Not a Hit, Not Yet a Cult Classic: Shonda Rhimes on the Making of 'Crossroads'
Image by Caroline Goldfarb


This story is over 5 years old.


Not a Hit, Not Yet a Cult Classic: Shonda Rhimes on the Making of 'Crossroads'

In interviews with Broadly, the women who wrote, directed, and produced "Crossroads" reflect on creating a small-budget film with Britney Spears—who, despite being one of the world's biggest pop stars, only requested tuna Lunchables and edamame on set.

What catapults a teen film into cult classic status?Clueless had clothes, Heathers had gore, and Mean Girls doubles as a piece of anthropology. But Crossroads had one thing that no other film did: Britney Spears.

The pop superstar's first role in a major movie came at the start of her "I'm Not a Girl, Not Yet a Woman" stage (you might remember that this was the film's signature song). It was after the Mickey Mouse Club and schoolgirl costume, but before making out with Madonna, having babies, the Blackout era, and her recent Vegas redemption.


The feel-good film centers around Britney's character, Lucy, and her childhood best friends as they take a cross country road trip to LA. It features some surprisingly heavy topics: teen pregnancy, parental abandonment, and burgeoning sexuality. While the movie has now become a Netflix favorite—and is the source of infinite Buzzfeed throwbacks—very little information has been available about the film's production.

Until now. You might think that Crossroads was the brainchild of some male executive somewhere, but it was actually the work of a team of talented, up-and-coming young women—many of whom have gone on to rule Hollywood.

Ann Carli, the film's producer and one of its driving creative forces, had left her former employer—Britney's label Jive Records—to begin a career in film, working with Will Smith's production company. It was in her new role that she discovered a spec script by a then-unknown screenwriter named Shonda Rhimes.

The script was for a retelling of Antigone set in an African American town in the 1930s, and it thoroughly impressed Carli. "The writing shook me, it was so good," she said. The women tried and failed to produce the film with Miramax, at which point Carli had her lightbulb moment: "What do you think about Britney Spears?"

Screengrabs via YouTube

Carli was aware of the singer's professionalism and creative prowess through her connections at Jive, and Rhimes was excited by Britney's talents after seeing the young star perform live. Rhimes told me she was impressed with Britney's hold over her young audience: "I remembered being 17 and going to see Madonna in concert and feeling the same way." Carli and Rhimes decided to pursue creating a movie with Britney as the star.


The women presented the idea for a film starring Britney to Clive Calder, Carli's former boss and Jive's founder. "Clive said 'If Britney wants to do it, I'll pay for it'," Carli said, recalling that Calder agreed to front the entire ten-million-dollar budget—a practice almost unheard of in Hollywood.

Carli and Rhimes then presented the idea for a road trip movie to Britney, her mother, and her manager Larry Rudolph; all were excited at the prospect of Britney crossing over from music to her first feature film. With her whole team on board, Rhimes wrote the movie's script while Britney toured.

Rhimes saw the movie as an opportunity for Britney to show her true personality. "I was much more interested in the young woman that I met than the image that people had of her. She was a person, and I don't think anyone at the time was looking at her—because it's such a misogynistic society—as a person," Rhimes recalls. "The idea that we could portray her as a three-dimensional young woman was interesting to me. To have mean-girled her and turned her into a caricature would have been a mistake."

In line with the thoughtful treatment she gave Britney, Rhimes also went out of her way to ensure the film would have a realistic cast of characters—she didn't want the the ensemble to be a group of blondes. "It wasn't that it was important to show people from diverse backgrounds—it just felt like the movie should look normal. Most movies didn't look normal, they all looked very oddly homogenous in a way that didn't feel realistic to me," she says.


When the script was finished, Carli brought it to her friend Tamra Davis, a young director with an eclectic career. Carli thought that Davis—who had reintroduced the world to former child star Drew Barrymore with her film Guncrazy—was perfect. "They really wanted a female director because this was going to be Britney's first movie, and they really wanted to make sure she was protected and taken care of," Davis says.

It wasn't that it was important to show people from diverse backgrounds—it just felt like the movie should look normal.

Davis was initially reluctant to work on the film, but it was Britney who changed her mind. Davis remembers their first meeting, in Vegas: "I knocked on her hotel room door, and she opened it up, and she was wearing, like, a little pink T-shirt and little shorts, and she was just hilarious. She opened the door and she was like, 'Man, I was hammered last night!' I was like, 'What! You're Britney Spears, and you were hammered last night?' She was, like, the funniest, really good girlfriend-y type of girl."

But Davis was impressed with more than Britney's humor: "I realized she was this very sweet Southern girl with incredible manners, but she was running the whole thing," she tells me as she remembers watching Britney work a Vegas event. "I loved watching her [be] in the center of this circle, and there wasn't a guy in there telling her what to do. She was in command of the whole thing."


After Davis was attached to the film, Carli and Jive Records brought it to MTV Films executive David Gale, who would go on to serve as the film's executive producer. Gale told me that at the time, MTV Films was already trying to develop a project for Spears—a musical update of Alice in Wonderland that would costar N*Sync and other hot pop acts from the time. Nonetheless, he loved the idea of a road trip movie and quickly signed on to Crossroads.

With a production company in place, Davis worked on casting the film, choosing relative unknowns whose talent impressed her. Orange Is the New Black star Taryn Manning was chosen for the role of Mimi, a pregnant teen from the wrong side of the tracks. Zoe Saldana, who flubbed her video audition for the film, was flown out to California on her desperate agent's frequent flier miles to land the part of stuck-up Kit.

Relative unknown Anson Mount as was cast as Ben, Lucy's hunky, tattooed love interest. Mount was initially hesitant to take on a film starring the teen icon, but was eventually persuaded by none other than his City By The Sea costar Robert De Niro, who was a huge fan of Spears and even ran lines with Mount on set, reading Britney's part.

When it came to the crew, Carli hired so many women to work the film crew that a reporter asked if she was trying to make a political statement. She wasn't. "I just hired the best people for this particular job." The predominantly female set created the calm and nurturing tone that is reflected in the film.


The film's production, much of which took place in Britney's native South, was also constantly mobbed with fans, and the movie's bond company was so concerned about paparazzi swarming around the set that the film's working title was frequently changed on permits to throw them off filming locations.

But despite her massive fandom, Britney was easy to work with. "She was not remotely like people's expectations of a young, teen star," Gale, the executive producer, told me. She even reminded him of another young star. "I did Beyonce's second film, The Fighting Temptations. That was a really sweet, great, wonderful Beyonce. A dream to work with. Talk about people who are such megastars now, in their early careers especially: They were really professional and really serious about their craft. They weren't at all diva-like."

I loved watching her [be] in the center of this circle, and there wasn't a guy in there telling her what to do. She was in command of the whole thing.

Although Britney's contract called for expensive trailers and personal trainers (to set a precedent for future films), Carli recalls her team being very understanding of Crossroads's small-budget constraints. Britney had only two requests while on set: tuna Lunchables and edamame. She had production pick her up a half an hour early each day so she could go to Starbucks and get coffee. When Carli offered to have the coffee waiting for her on set when she arrived, Britney declined. "She said, 'I don't mind. I actually like going in and getting to decide.'"


Britney got another taste of the normalcy she craved through her on-set relationships. Rhimes noted how close she was to the rest of the young cast; they all became friends. Rhimes believes the dynamic excited the young star. "She was very cheerful, very fun. I think it was so different from being on the road and doing concerts—being able to stay in one place and be with the same group of people all the time. It was the first time I think she had hung out with people her own age. When she was on the road, it was her and a team of people, but this was her, and Taryn, and Zoe, and Anson. They were all sort of the same age, and I think they had fun together."

Another constant on set was Britney's then-boyfriend, Justin Timberlake. Davis, the director, was touched by the young couple, who had grown up together and came from the same childhood megastar lifestyle. "It was just the most beautiful relationship, seeing the two of them together and how love-y they were. They were just so close, and she was such a supporter of his. He worked just as hard as her. It was like, she would be doing rehearsals and he would be doing rehearsals. They really knew that life together." Davis tells me that throughout the film, she had Britney absentmindedly doodle in a notebook in character as Lucy, to show the character's creative aspirations. "I have the book. All she was writing was 'Britney and Justin,' all these little curlicues. It was like looking at a teenage girl's musings—hearts and butterflies and Justin's name."


After the film's production ended, it was handed over to Paramount for distribution. Davis said the studio ordered about ten screenings and that the film scored off the charts with female audiences. "We tested it like crazy, and they got numbers they'd never seen before, and that was because we were making it for their audience, which was young girls." The film opened on February 15, 2002, and made $14 million that weekend (recouping more than its entire budget). In total, Crossroads earned its budget back five times over, bringing in $61 million, a dream scenario for any indie film.

Despite strong numbers, the movie was panned by critics, nominated for eight Razzies. However, most who worked on the film seem not to care about the opinions of old white men. "Girls really liked it. If you were a teenage girl at that time, that movie was really relatable in a fantasy-ish kind of way," Gale told me. "Sometimes you make movies for different audiences, and this one hit the core of what it was trying to do."

Carli and Davis say one of the most rewarding aspects of the film was hearing young women say how much they loved and related to the movie, something that continues to this day. "I still have people come up to me all the time and say what an incredible movie it was, how much it meant to them at that time, and how much of an impact it had on them," says Davis.

I have the book. All she was writing was 'Britney and Justin,' all these little curlicues. It was like looking at a teenage girl's musings—hearts and butterflies and Justin's name.


Rhimes echoes that sentiment, saying that Crossroads is usually young film students' introduction to her work. When I asked her what lessons she learned from the experience, Rhimes, who keeps a signed Crossroads poster in her office, told me it was her first taste of working with a true superstar. "I think it really was, for me, a lesson in both fame—because I really did get to see what extreme fame was like close up—and how to cope with it, how to protect my casts against it, and how to be prepared for the problems that come when it happens to people in your cast."

Carli believes that the film's enduring appeal comes from its portrayal of female friendship. What sets the film apart from other cult teen movies like Clueless or Mean Girls is its complete earnestness. "It wasn't snarky. There's no snarkiness whatsoever. We weren't ashamed to be corny," she explains. "'Corny' would maybe have been someone else's judgment of it, but we weren't afraid to be heartfelt. We didn't need to be smarter than anybody else. Young women, they're surrounded by judgment and snarkiness, so it was important for us to show the ups and downs of real relationships."

Crossroads didn't launch Britney's career as a film star like those around her expected it to, but few could predict the road her life would take. Carli, who remains close with Britney, says that regardless of the trials she's faced in her life and career, she remains unchanged—the same sweet Southern girl she met on set.

Even Britney herself maintains an enduring affection for the film. In her "I Wanna Go" video, Britney drives by a theater whose marquee reads, Crossroads 2: Cross Harder. And a sequel might be less far-fetched than you might expect: Carli tells me she and some of the women involved in the production have considered it. "We've actually talked a little bit, in a weird way, about a sequel. There's a lot of people [involved], and they're really busy," she explains. "Who knows? I think it would be a lot of fun, but everybody's in different places, from Taryn to Zoe to Britney to Shonda."

For her part, Rhimes told me she's reluctant to write a direct sequel to the film but open to working with the talented cast again. "It's 20-something years later. I don't know what Crossroads 2 would be! Would I work with that group of people again? Absolutely!"

Carli agrees that the film would not be a success unless it acknowledged the ups and downs of Britney's journey since she completed the original film so many years ago. "I think it's important that it's real," Carli says. Britney herself may be in agreement. After Saldana made an appearance on Watch What Happens Live praising Britney and her acting abilities, the singer tweeted, ".@zoesaldana Truly the sweetest, thx 4 the kind words. Nothing but great memories of working w u. Crossroads pt 2? ;)"