Pretty Woman is a 1990 American romantic comedy film directed by Garry Marshall and written by J. F. Lawton. The film stars Richard Gere and Julia Roberts and features Héctor Elizondo, Ralph Bellamy (in his final performance), Laura San Giacomo, and Jason Alexander in supporting roles.

The film's story centers on Hollywood escort Vivian Ward and wealthy corporate raider Edward Lewis. Vivian is hired to be Edward's escort for several business and social functions, and their relationship develops during her week-long stay with him. The film's title Pretty Woman is based on the 1964 song "Oh, Pretty Woman" by Roy Orbison.

The original screenplay was titled 3000 and was written by then-struggling screenwriter J. F. Lawton. Originally intended to be a dark cautionary tale about class and prostitution in Los Angeles, the film was reconceived as a romantic comedy with a large budget. Pretty Woman received mixed reviews from critics upon release, but widespread praise was directed towards Roberts' performance and her chemistry with Gere. It had the highest number of ticket sales in the US ever for a romantic comedy, with Box Office Mojo listing it as the number-one romantic comedy by the highest estimated domestic tickets sold at 42,176,400, slightly ahead of My Big Fat Greek Wedding (2002) at 41,419,500 tickets. The film grossed million worldwide and at the time of its release, was the fifth-highest-grossing film of all time worldwide, behind only E.T. the Extra-Terrestrial ( million at the time), Star Wars ($530 million at the time), Indiana Jones and the Last Crusade ( million at the time), and Jaws ($470 million at the time). It was also the highest-grossing R-rated film of all time (surpassing Rain Man) until it was surpassed by Terminator 2: Judgment Day in 1991, but remained the highest-grossing R-rated film released by Walt Disney Studios (surpassing Cocktail), holding the record for 34 years until Marvel Studios' Deadpool & Wolverine surpassed it in 2024.

Pretty Woman catapulted Roberts to superstardom, earning her the Golden Globe Award for Best Actress – Motion Picture Comedy or Musical, in addition to her first nominations for the Academy Award for Best Actress and the BAFTA Award for Best Actress in a Leading Role. The film also received nominations for the BAFTA Award for Best Film and the Golden Globe Award for Best Motion Picture – Musical or Comedy.

Plot One night while leaving a business party in the Hollywood Hills, corporate raider Edward Lewis takes his lawyer Philip's Lotus Esprit and finds himself in the red-light district on Hollywood Boulevard, where he meets street walker Vivian Ward. Lost and struggling to operate the stickshift car, Edward accepts Vivian's offer to drive him to the Regent Beverly Wilshire Hotel. Impulsively, he hires her for the whole night, and despite initial awkwardness, they have sex in his penthouse suite. The following day, Edward asks Vivian to stay for the week, as he must attend a series of business events while attempting to acquire Jim Morse's shipbuilding company. After negotiating, Edward and Vivian agree on $3,000. He also gives her money to buy appropriate clothes.

When Vivian tries to shop on Rodeo Drive, snobbish and rude saleswomen turn her away because of the way she looks. She asks hotel manager Barney for assistance. He gets store saleslady Bridget to find her a cocktail dress for that evening's business dinner. Later, she gets Barney to teach her table etiquette. Edward is astounded by Vivian's transformation. At dinner, he introduces Vivian to Morse and his grandson David, who is to take over the company. The dinner does not go well, as they are unhappy with Edward's plan to dismantle their company. Later, Edward tells Vivian about his personal and business life, including his estranged relationship with his late father.

Edward takes Vivian along as his date to a polo match. When Philip sees Vivian talking to David Morse, he tells Edward his suspicions that she is a corporate spy. Edward dismisses Philip's concerns by explaining their arrangement. With the knowledge of Vivian's true background, the married Philip talks to her alone and crudely propositions her for her services. Back in Edward's suite, Vivian is angry with Edward for exposing her in that way. He apologizes, admitting that he was jealous of Vivian talking to David. Edward takes Vivian by private jet to see La traviata at the San Francisco Opera, a story about a prostitute who falls in love with a wealthy man. She is moved, and she breaks her "no kissing" rule before having sex with him. Believing Edward has fallen asleep, Vivian says she loves him.

As the week is almost finished, Edward offers to get Vivian a condominium and an allowance, promising to visit her regularly. However, Vivian feels he is treating her like a prostitute. She shares her childhood fantasy of being rescued by a knight on a white steed. Edward meets with Morse, but chooses to work with him to save his company instead of dismantling it. Philip, furious that Edward's new direction has cost him a fortune, goes to the Beverly Wilshire to confront him. He finds Vivian. Blaming her for Edward's changes and angry at his business decision, Philip hits her and attempts to rape her. Edward arrives, pulls Philip off Vivian, punches him, and fires him. After completing his business in Los Angeles, Edward asks Vivian to stay with him for one more night, but only if she wants to, not because he is paying her. She gently refuses and leaves after telling him she thinks he has "lots of special gifts".

Vivian returns to her apartment hotel to pack for her move to San Francisco to get a new job and a high-school diploma. She gives her roommate, fellow prostitute Kit De Luca, some money and tells her she has "a lot of potential". Kit leaves sex work and enrolls in beauty classes. Vivian then waits in the apartment for the bus. Edward has the chauffeur take him to her apartment. He climbs out of the white limousine's sunroof and ascends the fire escape to "rescue" Vivian, just like the knight in her childhood fantasy. When he asks her what happens after the knight rescues her, she responds, "She rescues him right back", and kisses him.

Cast Richard Gere as Edward Lewis, a wealthy corporate raider from New York who hires Vivian to be his escort for a week Julia Roberts as Vivian Ward, a free-spirited Hollywood street walker Ralph Bellamy as Jim Morse, owner of Morse Industries, a troubled shipbuilding company Edward plans to take over Jason Alexander as Philip Stuckey, Edward's insensitive lawyer Héctor Elizondo as Barnard "Barney" Thompson, the dignified and soft-hearted hotel manager Laura San Giacomo as Kit De Luca, Vivian's sarcastic, wisecracking best friend and roommate who taught her the prostitution trade Alex Hyde-White as David Morse, Jim Morse's grandson, who is being groomed to take over the Morses' shipbuilding company Amy Yasbeck as Elizabeth Stuckey, Philip's wife Elinor Donahue as Bridget, a friend of Barney Thompson's who works in a women's clothing store John David Carson as Mark Roth, a businessman in Edward's office Judith Baldwin, as Susan, is one of Edward's ex-girlfriends into whom he runs at Phil's party at the beginning of the film. She has recently married and Edward's secretary was a bridesmaid. Patrick Richwood as Dennis Rowland James Patrick Stuart as Day Bellhop Dey Young as a snobbish saleswoman in a clothing store Larry Miller as Mr. Hollister, the manager of a clothing store where Vivian buys her new wardrobe Hank Azaria as a detective (film debut) Larry Hankin as a landlord

Production

Development The film was initially conceived as a dark drama about prostitution in Los Angeles in the 1980s. The relationship between Vivian and Edward also originally included Vivian being addicted to drugs; part of the deal was that she had to stay off cocaine for a week. Edward eventually throws her out of his car and drives off. The original script by J.F.Lawton, called 3000, ended with Vivian and her prostitute friend on the bus to Disneyland. Producer Laura Ziskin considered these elements detrimental to a sympathetic portrayal of Vivian, and they were removed or assigned to Kit. The deleted scenes have been found, and some were included on the DVD released for the film's 15th anniversary. In one, Vivian tells Edward, "I could just pop ya good and be on my way," indicating her lack of interest in "pillow talk". In another, she is confronted by a drug dealer, Carlos, then rescued by Edward when the limo driver Darryl gets his gun out.

Though inspired by such films as Wall Street and The Last Detail, the film bears a resemblance to Pygmalion myths: particularly George Bernard Shaw's play of the same name, which also formed the basis for the Broadway musical My Fair Lady. Walt Disney Studios then-president Jeffrey Katzenberg insisted the film be rewritten as a modern-day fairy tale and love story, as opposed to the original dark drama. It was pitched to Touchstone Pictures and rewritten as a romantic comedy. The title 3000 was changed because Disney executives thought it sounded like a title for a science-fiction film.

Casting The casting of the film was a rather lengthy process. Marshall had initially considered Christopher Reeve, Daniel Day-Lewis, Kevin Kline, and Denzel Washington for the role of Edward; and Albert Brooks, Sylvester Stallone, Tom Berenger, Christopher Lambert, Al Pacino, and Burt Reynolds turned it down. Pacino went as far as doing a casting reading with Roberts before rejecting the part as he had just been cast in The Godfather Part III. Sam Neill, Tom Conti and Charles Grodin tested for the part along with Roberts. Gere initially refused but when he met with Roberts, she persuaded him and he eventually agreed to play Lewis. He reportedly started off much more active in his role; but Garry Marshall took him aside and said "No, no, no, Richard. In this movie, one of you moves and one of you does not. Guess which one you are?"

Roberts was not the first choice for the role of Vivian and was not wanted by Disney. Many other actresses were considered. Marshall originally envisioned Karen Allen for the role; when she declined, auditions went to many better-known actresses of the time including Molly Ringwald, who turned it down as she felt "there was something icky" about the story. Winona Ryder auditioned, but was turned down because Marshall thought she was "too young". Jennifer Connelly was also dismissed for the same reason. Emily Lloyd turned it down as it conflicted with her shooting for the film Mermaids. Drew Barrymore, Patricia Arquette, Brooke Shields, Uma Thurman, Kristin Davis, and Rebecca Schaeffer also auditioned for the role of Vivian. Meg Ryan, who was the studio and Marshall's top choice, also turned it down. According to a note written by Marshall, Mary Steenburgen was also among the first choices. Diane Lane came very close to being cast (the script was much darker at the time); they had gone as far as costume fittings, but due to scheduling conflicts she could not accept. Michelle Pfeiffer turned the role down, saying she did not like the script's "tone." Supermodel Janice Dickinson claimed she was also considered by Marshall but dropped out after being unable to audition in a room full of people. Daryl Hannah was considered but believed the role was "degrading to women". Valeria Golino was not selected because of her thick Italian accent, and Jennifer Jason Leigh had auditioned. Lea Thompson unsuccessfully auditioned for the role as she thought the film was a drama.