JOHN MAHONEY (James Court) I remember reading the script. I was doing Eight Men Out. I was talking to John Cusack and I said, ''You've really got to read this.'' He said, ''No, I'm sick and tired of playing high school kids in love.'' I said, ''No, John, it's so much more than that.''

JOHN CUSACK I'm usually a little resistant to doing anything, so that's not really new. But I didn't want to go back to high school.

CROWE There were a lot of people that came very close [to being cast as Lloyd]. One was Christian Slater, one was [In the Bedroom director] Todd Field, and Peter Berg [The Last Seduction] was another one who was a really amazing Lloyd.

PLATT I asked Cameron, ''Who do you want?'' He said, ''John Cusack....'' Both Jim and I said, ''If you want him, you should go get him. Fly to Chicago and talk him into it.''

CROWE I walked into this diner to meet him. I saw him before he saw me. [He was wearing] a long coat with a bandanna, this big hulking blob of charisma at this table, and I knew just looking at him, I cannot leave Chicago without getting him to play Lloyd....The last thing he wanted was to say yes to somebody that in his mind represented a mortarboard and a cap. But we talked about the politics of Lloyd and he liked the idea of the character having a more political base. But he didn't say yes. And so began a long courtship that ended with Jim talking him into coming out and just getting in some rehearsals and trying the part on. And he eased into it.

PLATT It was very difficult to find the girl....Cameron saw every young actress.

CROWE Jennifer Connelly was the runner-up to Ione Skye. She was brilliant; she had all the languages....Elisabeth Shue did an amazing version of the graduation speech. But there was something haunting about Ione in River's Edge. I had an instinct that Ione was right.

IONE SKYE I didn't relate personally to someone like [Diane], who was really good in school and who had a close relationship with her father....But it was easy to pretend to fall in love with John Cusack! I really like the scene where [Cusack]'s teaching me to drive, because in real life I had a crush on John. We never hooked up.

CROWE We had a hard time finding the dad. Rob Reiner was the first guy we went to. He said, ''I'm not acting right now.'' Dick Van Dyke really was amazing....We just kept hearing about John Mahoney, and then he came in and was so disarmingly charming and looked like William Holden....A lot of people, even actors coming up for the part, wanted to know, ''Why does the father have to be guilty?'' The answer was, without the father being guilty it's Pretty in Pink.

MAHONEY The character just utterly fascinated me. I've played killers, but I don't think I've ever played a character so remorselessly amoral like that.

CROWE It was a period of time where real-life characters were knocking on the door all around me....There was a girl I knew from Philadelphia named Corey, who I named the Lili Taylor character after. She had this stormy affair with a real guy named Joe. She was always talking about this guy and she sent me a tape that had a whole bunch of songs and she said, ''A lot of them are about Joe.''


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