“Terms of Endearment” Turns 40: Director James L. Brooks on Casting Drama and the ‘Stormy’ Set (Exclusive)

James L. Brooks remembers Burt Reynolds dropping out of the movie and the tension between stars Debra Winger and Shirley MacLaine

Terms of Endearment, which premiered 40 years ago this month, remains one of the most memorable films of the past several decades.

To some, it’s a classic tearjerker, the cinematic equivalent of comfort food. To others, it’s an Oscar-winning masterpiece with a stellar cast including Shirley MacLaine, 89, and Jack Nicholson, 86. To film buffs, it’s a source of delicious Hollywood gossip, which has only grown more legendary over time.

Based on the 1975 novel of the same name by Larry McMurtry, Terms stars MacLaine as Aurora Greenway, a wealthy Texas widow who has a challenging relationship with her rebellious daughter Emma (Debra Winger).

Over the course of the film—which also stars Jeff Daniels, Danny DeVito, John Lithgow and Nicholson as Aurora’s aging lothario love interest Garett Breedlove—the women fight hard. They also love hard, especially after Emma is diagnosed with terminal cancer.

The tension on screen between mother and daughter was echoed behind the scenes: MacLaine and Winger did not hit it off. “I don't know whether feud is the word. It was very alive. It was stormy,” director James L. Brooks recalls now of the atmosphere.

He wouldn’t, however, change a thing about the making of the movie. “That many actors hitting it out of the ballpark was extraordinary,” says Brooks, who also adapted the screenplay from McMurtry’s novel.

The film was nominated for 11 Oscars and won five: best picture, best director, best adapted screenplay, best actress (MacLaine) and best supporting actor (Nicholson).

Ahead of the movie’s 40th anniversary, Brooks shares more memories with PEOPLE.

Brooks met with many actresses to find the perfect Aurora Greenway.

Before casting MacLaine as the family matriarch, Brooks talked with other powerhouses including Louise Fletcher, who’d won an Oscar for One Flew Over the Cuckoo’s Nest, and The Graduate’s Anne Bancoft.

“The truth is that I spent maybe two months talking to great American actresses past 50, and it was fantastic. I'll just never have a time like that again. Then, when I was with Shirley, it became clear that she was the one,” says Brooks.

“Historically, she has one of the greatest careers of any American actress. Drama is her friend, of course, but she has a comedy sense,” he continues.

Related: Shirley MacLaine's Life in Photos

“I remember that I went to see her at her apartment, and at a certain point, we just fell silent,” says Brooks. “I just had tremendous regard for her, and we were standing, and suddenly it was odd. She said, ‘This could be important,’ and it was like a moment.”

Burt Reynolds was originally cast as Garrett Breedlove.

Though it may be hard to imagine anyone but Nicholson playing the boozy, retired astronaut who romances Aurora, Brooks originally sought out Burt Reynolds.

“I couldn't get the movie made,” remembers the director. “And he was the number one box office star, and I had worked with him on Starting Over [the 1979 movie Brooks cowrote]. I offered him the part, and I got financing because he said yes.”

Then Reynolds’ press agent called and said to Brooks, “‘Burt decided to do another movie, but he wants you to know he loves you.’"

Asked about rumors from the time that Reynolds insisted on wearing his toupee if he were to play Breedlove, Brooks says, “That sounds right.”

Related: Jack Nicholson's Life and Career in Photos

Nicholson gave Brooks pointers on directing.

Nicholson came on board after Winger got him to read the script, according to Brooks. He wasn’t just an actor—Nicholson became somewhat of an advisor, offering unsolicited pointers to Brooks.

“At the end of the day, you're just sweating bullets just getting through the day,” says Brooks, who recalls how Nicholson would approach him saying, "You want to know the best direction you gave today? You want to know the worst direction you gave today?"

While some directors may have bristled at getting feedback from a star, Brooks didn’t mind hearing from one of the greatest actors of his generation. “It was just so great,” he says. “I am in love with the guy. America's in love with the guy. He's a lovable guy.”

Brooks and Winger didn’t always get along.

According to a PEOPLE article from 1984 published shortly after the movie debuted, Winger “persistently challenged the cool of director Jim Brooks.”

Nicholson told PEOPLE at the time he saw Winger say “I hate you” to Brooks”: "Many arguments into the film, Brooks and Winger went out and did a shot during which the discussion rose to the pitch of Debra saying, 'Jim, I hate you.' What was wild was Jim's response: 'Okay, over here for the close-up.' He was going to get through it no matter what happened."

While Brooks says now he does not recall that exact incident, he does admit the pair had “stormy moments.” Four decades later, all is well between the two, he adds.

Stories of bad blood between Winger and MacLaine were not overblown.

Winger and MacLaine did not become fast friends when they met on set. “Debra Winger? I didn’t know the name,” MacLaine told PEOPLE in 1984. "I didn't know who she was."

They were only about twenty years apart in age, but lightyears away in terms of style and temperament. The bold and outspoken Winger was newer to the Hollywood scene; Maclaine, more restrained, was established show business royalty.

"To see how my character would feel I was wearing all my leftover movie-star fur coats," MacLaine told PEOPLE. "There was Debra dressed in combat boots and a miniskirt… I thought, 'Oh my goodness.'"

MacLaine wrote about their tension in her 1995 memoir My Lucky Stars, claiming that Winger yelled at her—and worse. During one tense moment between the women, MacLaine claimed Winger, “turned around, walked away from me, lifted her skirt slightly, looked over her shoulder, bent over, and farted in my face."

Brooks says their relationship "never got in the way [of the movie], and as a matter of fact, you don't want to change that. Something in that atmosphere—I was recipient of a lot of great performances, and so you don't want to change any element of that.”

Both MacLaine and Winger were nominated for best actress at the following year’s Oscars. MacLaine won—and got the last word in her victory speech. “I deserve this,” she famously said from the stage.

Terms of Endearment will be available Tuesday on 4K Ultra HD as part of the Paramount Presents line.

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