Nikki Grace (Laura Dern) is a Hollywood film actress cast in the role of Susan Blue in On High in Blue Tomorrows. She finds herself increasingly immersed in the role, ultimately seeming to actually become Sue and live in Sue's world.
Things That Happened[]
Nikki's Reality[]
Circa 2005, Nikki Grace is a movie star whose career has apparently been on the wane. She is up for a role in On High in Blue Tomorrows, which could serve as a comeback vehicle. She lives in a very lavish house with a serving staff, and appears to be well-off. Her husband, Piotrek Krol, is of Polish origin and has an accent. He is said to be "the most powerful guy around," and is possessive and jealous.
While Nikki is waiting to hear if she got the role, she is visited by a woman with a thick Polish accent, credited as Visitor #1. The Visitor claims to be a new neighbor wishing to say hello; Nikki sits with her and offers her coffee. The Visitor knows about Nikki's potential new role, asking if the film is about marriage and if Nikki's husband is involved. Nikki says it is about marriage "in some ways," and says her husband is not involved. The Visitor then tells two tales, and asks if the film involves a murder. Nikki says it does not, but the Visitor insists that the film involves a “brutal fucking murder.” Nikki, very uncomfortable, asks the Visitor to leave.
The Visitor (somewhat mockingly) indicates that she suffers from forgetfulness and confusion about time, then tells Nikki that if today was tomorrow, Nikki wouldn't remember that she owed on an unpaid bill. "Actions do have consequences," the Visitor tells her. "And yet there is the magic. If it was tomorrow, you would be sitting over there." Nikki seems to be transported in time to the next day...
The next day, Nikki sits with her friends Linda and Tracy. Henry, her butler, brings the phone in. Greg, Nikki's agent, tells her that she got the role. While Nikki and her friends jump up and down in joy, Piotrek observes from the staircase, looking sinister.
Some time later, Nikki sits in a producer's office at Paramount Studios, inside Stage 32. The director of the film, Kingsley Stewart, gives an inspiring speech to Nikki, her costar Devon Berk, the producer and the crew. He says that Nikki has everything she needs to “soar back to the top and stay perched there.”
Nikki and Devon make a promotional appearance on The Marilyn Levens Starlight Celebrity Show. Marilyn comments on a “shocking revelation by Devon,” and asks if Nikki can be true to her hubby with a “wolf in the den.” Nikki, nonplussed, states that they will be professional. Backstage, Nikki’s manager and friends congratulate her on the interview, and her friends drop her back at her house.
The movie is shooting on Stage 4 at Paramount. Nikki and Devon arrive early for their first day of rehearsal. When Kingsley arrives, they run through a scene where Billy (Devon) arrives at Smithy's house to find Sue (Nikki) looking out the window. Nikki loves the scene. It involves Billy apologizing for some things he said last night; Sue asks if those things were the truth; Billy asks if she's sorry about last night, and asks why she's crying. Nikki sheds a real tear; Sue tells Billy to look in the room.
Kingsley's assistant, Freddie Howard, interrupts the read-through. He sees someone in the darkness of the soundstage. Devon investigates, but the person disappears. When Devon returns, Kingsley makes a confession: the producers of the film withheld information from him and from the cast, which Freddie learned. The film is a remake, based on an uncompleted film, which in turn was adapted from a Polish Gypsy folk tale. The producers of the prior film discovered something "inside the story," which led to both leads being murdered; the folk tale, "Vier Sieben" ("Forty-Seven), is said to be cursed.
Nikki and Piotrek entertain Mr. and Mrs. Zydowicz, a Polish-speaking couple. Nikki tries to explain that she does not speak Polish. Mr. Zydowicz then notes to Piotrek in Polish, “A half…” Piotrek insists that Nikki “understands more than she lets on.” While Nikki does not deny this, she again insists that she doesn’t speak Polish.
Nikki and Devon shoot a scene in a gazebo, as Sue and Billy. Billy pushes for an affair; while Sue brazenly flirts with Billy (saying she's heard there is nothing little about him, she says all she sees coming from this is “blue tomorrows.” Kingsley calls cut, and they move to the soundstage. Later that day, during some downtime on set, Freddie rather pathetically asks Nikki and Devon for rent money. They both give him some cash.
One morning, while in the make-up chair, Nikki overhears Kingsley talking about a ninety-year-old niece an ancient foreign voice who is fascinated with Smithy, and constantly asks who is playing him. Nikki looks slightly troubled upon overhearing this.
Nikki and Piotrek host Devon. After dinner, their manservant, a heavily-accented Polish man, tells Nikki that Piotrek took Devon upstairs. Nikki eavesdrops and hears Piotrek tell Devon, “My wife is not a free agent. I don’t allow her that. The bonds of marriage are real bonds. The vows we take, we honor and enforce them for ourselves, by ourselves, or, if necessary, they’re enforced for us. Either way, she is bound. Understand? There are consequences to one’s actions. And there would for certainly be consequences to wrong actions. Dark they would be, and inescapable. Why instigate a need to suffer?” Nikki does not interfere, and sneaks away.
Another day of shooting: Billy's wife and kids are away, and Sue is visiting him. She is leaving for the gym, but he persuades her to stay for a drink (served by his servant), and possibly dinner. When Sue mentions Billy's family, he tells her, “Don’t ruin this." She responds, “There’s nothing to ruin, Billy.”
During downtime set, Nikki and Devon lightly flirt using their Southern accents from their roles. Devon invites Nikki to eat with him at (as she correctly guesses) a “cute little Italian restaurant, tucked away, private.” Nikki doesn’t refuse, and says, “See ya after the shoot.”
Nikki begins to lose herself in the role. They shoot a scene where Sue and Billy begin to hook up. Sue tells Billy she won’t fall in love with him. They passionately kiss. When the scene cuts, Kingsley asks, “Are you two happy?” Nikki stares at Devon in shock, seemingly uncertain about what is real.
In another scene, Sue and Billy talk in the dark in Billy's house. Sue says she is worried that her husband knows, and that he will kill them. Nikki then apparently forgets she is on set and exclaims, “Damn! This sounds like dialogue from our script!” Kingsley yells, “What the bloody hell’s going on?”
Between Worlds[]
Sue and Billy’s first time having sex. Nikki has not completely become Sue yet, but seems to have become trapped in Sue's world. Although she believes she is having sex with Devon, he remains in character as Billy. He complains that she is talking too much. She says she told Devon a story about a “thing that happened. ... A story that happened yesterday, but I know that it’s tomorrow.” It was a scene they did yesterday, which involves her getting Billy's groceries with his car. The car was parked in an alley, where she saw writing on metal and "this whole thing starts floodin' in...this whole memory. I start to remember." She then screams, "It's me, Devon! It's me, Nikki!" Billy responds, "That doesn't make any sense. What is this, Sue?" Nikki continues screaming that she is Nikki and yells, "Look at me, you fucker!" Billy laughs mockingly at her.
The next day, She relives the scene she described to Billy. She walks toward her car in an alley with a bag of groceries. A doorway has the words “Axxon N” scrawled on it in chalk with an arrow pointing to an open door. Sue enters. There are a couple of light bulbs on the ceiling, but otherwise complete darkness. Eventually, there is nothing but darkness. Then a single flash of blue light.
She is transported back in time to the day of the first read-through for the film. She sees herself at the table with Devon, Kingsley and Freddie. Freddie spots her; she is the mysterious figure they saw. Devon goes to investigate. Unlike the last time the scene played out, Nikki has now vanished from the table. As she runs through the stage, she sees Smithy (who looks exactly like Piotrek) in a green coat inside a window of the set. She yells for "Billy," but Devon can’t hear her. She enters the set for Smithy’s house. She finds herself in the living room, even though the set for the front of the house is just a flat. When she tries to exit, she can’t—the door seems locked from the outside. She sees Devon outside the window, looking in, but he doesn’t see her. She yells for Billy again. The view outside the window shifts to Sue's front yard, then temporarily shifts back to the pitch-dark soundstage, then permanently back to the yard. She is now fully in the world of the film.
Sue's World[]
Susan Blue is a tough woman who has had a difficult life, and has a violent temper when provoked. Details of her past can be gleaned from the monologues she delivers to Mr. K. When she was fifteen, a man tried to rape her; she gouged his eye out and tore at his genitals. When he cried, she told him, "What a fuckin' man you are." She told the ambulance personnel that "he come to reapin' what he been sowin.'"
Later, she was living with a man while also having sex with other men "for drinks." The man she was living with got jealous and waited for her in the dark one night, then attacked her with a crowbar. She kicked him in the genitals, and he fell to the floor crying. One of the men she was seeing on the side, who had "a dick like a rhinoceros," told her about the town he grew up in and "the little girls he’d fucked." There was a chemical factory pumping “so much shit” into the air that people had weird dreams and saw things. A little girl claimed to see the end of the world with fire, smoke and blood rain, “the wailing and the gnashing of teeth.”
By the present, she is married to Smithy, a sullen man prone to angry outbursts. The two live a seemingly dreary existence, sleeping in the same bed but barely speaking to or acknowledging one another. Smithy periodically lurks around the house in a green coat, but tends not to let Sue seem him wearing it. Sue and Billy's affair appears to have ended at some point, leaving Sue despondent.
One night, Sue goes down a sparse hallway in her house to a room with a tall red lamp (it appears to be a storage room / office). The lamp dims to show her a glimpse of Billy, then surges and shorts out. A group of women, the Valley Girls, appear mysteriously in the darkness. They talk about a man whom they have all been with (they seem to be goading her about Billy); Sue cries. They then tell Sue that in the future she will be dreaming in a kind of sleep, and that when she opens her eyes, someone familiar will be there.
Sue covers her face. When she uncovers it, she is on a snowy Polish street, wearing the same clothes. Two of the Valley Girls, Lanni and Chelsi, act as her guides. They tell her "this is the street ... just down the way," and ask if she wants to see.
Sue then has a flash of the Axonn N. record spinning in black and white. This seems to be a sort of portal, through which the Lost Girl can communicate with Sue. The Lost Girl explains, in English, that if Sue wants to see, she needs to be wearing the watch, push a lit cigarette into the silk and twist, burning a hole, and then must fold the silk over and look through the hole.
Sue then has a strange out-of-body experience. She is back in the dark room at her house, but seems to be looking down on another version of herself, in daylight, looking upward in horror. When Sue fully returns to the dark room, Lanni and Chelsi pull aside the curtain to reveal the Polish street below.
One day, Sue decides to carry out the Lost Girl's instructions to "see." When she looks through the hole in the silk, the hands of the watch (previously stopped at 10:10) begin to fly quickly. She sees scenes from the lives of the Lost Girl, her husband, her lover, (who looks like Piotrek / Smithy), and the lover's wife.
Sue seems to befriend the Valley Girls, who continue to hang around her house. Their company seems to cheer her up and give her some sense of connection, as when the Girls discuss helping Kari recover from a recent breakup.
One night, while Smithy is berating Sue over dinner, she tells him she is pregnant. He seems displeased. Later, Sue gets out of bed in the middle of the night and tries to call Billy. On the other end of the line, we see that she has apparently reached the Rabbits' home. Jack listens but does not speak as Sue yells for Billy. The Rabbits studio audience mockingly laughs at her.
Over the following days, Sue repeatedly looks through the cigarette hole in the silk, seeing visions of her future self in Mr. K's office.
Sue and Smithy host a backyard party with hot dogs. Some of the Valley Girls attend, but they don't appear to recognize Sue. A ketchup bottle explodes all over Smithy’s white T-shirt and Sue sees the Lost Girl in the stain, wearing a black veil pulled back, praying over candles. She prays, in Polish, “Cast out this wicked dream that has seized my heart.” Several Polish-speaking men from a traveling circus show up and immediately make themselves very at home. Smithy cheerfully welcomes them; Sue has no idea who they are, and is confused. She is even further shocked when Smithy casually and with no explanation tells her he is leaving tour the Baltic region with the circus, to "take care for the animals."
Before Smithy left, he brutally beat Sue one night, telling her, "I'm not who you think I am," and saying that he knows for a fact that he cannot father children.
It is unclear if Sue ever saw Smithy again after he left. She at least heard from him, since she tells Mr. K some stories about the circus, and she knows about the Phantom and his sister.
At some point, Sue's son dies, presumably in utero.
Sue seems to become increasingly erratic. One night, she drives to Billy's house in Los Angeles, telling him, Sue: “Somethin’s wrong. Bad wrong.” She repeatedly professes her love for Billy in front of his wife Doris and their son, and asks, “Don’t you remember anything? How it was?” Doris slaps Sue every time she says she loves Billy, but Sue responds, “I don’t care. It’s somethin’ more.” A shot of Sue running toward camera with a hideously deformed smile may symbolize her descent into insanity.
One day, Sue is visited by a woman, credited as Visitor #2, who repeats Visitor #1's warnings about an "unpaid bill." “I come about an unpaid bill that needs paying.” Sue is confused. The Visitor asks if Sue knows the man who lives there (Smithy), then asks if she knows the man who lives next door, Krimp.
Sue walks to the neighbors’ backyard. Krimp emerges from behind a tree, with a light bulb in his mouth, and advances menacingly toward Sue. Sue has a flash of the Red Lamp when she sees the light bulb. She picks up a nearby screwdriver to keep Krimp at bay, and runs away. Sue becomes increasingly depressed, spending her days sitting around the house in her bathrobe, and sitting outside in a rainstorm.
Sue ends up as a prostitute on the streets of Los Angeles. She hangs out on Hollywood Boulevard with a group of seemingly homeless prostitutes, many of whom are addicted to drugs. Among them are some of the Valley Girls: Lori, Lanni, Chelsi and Dori. We see Sue sadly say, “I’m a whore,” then mockingly add, “Where am I? I’m afraid!” She then laughs hysterically. Her face is dirty, her mouth is bruised, and she has the initials "LB" written on her right hand in black, with a red line striking through them. There is a Band-Aid on her neck.
Walking down Hollywood Boulevard, Sue sees “Axxon N.” written on a door in chalk with an arrow pointing. Sue then looks across the street and sees herself across the street with the Valley Girls. The “other” Sue makes a mocking grin at her and laughs. Sue sees Doris walking toward her. Sue runs. She tries to get help from the Valley Girls, but they are too busy trying to score drugs. Sue bolts. She manages to talk her way into a club by telling the bouncer, “I know that girl! Carolina! I know Carolina!” Inside, a leads Sue to the red-curtained backstage area, where a woman in a red dress (Carolina) whispers something to her and points Sue's way upstairs. The woman seems to guide Sue's movements with her hand.
Sue goes upstairs. (Notably, we see this sequence play out twice in the film. When Sue saw the scene through the cigarette hole in the silk, a snowy Polish street was visible out the window as Sue ascended the stairs. This time, the window is gone.) In an office upstairs, she meets Mr. K, an unassuming man in a dingy office. She says she doesn’t really understand what she’s doing there, but she was told he could help her. She says, “I guess I’ll just tell you the thing.” She then launches into a story about a man she once knew who changed, or perhaps revealed what he really was. “It’s an old story,” she says, and says he was planning something with her in mind. She then goes off on a tangent, through a series of other lengthy reminiscences. Eventually, she wraps up by saying, “I don’t know what was before or after. I don’t know what happened first, and it’s kinda layin’ a mindfuck on me.” She says Smithy is hiding something. He was acting weird one night before he left, talking “foreign talk” and “tellin' loud fucking stories.”
Sue sadly says, “I figured one day I’d just wake up and find out what the hell yesterday was all about. I’m not too keen on thinkin’ about tomorrow, and today’s slippin’ by.” She says that after her son died, she went into a “bad time” watching everything go around her while she was standing in the middle, “like in a dark theater before they bring the lights up.” A phone rings. Mr. K lets it go for a long time, staring at Sue, but eventually gets up and goes to a back room to answer it. While he talks, Sue takes out the screwdriver she took from Krimp's yard. She overhears Mr. K says, "Hello? Yeah. She’s still here. I don’t think it will be too much longer now. Yeah. The horse to the well. Yeah. Yeah. He’s around here someplace, that’s for sure."
Sue leaves the office and the club, and rejoins the Valley Girls on Hollywood Blvd. Sue spots Doris across the street and frantically tries to tell the Girls someone is there, but they laugh at her. Sue reclaims her cool by saying, “Hey. Watch this move.” She snaps, slowly, repeatedly. The Girls join in with her once, snapping in unison, then leave Sue to continue snapping alone. Sue takes out her screwdriver and the Girls quickly disperse in different directions. Doris runs up, grabs the screwdriver from Sue, and stabs Sue in the stomach. Doris then runs away in horror. The Valley Girls run away screaming. Sue pulls the bloody screwdriver out and drops it on Dorothy Lamour’s star. She runs across the intersection of Hollywood and Vine, and collapses on the ground with three Street People. One says, “You dyin’, lady.” The Street People then continue the conversation they were having before Sue interrupted, about the bus to Pomona. Sue vomits a profuse amount of blood. The first Street Person tells her, “It's OK. You dyin’, is all.” She holds a lights a lighter in front of Sue’s eyes, and sends Sue off to death: “I'll show you the light now. It burns bright forever. No more blue tomorrows. You on high now, love.” Sue dies.
Nikki's World[]
The preceding was a scene being shot for On High in Blue Tomorrows. A Panavision camera pulls back; Kingsley calls "cut." The actors playing the Street People move out of the scene. Nikki remains lying still on the set. Kingsley leads a round of applause for her, and she eventually gets up and wanders off, in a traumatized state. She does not speak another word for the remainder of the film. A wardrobe assistant tries to put a white robe on her, but Nikki resists. Another woman stops Nikki to wipe her face clean, and puts a blue robe on her. Kingsley catches up to Nikki walks up and tells her she was wonderful, and hugs her. She does not respond, and wanders off. She walks out of the soundstage and sees other Paramount stages. Then she sees something else: she looks out of the Lost Girl's TV screen, and sees the Lost Girl.
Another Place[]
Nikki walks into a red-curtained area, which is inexplicably right outside of Stage 4. It turns into a cinema. Nikki has crossed over.
In the theater, she sees herself on screen, exactly as she is in this moment, standing in the theater. She then sees herself in Mr. K’s office talking about her son’s death, and saying her life was like a dark movie theater. The scene onscreen then changes to the future: Nikki walking toward the buearu in Sue’s bedroom. The scene then returns to the present: she sees Mr. K walking through the cinema. Nikki looks over and, indeed, sees him. He pauses at the bottom of a staircase to stare at her, then goes up. Nikki leaves the blue robe on a seat back and follows Mr. K upstairs.
Upstairs is a sparse, dark hallway. Nikki wanders around for awhile. A clock reads 12:09. She sees a door labeled “Axxon N.” She goes inside; it’s Sue’s home. She walks to the bureau in the bedroom and opens the drawer (as she saw herself do on screen). Inside the drawer is the pistol that Marek gave Smithy, on top of Smithy’s green coat. Nikki exits back to the dark hallway. The time is now 12:13. The Phantom stalks down the hallway behind her. Nikki enters a green hallway, sparsely lit with wall lights. She sees Room 47. The Phantom approaches. She fires the gun several times. At first, he seems only to smile, although his face is bathed in a white spotlight and he stops moving. He then suddenly has a deformed version of Sue’s face, looking insane, on the inflated surface of his head. Then he has a strange deformed sick-looking clown face, with black eyes and blood pouring out of the red mouth.
The door to the Rabbits' home opens, and a bright light pours in. The Rabbits all look. Nikki walks inside Room 47 and enters the Rabbits' now-empty home. In the hallway outside of the Lost Girl's room, Lori and Lanni run joyously hand in hand. The Lost Girl sees them on TV, then sees herself on TV. Nikki enters the room, and kisses the Lost Girl. Having freed the Lost Girl and allowed her to reunite with her lover and her child, Nikki disappears.
Nikki reappears in the Rabbits’ house. The studio audience applauds for her. A dancing ballerina is superimposed over her as she is bathed in beautiful light. It is coming from a film projector pointing directly at her, possibly projecting her image. She smiles joyously.
Nikki sits in her home with Visitor #1. She looks over at the couch where she was sitting when she got the role, and sees herself smiling, wearing a blue gown.
End Credits[]
Over the end credits, the marine’s sister, Niko and her monkey, Laura Harring, Nastassja Kinski, a wood-sawing lumberjack, a trainyard worker, a teacher, an archaeologist, and the Valley Girls are all in Nikki's home, while a dancer lip syncs Nina Simone's "Sinnerman" and a group of others dancers dance behind her. Nikki sits next to Nastassja Kinski; Nikki and Laura Harring blow kisses at one another. Nikki seems extremely happy.
More Things That Happened (Deleted Scenes)[]
Sue's Past[]
- See says that she was 41 in 1960. She’s freaked out because she "lost a bunch of years." She figures she might be older, but that’s as near as she can figure.
- Sue says the lamp with the red shade has always been with her. It’s from her mom’s side of the family. Her mom changed the shade to the red one; it used to be a floral print. Sue saw a black and white picture of the floral shade. It was a "really weird picture," with a man’s hairy arm on the edge. Sue asked her mother if that was her daddy. “No, dear, that ain’t your daddy there.” The picture bothers Sue: she keeps "wondering who the fuck was hanging around our house.”
- She says her mother couldn’t sleep, so stayed up drinking and reading magazines all night, then got "real fucked-up" taking pills to stay awake at work. She worked in a factory putting the prongs into corn cob holders. One day she was exhausted and got her hand caught in a press, which snipped it right off.
The Phantom Torments Nikki[]
This lengthy sequence demonstrates more back-and-forth fluidity between Nikki and Sue's worlds, as opposed to the film, where Nikki seems to fully become Sue for the middle portion of the story.
A light flashes on above a door in Sue's living room. Sue walks out of the bedroom and walks through the door. Inside is a dark hallway with a red light at the end. She walks toward it. There are suddenly bright flashes of light, and a glimpse of a film projector seen from the front. Then Sue is in her front yard, with the flashing bursts of light still occurring. She does not recognize the street. She goes back inside. Despite the fact that Sue's house looks exactly as it should, she insists to Mr. K while recounting the experience that she was not in her house; she was in "some other place." Suddenly, Sue becomes Nikki, in her house walking downstairs and across the living room apprehensively. She then seems to be transported to Poland, wearing the same outside she wore at home. Then, she is back home again. She goes upstairs, and peers into a bedroom to find herself lying on the floor wearing sunglasses, with the phone off the hook and lying near her head. Devon is on the line; the disembodied voice of the Phantom speaks to her in Polish, which she seems to understand.
Nikki insists that she didn't kill anybody, and says she has "never been there." The Phantom repeatedly goads her, asking if she is sure. Devon is confused and disturbed by Nikki's ramblings. Nikki brings up “last night,” and Devon asks, "What about it?" The Phantom says, "It could have destroyed a dream, right?" Nikki begs the Phantom to tell her where he is, then begs Devon to see her. She begins masturbating. Devon says it's late, then adds, "Maybe we met at the wrong time." Nikki says, "I didn’t mean to meet you. I didn’t mean to meet anybody like you." Nikki says she can't sleep anymore. The Phantom whispers, “It wasn’t me… Maybe I fucked you a few times…” Nikki repeatedly demands that Devon tell her the truth. The "other" Nikki is standing and laughing outside the bedroom. Nikki on the floor screams, “Will you stop fucking with me? Stop it!”
Other Scenes[]
- Smithy takes multiple strange late-night trips out of the house, once claiming, "I wonder what I was thinking," when Sue asked where he was going at 11:30pm.
- Sue's doctor told her she should quit her job due to the pregnancy.
- Sue tells Mr. K that Smithy took something hidden out of the bureau drawer one night, then got into bed and turned off the light. Sue says she asked if something was wrong, then said his name, "but she couldn’t hear nothin’." (Presumably, he took either the gun or the green coat).
- Sue tells Mr. K, “That guy…he’s been comin’ round. It’s like it was. You know what. Sellin’ watches again."
- Nikki’s friend sits in Nikki’s house speaking to her. She tells Nikki about a night recently where she met a married man named Billy in a bar and went to the Harriston hotel to have sex with him, but when she got inside, she did not recognize the place at all. Nikki seems disturbed.
- Sue reveals more about her post-Smithy life to Mr. K. She's living with her sister and her sister's "fuckface" third husband, "Kiddo." Kiddo insisted that Sue have her own (tiny, moldy) shelf at the bottom of the fridge to make sure she won't eat Kiddo's food. She sleeps in a back room with removable walls, that becomes a screened-in porch in summer. There are "a million" black widow spiders crawling around their eggs behind the walls. Sue likes to eat ice cream around 10:30 or 11pm, but has to get it as late in the day as possible, because it melts on her shelf. Kiddo came in one morning and made a pass at Sue while she was lying in bed. She told him that he ever even thought about it again, she'd cut off his head and leave his severed penis on her "shit shelf in the fridge" with a tell-all note to her sister.
Trivia[]
- Sue and Smithy's house number is 1358. On set, as seen in the Lynch documentary, Lynch and Dern referred to Smithy's house as "the Valley house," likely placing its location in the San Fernando Valley (the same area where Pete Dayton and his parents lived in Lost Highway).
- In addition to playing Nikki/Sue, Laura Dern acted as co-producer on the film.
- This was Laura Dern's fourth project with David Lynch, having previously appeared in Blue Velvet (as Sandy Williams), Wild at Heart (in the lead role of Lula Pace Fortune), and Industrial Symphony No. 1 (as "the Heartbroken Woman," a reprisal of Lula, in prerecorded footage for Lynch's stage play). She subsequently appeared in Twin Peaks: The Return in the pivotal role of Diane Evans, the mythical unseen "Diane" to whom Dale Cooper narrated his audiotapes during the original run of the series.
- The monologue in Mr. K's office was the first scene scripted and filmed. Dern had recently moved to Lynch's neighborhood, and they ran into each other one day and decided to do a project. Lynch wrote a fourteen-page monologue, which led to seventy minutes of footage. The initial plan had been to release it on DavidLynch.com as a short, but Lynch decided it was too good, and held the kernel of more ideas. He and Dern then continued shooting scenes as inspiration struck. (Source: Catching the Big Fish, David Lynch, 2006, Penguin Group, p. 141.)
- In the deleted scenes, Sue is disturbed by a photo with a man's hairy arm poking in at the side. In Lynch's prior film, Mulholland Drive, a man simply credited as "Hairy Arm Man" answers a mysterious phone; only his arm is ever seen in the film.