orcs are forging weaponry, some of them are actually Weta staffers at work.) Jackson also enlisted Weta Digital, a spinoff computer-generated effects company he'd co-founded and used on his two previous films, to create the armies of digital creatures needed, as well as the motion-capture software that turned Andy Serkis into Gollum. The results made Weta one of the most celebrated effects houses in the world, but at the time, Jackson marveled that New Line didn't force him to farm the work out elsewhere. "You'd never hire a little New Zealand special effects company to do all the effects for a film like this," he said.

12. Some numbers: Weta produced 48,000 items for the shoot, including 68 bigatures, 2,000 weapons, 1,000 suits of armor, 10,000 facial prosthetics, and 1,800 hobbit feet for the five principal hobbits (since the hairy-toed limbs fell apart when removed from the actors' feet and therefore could be worn only once). For breakfast every day, cast and crew were served a meal of 1,460 eggs.

'The Lord of the Rings: The Fellowship of the RIng'

13. One element that gave the film a fresh, authentically pre-modern look was the use of New Zealand landscapes so remote they had never been filmed before. As McKellen put it, "If you are suddenly dropped by a helicopter on top of a mountain on which no man has ever walked before, which I was, and you're trudging in Gandalf's gear through two feet of snow, feeling like that Kiwi, Edmund Hillary, going up Everest, no acting is required because it's all too easy to believe."

14. Just to speak was an acting challenge for Tyler, who noted that she had more dialogue in Elvish than in English. She learned some of the language that Tolkien invented, and for lines in English that needed to be translated into Arwen's tongue, an Elvish expert, a professor back in the States, was consulted, and he would send back the translated lines to Tyler's Elvish dialogue coach. Tyler also had to deepen her high, breathy voice, something she accomplished by using a diaphragm technique she'd learned from her famous singing parents (Bebe Buell and Aerosmith's Steven Tyler). "It hurt," she said. "If I have really powerful or emotional scenes, I'll be sick, I'll have a stomach ache afterwards, because it's coming from there."

15. Naturally, there was a lot of male bonding going on among the members of the Fellowship, some of it rowdy. The cast would hang out during downtime at a make-up trailer they had defaced and renamed the Cuntybago. They'd play pranks on each other, accompanied by a loud hip-hop soundtrack (or phone pranksters The Jerky Boys), courtesy of Wood's CD collection.

16.Dominic Monaghan, who played Merry, lived up to his character's name. During off hours, he'd play pool with Sean Bean (Boromir), later boasting that he won every game because Bean is "a terrible, terrible pool player." He and Sean Astin (Sam) and Orlando Bloom (Legolas) once accompanied McKellen to a local gay bar, and within minutes, Monaghan and Bloom were dancing shirtless.

17. What do ringwraiths do when they're not busy hunting down ring-bearing hobbits? They surf. "We all learned to surf out there," said Bloom, "and the nine black riders had their own black wetsuits."

18. The actors also bonded over ailments and injuries, which were common. Mortenson had a tooth knocked out during a battle sequence. He recalled,
I kept fighting. There were a lot of people who got hurt worse than me. We all had pulled muscles and twisted this and that, and broken toes. We all eventually not only got hurt but became ill. It's a long process. People got married, people split up, people got pregnant, people left and returned. It was a traveling circus. It was insane. We became like brothers and sisters. The stunt people who played the monsters we were fighting, I must have killed each of them 50 times. And it never got routine because by knowing each other, we could go faster and faster and take more chances so that it looked more raw and rough.
19. By the end of the shoot, the nine members of the Fellowship had become so close that they all decided to get tattoos of the Elvish number 9 on various parts of their bodies. Well, almost all; John Rhys-Davies (Gimli) reportedly didn't go to the tattoo parlor but sent his stunt double in his stead.

20. Throughout the shoot, which lasted from October 1999 to December 2000, McKellen updated his fans with posts to his website. New Line was squeamish at first about spoilers, but the studio soon realized that the online sneaks were not just winning over Tolkien fans skeptical about the movie but also cultivating new fans. Soon, New Line was adding its own behind-the-scenes updates on the movie's website. After 'Fellowship' proved that such social media techniques can pay off, online production diaries of potential blockbuster movies became commonplace.

21. On most movies, film composers get involved for just a few weeks during post-production, but on 'Lord of the Rings,' composer Howard Shore's involvement stretched out for three years. "This will be a nine-hour piece," he said when 'Fellowship' debuted. "You have to consider this score, which is 2 1/2 hours long, as Act One of a three-act piece. I used an opera concept to shape it. because it was the largest musical form that you could use. So you've now heard Act One of an opera. You'll take an intermission for a year, and you'll go back for Act Two"

22. 'The Lord of the Rings' and the 'Star Wars' prequels shared more than just Christopher Lee. They also shared a friendly rivalry. While the Tolkien trilogy was filming in New Zealand, 'Star Wars: Episode II - Attack of the Clones' was filming nearby in Australia. In an outtake of the scene where Gandalf is supposed to refer to a menacing flock of crows as "spies of Saruman," McKellen instead quips, "Spies of 'Star Wars!'" There was even a surreptitious visit to the 'Star Wars' set by some of the Fellowship. Of the pop culture clash, Wood said,
It was weird. It was bloody strange. 'Lord of the Rings,' we were constantly dirty and rough. The world of Middle-earth that we portrayed in the film is very lived-in and messy. Whereas, going on to 'Star Wars,' their sets were pristine, and they were shooting digitally, so there wasn't much equipment, and they had a full editing thing right on the set. It was cool, all air-conditioned, and there weren't many people around, and everyone was nice and well-dressed. It was just bizarre because we were coming from a world of 5 a.m. to 8 at night, and it was craziness all the time, and always snow and rain. So it was a total culture shock for us. We referred to each other as hobbits, and they were like, 'What world are you from?'
23. Upon its release, 'Fellowship' was an instant hit. Critical praise was nearly unanimous, with many reviewers and moviegoers finding resonance, in a film about characters girding themselves for a long and uncertain battle against a formless evil from the East, with the fight against radical Islamic terrorism in the wake of the recent 9/11 attacks. The movie stayed in theaters for eight months and grossed $316 million in North America and $872 million worldwide. (Not adjusting for inflation, 'Fellowship' is the 25th highest-grossing movie of all time.) It was nominated for 13 Academy Awards, including Best Picture, and it won four, for cinematography, makeup, visual effects, and Shore's instrumental score.

'The Lord of the Rings: The Fellowship of the Ring' - Trailer

24. Nearly everyone involved seemed to enjoy a career boost. McKellen continued to shine in the 'X-Men' movies. Monaghan co-starred as the beloved, doomed rocker Charlie on TV's 'Lost.' Bloom (who was scarcely out of drama school when cast in 'Lord of the Rings') starred in another hugely successful trilogy, the 'Pirates of the Caribbean' films. Mortensen made three acclaimed films with director David Cronenberg ('A History of Violence,''Eastern Promises,' and this year's 'A Dangerous Method'). Bean returned to the fantasy-epic universe this year as the star of cable's 'Game of Thrones.' Lee, at 89, remains in demand as a character actor; he's currently on screen in Martin Scorsese's 'Hugo.'Andy Serkis (Gollum) remains king of motion-capture actors, as seen in this year's 'Rise of the Planet of the Apes' and 'The Adventures of Tintin.' And Peter Jackson, who followed up the 'Rings' trilogy with a remake of 'King Kong' (starring Serkis as the giant ape) and an adaptation of 'The Lovely Bones,' is returning to Tolkien with twofilms based on 'Rings' precursor 'The Hobbit' currently in production, which are reuniting much of the 'Fellowship' cast and are due for release in 2012 and 2013.

25. A decade after its release, how popular does 'The Fellowship of the Ring' remain? So popular that, just last week, I saw this in the candy aisle at my local drugstore.

[Photos: Warner Home Video ('The Lord of the Rings: The Fellowship of the Ring'), Gary Susman (Pez dispensers)]

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The Lord of the Rings: The Fellowship of the Ring
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