Warren Beatty wanted to make this movie all the way back in 1975. In 1980, United Artists became interested in financing and distributing the movie, getting James Bond and Superman writer Tom Mankiewicz to start the script. However, the deal fell through when Chester Gould, creator of the comic strip, pushed for a heavy hand in financial and creative matters.

Spielberg and John Landis were considered to direct at one point at Universal, with Clint Eastwood, Harrison Ford, Richard Gere, Tom Selleck and Mel Gibson all considered for the starring role.

After the incident on the set of The Twilight Zone: The Movie, Landis left the project and Walter Hill came on with Joel Silver producing. They approached Beatty to be the star. Sets were even built, but Beatty had creative issues with Hill, who wanted a violent and realistic film. However, the star was a big fan of the comic strip and wanted a stylized version of a comic book, plus a $5 million dollar salary and 15% of the gross.

Beatty finally got a deal with Disney that enabled him to produce, direct and star in the film. Disney greenlit Dick Tracy in 1988 with the rules that Beatty — who was notorious for going overbudget — stay within a $25 million dollar budget.

That didn’t happen, as once filming started, costs went up to $46.5 million and an additional $48.1 million in advertising. The movie made back $162.7 million, so it did make back the investment.

This is one of the last American blockbusters to use no CGI. Instead, the design team of production designer Richard Sylbert, set decorator Rick Simpson, cinematographer Vittorio Storaro, visual effects supervisors Michael Lloyd and Harrison Ellenshaw, prosthetic makeup designers John Caglione, Jr. and Doug Drexler, and costume designer Milena Canonero used a combination of matte paintings and incredibly detailed makeup. They also limited themselves to just seven colors and never move the camera. Everything is in frame, as if it’s a comic book panel. Plus, it features some of the most elaborate scene paintings ever made.

That said — it’s the first movie to use digital audio.

As for the film itself, it’s nearly a spot the actor game just as much as it is a story. Tracy (Beatty) is up against “Big Boy” Caprice (Al Pacino), a crime boss who our hero has been after for years, as well as an army of all of Tracy’s bad guys from the strip.

Plus, there’s Breathless Mahoney (Madonna), who keeps coming between Tracy and his true love, the unironically named Tess Trueheart. Oh yeah — and then there’s The Kid, a child who no one wants and that Tracy starts taking care of.

If you love character actors, this movie is for you. There’ Seymour Cassel as Sam Catchem, Michael J. Pollard as Big Bailey, Charles Durning as the chief, Dick Van Dyke as the district attorney and even Kathy Bates as a court stenographer. Even Mary Woronov shows up as a child welfare agent!

The bad guys are Dustin Hoffman as Mumbles, William Forsythe as Flattop, Ed O’Ross as Itchy, Mandy Patinkin as 88 Keys, James Tolkan as Numbers, Henry Silva as Influence, Paul Sorvino as Lips Manlis, R.G. Armstrong as Pruneface, James Caan as Spud Spaldoni and there are quite literally so many other bad guys that I’ve forgotten over the years that Catherine O’Hara plays Texie Garcia.

There’s also The Blank, a mysterious villain who looks like something right out of Blood and Black Lace.

Disney had hoped that Dick Tracy would become a successful franchise, but its disappointing box office performance halted those plans. It made money — but not enough money for the effort.

As these things happen, lawsuits followed. Executive producers Art Linson and Floyd Mutrux sued Beatty shortly after the release of the film, as they claimed that they were owed profit participation.

Beatty was the person who had actually purchased the Dick Tracy film and television rights in 1985 from Tribune Media Services before taking the project to Disney. According to Beatty, in 2002, Tribune attempted to reclaim the rights and notified Disney. They just never told him or followed their agreement.

To lock up the rights even further, Beatty hired cinematographer Emmanuel Lubezki and film critic Leonard Maltin to make the 2008 Dick Tracy TV Special for Turner Classic Movies. This bonkers effort features Beatty as Tracy in a retrospective interview with Maltin. That’s right — Beatty is in character for the entire special. When asked if Beatty will make a sequel, Dick Tracy tells Maltin to ask him himself.

Even stranger, this special has only aired once, as if it were a legal announcement. Well, that’s because it was.

I love this movie. It’s completely unlike any other film ever made and just looks so strange as a result. Beatty is also crazy — this has been confirmed by many people who worked on this, like Danny Elfman — but the results are so good.