In Woody Allen’s career that’s spanned five decades, September is one of the most hectic shoots he ever had to work on. The story of the shoot isn’t very well known, as it doesn’t involve enough sex, drugs and tragedy to be an E! True Hollywood Story, but you’ll be hard pressed to find a story of a major motion picture shoot quite like it.

In 1987, Woody Allen had a big concept for a film. He wanted to create a movie that felt like a genuine “play on film.” Thus, he decided to make September with a small, nine person cast, a single shooting location and limited use of cuts and camera effects.

Allen had always wanted to do a “chamber piece,” a film involving a small cast and one location, he saw September as his chance to do so. He wrote the film with intentions to shoot the film at the Connecticut country house of his then-wife Mia Farrow. Yet Allen didn’t finish his screenplay in time, for when he was ready to shoot it was already winter and obviously, the film took place in September. So Allen began production on a soundstage at Kaufman Astoria Studios in New York City.

Allen shot two or three radically different versions of every scene. Yet in the middle of the shoot Christopher Walken came to the conclusion that he was wrong for the part he had been cast to play, thus he left the project. Allen replaced him with Award winning actor and playwright Sam Shepard. After the film was in the can, Allen started the editing process. Yet soon realized he absolutely detested the resulting film.

Allen was just coming off his biggest commercial success of all-time, Hannah and Her Sisters, thus he was in the good graces of big studio Hollywood, who have always put out Allen’s small films, which in themselves are always a far cry from typical Hollywood fare. So the studio let Allen do a complete do over of September! Thus Allen returned to Kaufman Astoria Studios to shoot the film again. This time with many cast members replaced...without the actors knowing they had been replaced. Maureen O'Sullivan was replaced by Elaine Stritch, Charles Durning was replaced by Denholm Elliott and Sam Shepard was replaced by Sam Waterston, making Waterson the third actor to play the part of Peter during the film’s production. Shepard was very open to how he felt Allen couldn’t work well with actors, despite the fact that he had given many actors their starts and directed many to Academy Award nominations and wins. The other six actors, whom included Dianne Wiest (fresh off an Academy Award win for Hannah and Her Sisters), Mia Farrow, Rosemary Harris, Ira Wheeler and Jack Warden, came back to shoot the film over again.

After the film wrapped again with its inflated $10 million dollar budget (it isn’t known if that was the original budget or if Allen had to ask for more) and the film way behind schedule, Allen apparently detested the film still. He had great anticipation for this project and wanted to do it right and was planning on a third go-round, but the distributor Orion Pictures denied Allen and released the second version of the film.

The film was released on December 18th, 1987 in prime Academy Award season. Yet September went down as the biggest Woody Allen flop of all time, earning making a paltry $486,434 in the U.S. and not faring much better overseas. Luckily, Allen had released Radio Days eleven months prior, which went on to be nominated for two Academy Awards including a Best Original Screenplay nomination for Allen. Years later, as Allen has earned more Academy Award nominations and continues to make movies (to criticism from some, who believe he’s done all he could do), September remains the lowest watermark in his career.

But man does that production tale make for a great story.