Going All In: An Oral History of ‘Rounders’

“Listen, here’s the thing. If you can’t spot the sucker in your first half hour at the table, then you are the sucker.”

When Brian Koppelman was an 8-year-old playing in his first five-card draw game, his sleepaway camp bunkmates cleaned him out. That day, he parted ways with his entire canteen stash: a cool $30. The experience was formative.

“I lost, and I was like, ‘I want to learn to get good at this game,’” Koppelman, 52, said recently. When the summer ended, he asked his father Charles, who kept a wheel of clay chips in his Long Island home office, to teach him how to play cards.

By the time Koppelman met David Levien on a teen tour of the North American West, the seeds of the former’s poker obsession had long since been planted. The two became best friends and while attending separate colleges, spent countless hours on the phone trading movie, book, and music recommendations. After graduation, their career paths diverged. Koppelman thrived as a record-company A&R man; Levien gradually worked his way up in the film industry. But by the 1990s, both were feeling professionally unfulfilled.

Years before, they’d resolved to cowrite a screenplay. “It didn’t pan out and we lived our lives,” Levien, 50, said. Eventually, the idea of collaborating crept back into their heads. After Levien “pulled the rip cord” and moved from Los Angeles to New York, the buddies began to conceive Rounders. Released 20 years ago this month, the drama pushed high-stakes poker, then very much still an underground pastime, up into the mainstream. The jargon-filled script, which naturally opens with its protagonist losing his hard-earned $30,000 bankroll to Russian gangster Teddy KGB in a single hand of no-limit Texas hold ’em, was, in the words of associate producer Tracy Falco, “actor bait.”

“It was the rare kind of a thing, just fully formed,” said Edward Norton, who plays the main character’s closest pal, a degenerate named Worm. “You’re salivating to say the lines.”

The picture didn’t merely introduce the world to a new language. It helped usher in the poker boom. Chris Moneymaker, who in 2003 shockingly transformed from an unknown amateur to a World Series of Poker Main Event bracelet winner, has credited Rounders with leading him to pick up hold ’em. Among modern pros, it remains an uneclipsed cult classic. “That’s our movie,” said Daniel Negreanu, a two-time WSOP Player of the Year.

To come together, Rounders needed more than just two first-time screenwriters who knew they were good enough to sit at the Hollywood poker table. It wouldn’t have worked without the sharp eye of a young development executive, a profoundly talented cast, a lead actor who happened to turn into a star during production, and boxes upon boxes of Oreo cookies.

Part I: “We Gotta Write About This World”

David Levien (cowriter): I was bartending. I had just finished a novel. [Brian] had just had [his] first child and realized that as much as he loved music, the business aspect was starting to stifle him and he wanted to be a creative person.

Brian Koppelman (cowriter): I was at a life crisis point because I felt like if I didn’t find a way to break through and become a writer something inside of me would die and it would become toxic. I’ve said this before, but it’s true, and I felt like the toxicity would spread onto my family. And I really didn’t want to be the kind of father who would be bitter and angry. I wanted to become the kind of father who would say to his kids, “Be whatever you want.”

Levien: He came over to my bar and he was like, “I want to bust out. I want to write. I want to write something. I want to write a screenplay.” And I was like, “You want to write one together? I’ve read a million of these things. Let’s do it.” And he’s like, “Let’s do it. Let’s make a really serious commitment to writing it.” And then we’re like, “Well what are we gonna write about?” And it was one of those things where the world delivers what you’re looking for.

Koppelman: I know when I [first] went into a poker club. It was December 15, 1995. Because bizarrely, two years later to the day we started filming Rounders.

Jonathan “Shecky Green” Shecter (cofounder, The Source): Brian was doing his record-company thing. And we were friends. And we had this interest in poker. I remember sometimes we would spend a few hours in his office in the middle of the day playing poker together, just heads up.

Koppelman: Pete [Ganbarg], who’s a head of A&R, who has a huge record-business job, and Scott [Byron], who went on to be one of the main guys at PokerStars and Full Tilt, they told me about the Mayfair.

Shecter: On 25th between Park and Madison.

Levien: It wasn’t a home game and it wasn’t a legal casino. Professional poker players playing in an illegal setting in New York. It was so fucking cool.

Shecter: I initially started playing in other parts of New York, deep in Brooklyn, in these Russian sort of mob places, including at one point, in a synagogue, if you can believe it. My first underground poker game was inside the back room of a Russian synagogue. I remember it was near Avenue X. Then somebody told me about the Mayfair and brought me down there. Comparatively speaking it was a very upscale place. First of all, it was in Manhattan. It was in what they called the Midtown South district, which was famous for many vices being allowed to happen.

Edward Norton (Worm): Now this shit is all organized. It doesn’t have quite the same illicit feel. At the Mayfair, the girls at the desk and the servers, they all wore the panic buttons around their neck. The word was that they were wired to the precinct in case someone came [to bust the club]. Because there was a lot of money in the room sometimes. And it was kind of like, “Wait, how can they be wired to the precinct?” Well, it’s a private club, so it’s not illegal*. Technically. It’s not a casino, it’s a members club.

*The Mayfair shut down in 2000.

Shecter: There’s some kind of vetting process. You sort of have to be approved. And I think you kind of get to play once or twice to make sure that you’re a legit player. Not necessarily that you’re a good player, but that you’re not a cheater. And that you’re also not a cop or some kind of negative entity that’s gonna disrupt the place.

Norton: It’s just one of those things, short of hanging out with gangsters, which you don’t really want to do, it was like about as much fun on the edges as you could have without being stupid.

Koppelman: I walked into the Mayfair Club and met Joel Bagels that night.

Shecter: Joel Bagels was probably in his mid-40s when I met him. He got his name because he had a bagel delivery route. He would play poker all night and then he would leave at like six in the morning and go get in his truck and deliver bagels in different parts of the city. And that just gives you a sense of the kind of guy he was. … His personality was a huge influence on me. I spent a lot of time telling Brian about this guy. Because he was like, I don’t want to say a father figure, because it was more like an older brother figure for me. He was a guy with a very clear philosophy about poker. And his philosophy was he was a grinder. He was never a guy that was ever gonna play big.

Koppelman: We renamed him Joey Knish in the movie.

Shecter: Brian was a very aggressive poker player. The kind of player that everyone loves to play against. Because he was playing every pot, almost, and playing to the end, throwing money around. That’s the thing everyone wants, especially in a place like that. Typically the regulars are gonna be much more conservative. They’re gonna be picking their spots and being more coy and canny in their strategy. Brian was not that. Brian was playing a hundred miles an hour. And everyone loved him.

Levien: He called me at three in the morning and goes, “I just lost $750. It was amazing! You gotta come see this place. These people, the way they talk.”

Koppelman: I called him in the middle of the night and said, “We gotta write about this world.” ... He, being the smartest person I knew at the time, said, “But what’s [the story] gonna be about? Who are the characters? The setting is amazing.” And it was perfect because we had already realized we wanted to write about a character like Worm and a friend of his. We just didn’t know where to put them.

Levien: Nights we would meet up late and go down there to play poker, and that was like the research part.

Koppelman: My memory is that we put in a couple weeks of dedicated, “Let’s go every night and write down everything we hear.”

Levien: We didn’t openly start pulling out notes. But occasionally if I would go out of a hand, I would scribble something down under the table because I didn’t want to miss it. And it was an amazing time. It was a time when if you read Doyle Brunson’s Super System and How to Play Winning Poker and like two other books you had a huge edge, which was very fun. Now, I mean, if that’s all you’ve read, that’s just enough to get you completely destroyed.

Koppelman: The final night, I remember I think you [Levien] turned to me and said, “We’re ready now. We have enough of this stuff.”

Levien: We would meet in the mornings from 8 to 10 before he went to work to do the sort of writing parts.

Koppelman: It was a little storage unit.

Levien: In the basement of his apartment building.

Koppelman: It was this tiny little room. It had a slop sink in it, a real old-fashioned slop sink, a very small desk that had no room at it. I was smoking sometimes these Schimmel Pennicks, tiny cigars, as we were writing. I was just trying to get out of my own head. And the two hours we would write I know we felt more alive than any other time of the workday.

Levien: We were trying to entertain each other and crack each other up.

Koppelman: I found a dictionary of old poker terms. And I remember like reading it over and over, trying to incorporate it. People ask about that language. Because one of the things that happened in that basement is we invented a language, right? We invented a language that wasn’t spoken in poker rooms. Nobody walked into a poker room and said, “Gimme three stacks of high society.” I remember us finding that in this book. That that was an archaic term, and using it. And the notion of calling them checks, not chips. “You’re sitting the apple.” Nobody said that, about the top game. That was a legitimate term for a top game, it was just a term used a long time ago by a select group of people.

Levien: We didn’t want to explain language and dialogue. We thought [voice-over] would be a perfect tool because it’s very internal. These guys are sitting there looking at each other thinking. You can’t see the cards. We needed a way to open up what their thought process was.

Koppelman: “Three stacks of high society” was the last thing we wrote in the script. That was “Three big dimes. Gimme three big dimes.” That was sports betting lingo. And it kept bothering us, and kept bothering us, and the script wasn’t finished until we found “high society.”

Levien: The day we finished the screenplay I remember going back to my apartment and seeing an announcement in Variety that [Al] Pacino and [David] Mamet were going to redo The Cincinnati Kid.

Koppelman: It was a sequel to The Cincinnati Kid.

Levien: And we were like, “Oh my God, we just worked for so long on this and our thing is just dead, dead, dead.” Which was a great lesson, because that movie never happened. And ours found its way. But around that time I had signed on with a young literary manager in L.A. and he was getting ready to take my first book out. And he’d only sold like one thing before that. And I said, “My friend and I just finished this screenplay, you want to look at it?” I sent it to him and he was like, “I can sell this first.” He goes, “This’ll sell faster.” He was very confident. His name is Seth Jaret.

Tracy Falco (associate producer): Their manager at the time, who was pretty young, didn’t have a lot of clients, and my first roommate in Los Angeles was really close with him and she called me and said, “Can you read this script, Rounders? I know it’s been sitting on your desk for a while. Seth would really appreciate it if you gave it a read for Ted Demme.” And so I did.

Joel Stillerman (producer): Tracy was running development for [Ted Demme and Stillerman’s production company] Spanky Pictures.

Falco: At the time, I was 27 years old. I didn’t know anything about poker and it didn’t get me distracted at all from what the story of the movie was.

Stillerman: None of us ever had a moment where we thought like, “Oh my God, we gotta dial back this talk about flopping the nut straight,” and stuff like that. Because the rest of the movie was working so well on the page.

Falco: I felt it was so authentic that regardless of what I know about the truth of poker and how the game was played, it read like the writers had definitely had inside knowledge of the game. And the story itself held up regardless of what the backdrop was. So I gave it to Ted and his partner Joel Stillerman.

Stillerman: She had amazing taste. And she was out doing what she was supposed to be doing, which is shaking the trees.

Levien: Somehow after years of no poker screenplays in the world, there were like four that went out.

Falco: There were a couple of poker scripts, and we looked at the competitive projects, but nothing was as insider as what this was.

Stillerman: This is a young cash-strapped Spanky Pictures that we’re talking about. So we actually never bought the script. We said to the manager at the time, “We really like this, we’d like to try and set it up.” We had a deal at New Line Cinema at the time. … And they actually liked the script, but the truth is, and I say this with great respect, particularly for [then New Line president] Mike De Luca, they blinked and didn’t jump at it. And we had a clause in the deal that allowed us to designate certain projects as having a sense of urgency.

Which is to say we could basically say to them on a certain number of projects, “We need to get an answer in 24 hours,” because we didn’t want to lose this thing. We basically put them on a short clock. They didn’t jump at it. We had a phenomenal relationship with Miramax* from Beautiful Girls, [which] Ted [Demme directed]. We thought they would be the absolute right place for it if New Line wasn’t interested.

*More than 80 women have accused Miramax co-founder Harvey Weinstein of sexually harassing or assaulting them. In May, he was charged with first-degree and third-degree rape and a first-degree criminal sexual act in a second case.

Levien: Once Miramax bought it, things happened pretty quickly.

Koppelman: March 3, 1997. I didn’t need to look that up. I know when that sold.

Levien: That was an unbelievable day.

Koppelman: We knew we had the beginnings of the possibility of a career.

Part II: “The Thing Instantly Has a Gravitational Pull”

Unlike most new screenwriters, Koppelman and Levien were fortunate enough to be involved in both choosing a director and casting their film.

Koppelman: Because of the years in those poker rooms, and all the books we’ve read, and our contacts, we were the only ones that understood all the shit in the movie.

Levien: A lot of times you sell something as a writer and then everybody else takes it over and you’re kind of like, watching it all happen. Teddy and Joel were really cool. They lived in New York and they sort of kept us in the loop.

Koppelman: The arcana of the thing played to our advantage in a way. It made us necessary to the process.

Levien: Somehow we became aware of this piece of information where there was this little list of a few directors that Miramax wanted to make a movie with. And John Dahl was on that list. We were huge fans of John Dahl’s. We’d watched his early movies [Red Rock West, The Last Seduction]. That was a guy who never got a bad review on his early movies. He was lauded as the new Hitchcock. ... We signed with our agency and the same agency repped John Dahl, and we said, “Get us a meeting with John.”

Koppelman: “Send John Dahl the script, and if he likes it, we will stay in L.A. until he’ll meet with us.” I was 30 and David was 28 or 29 and we didn’t care. No one cared about the protocol of it. No one stopped to say, “Well you can’t offer the director the movie. You’re not the producers or the studio.” We just said, “Get us in a room with this guy.”

John Dahl (director): I’m not a card player but I love sports movies. I read the script and I said, “This is kind of like a sports movie but it’s with cards.” I knew nothing about cards. To me, playing cards was getting a box of pizza, having some drinks, and smoking cigars with my brother and his friends, and losing 40 bucks playing poker. The fact that there was this whole inside world, I found really fascinating.

Koppelman: It’s so Hollywood. We met at the Mondrian Hotel, downstairs in the lobby.

Dahl: These two old friends are like finishing each other’s sentences. And just had such a feel.

Koppelman: He shook our hands and said, “I’ll make the movie with you guys.” At the time, the producers didn’t even know we were having the meeting. Only the agents and the two of us knew. And I remember John left and we went up to the room and we called the producers and we said, “We got John Dahl to direct the movie.” And they said, “What are you talking about?”

Dahl: I loved the fact that it was so inside poker. I remember some of the conversations with Miramax. “We can’t use some of this language because nobody’s gonna understand it.” And my argument to them was, “When you do a medical show, you don’t dumb down the language so that everybody understands what’s happening in an operating room.”

Koppelman: Miramax was trying to get John to direct a Michael Keaton movie. And John was supposed to answer them on Monday. And on Monday he said, “I’m doing Rounders.” … The first day we shot Rounders, Michael Keaton happened to be in New York shooting something else. And we get a call out of the blue from either Michael Keaton’s assistant or representative. “He wants to meet you.” And we said, “Why?” We go meet him and he goes, “I just wanted to meet the guys whose script beat me out.” That’s 100 percent true. He was a hero of ours, so it was amazing.

From the outset, the studio had someone in mind for Mike McDermott, the working-class New York City law student whose true ambition, to the chagrin of several people in his life, is winning the World Series of Poker.

Falco: Miramax was really pushing this kid named Matt Damon. We were like, “Who?” Good Will Hunting hadn’t come out yet.

Stillerman: They knew it was gonna blow up, and they knew Matt was gonna blow up, and they wanted to have him in another movie before the world decided that he was the next big thing.

Dahl: I went to the video store and rented some movies that he was in. And they sent me a clip from Good Will Hunting. They sent me a scene with Robin Williams. And it was brilliant, I thought. I said, “Great, I’d love to do this movie with this guy nobody has ever heard of.”

Koppelman: We go to L.A. for another trip and the movie’s supposed to start in like four months or something and prep has just started. This is before we went out and met Edward. So we go to Hollywood Park to go play poker and while at the table, someone there starts talking about movies or something. I say, “I just wrote a movie that is a poker movie. We just wrote a movie that Matt Damon’s gonna be in.” This guy goes, “Matt Damon’s like, my best friend.”

Levien: And he goes, “Bullshit.”

Koppelman: And I go, “It’s true.” He goes, “I’m gonna stand up from this table, and I’m gonna go call Matt Damon. So are you bullshitting?” I go, “Tell Matt Damon my name.” We hadn’t met Matt. Of course Good Will Hunting hadn’t come out yet. It’s seven months away. He called Matt Damon [and said], “Well, Matt’s coming.” I’m like, “What do you mean, Matt’s coming?”

Matt Damon (Mike McDermott): I was like, “Wait, the guys who wrote Rounders?” I’ll be right there.

Levien: We’re standing in the parking lot now.

Koppelman: And you’re just the screenwriters. You’re not supposed to be the first ones to meet the star of the movie.

Damon: That was really early on in the whole thing. I don’t think I’d met Dahl at that point.

Koppelman: Matt and Ben Affleck come rolling in.

Levien: Ben’s like, “What is this hold ’em all about?”

Koppelman: Ben starts quoting the script to us, which I’ll never forget. … He starts telling us Michael Bay stories because he’s making Armageddon at the time.

Damon: We went and hung out and I watched Brian play, because I didn’t play hold ’em. And then he gave me like, Super System and kind of all the books that were relevant at that time.

Levien: Hold ’em was very exotic. Nobody knew how to play, really.

Koppelman: We taught those guys how to play hold ’em that night. In fact, I remember us showing Matt how to riffle chips.

Levien: He had an amazing riffle.

Koppelman: By the end of the night Matt was great at it. It was weird. Everything fell into place in that suddenly we’re in this poker casino, the guy who happens to be at the table is old friends with Matt and suddenly Matt and Ben show up and the four of us are hanging out, talking about the movie, and talking about poker. And I remember Matt saying that night, “I’m gonna make sure the other stars of the movie are gonna be really good actors. I’m really excited about this. This is gonna be a great one.” And from that moment, we were all connected and bonded. We were all close to the same age and shared a lot of the same interests and it was really like an incredible bit of serendipity.

Damon: We got John Dahl and I’m like “Oh my God, I love this guy.” And then I meet him and he’s like, “Well, for this part of Worm I was thinking maybe Edward Norton.” And I’m like, “Edward Norton?! You think he’ll do it?” And he’s like, “Yeah, he’ll do it.”

Dahl: We all loved Edward for the part but he wasn’t interested at first.

Levien: The Worm character was not cast yet. There were auditions that were down to the finals.

Koppelman: I can tell you: Mark Ruffalo, Steve Zahn, and Rory Cochrane.

Levien: I remember Ted Demme walking past that screening room at Spanky where we were watching the auditions and he just goes, “We have this amazing fuckin’ movie, why don’t we just completely shoot the lights out on this role?” … And we were like, “What about Edward Norton?” The sort of sane voices were like, “Well, he’ll never come in and be like the sidekick character.”

Koppelman: Famously, he beat Matt out for Primal Fear.

Levien: The great thing about Teddy, his attitude was just like, “Fuck it.” He was like, “You know what, let’s call him. Let’s see if we can get him.”

Stillerman: He had an agent who was very well-known in this business, a guy named Ed Limato, rest in peace, who basically told me, any number of times, “There’s no fucking way Ed Norton”—this is before he was Edward—“is gonna do this movie.” And Ted, to his credit, basically didn’t want to give up.

Levien: Teddy said, “I bet if you give him the script, he will [do it]. I’ll bet you 100 bucks or something.” And then a week later we got a call. John Dahl calls us into his office. And he’s like, “I want to send you guys to L.A. because Edward Norton wants to go talk to you guys, go into a poker room and find out if this shit is legit.”

Norton: I remember laughing at the line, when I read the script, Worm says, “What did I ever do to that guy?” And Matt’s character says, “You fucked his mother.” And he goes, “Well, she was a good-looking older woman.” I remember reading it and I was like, “I’m in. That’s it. I’m doing it.” There’ve been many scripts that I’ve done because of one line in it.

Levien: So we fly to L.A. and go to Edward’s house, and I’ve said this before, we walked through the door and he’s like, “I’m working on the opening of my new film. Can I show you guys? I’m editing.” And we said, “Sure.” And he showed us the first 10 minutes of American History X.

Koppelman: We were pretty speechless. And then we went to the high-stakes area of the Commerce Casino with Edward. [We] spent a couple hours playing cards and at the end of the night he’s like, “Great, I’m in.”

Falco: Getting Edward at that time was like winning the lottery.

Avy Kaufman (casting director): There were a lot of people that I wanted to get into this poker world.

Dahl: Who would’ve thought that actors like gambling? You couldn’t beat ’em away from this script. People really wanted to be in the movie.

Norton: One after another kept dropping into it.

Kaufman: Martin Landau. I remember going, “How great?”

Falco: John Malkovich came into play and then John Turturro.

Norton: There was a guy named Joel Bagels in the clubs who they based Turturro’s character on.

Dahl: The only guy I kind of had to fight for was Malkovich, because Miramax sort of wanted a big name for overseas sales. And we went through a list of about four people and I was sort of able to pooh-pooh all those until we got to Malkovich. Who doesn’t like John Malkovich?

Kaufman: Gretchen [Mol], that was the tricky role, only because a lot of people didn’t know her at that time. But she had all the right elements for everybody.

Dahl: I thought she was fantastic in the movie, but I think everybody thought it was gonna be another love story. There was an expectation that it was a love story. And it was just not that at all.

Kaufman: She wasn’t where Matt and Edward were in her career and she’s the female lead. So how brilliant for her that it came to her. I just remember her being incredibly excited. And all of us became excited. And I think there was a little backlash after that. People always pick on somebody.

Dahl: We kind of had every great New York actor you could get your hands on.

Kaufman: Chris Messina, Famke Janssen, Goran Visnjic, Michael Rispoli, Bill Camp.

Famke Janssen (Petra): The ensemble cast was so impressive. It just attracted such an eclectic group of people and some real heavyweights from the industry who had been around for a long time.

Michael Rispoli (Grama): You just go, “Oh shit, wow, I want to be a part of this.”

Norton: Brian and David were the nexus of the whole thing. It was their baby. And what they wrote was so distinctive and had such great characterizations and fun lines. It was one of those things that happens where the thing instantly has a gravitational pull.

Part III: “Like Two Good Tennis Players Sparring With Each Other”

The only way for the creators of Rounders to faithfully recreate New York’s hidden poker scene was to actually partake in it.

Norton: Remember, poker was just not at all hip.

Damon: I played in kind of the classic home game with my dad where you bring chips and dip and you play these fucking stupid games like baseball and there’s 18 wild cards and some guy wins $100, someone loses $100, and nobody really gets hurt, and you drink beer. And that was poker. … Brian and David were both very dialed in to what was then this really cool underground scene.

Norton: The Mayfair was kind of the upscale joint off of Park.

Damon: You gotta go look up into the camera and get buzzed through a steel door.

Shecter: Much like you see in the movie.

Norton: You could kind of go in there and you could play like $5 or $10 hold ’em or whatever, but across the way there’d be like a backgammon game and people would be really crowded around it.

Damon: It felt like, “Fuck, this is cool. This is a whole world.” It was this subculture that I didn’t know existed.

Norton: The fact that these places were there in a city I’d lived in a long, long time and never knew? It had the spice of an adventure.

Dahl: I went to some of these clubs with Brian and David and as we’re leaving I’m walking around looking out over my shoulder, thinking, “When am I gonna get robbed?”

Shecter: Because of the security, there was no crime. No one got robbed. Once in a while a cheater would surface and he would quickly be sussed out and ejected.

Koppelman: There are no weapons in the movie. That was intentional.

Shecter: Overall it was a very safe environment, almost nurturing, where you could learn, and laugh, and talk.

Norton: It was about as much fun as you could ever hope to have researching and prepping a movie.

Dahl: For me, as an objective viewer looking at this, I think I had the great advantage of being a guy from Montana who has a love of movies and kind of wanting to build a world within New York City that’s inviting and seductive.

Norton: A Montana farm boy had this touch for this New York poker movie. He had such a good feel for it. ... I hate to say this, but so many people in that era were sort of making like, low-grade ripoffs of [Martin] Scorsese. And he just has a much steadier style than that.

Dahl: We had this very gifted cinematographer, Jean-Yves Escoffier, and we just sort of warmed it up and made it very warm and inviting and almost every one of those clubs was built. Every one of them. [Teddy] KGB’s [club], I think it was actually on 55th Street in the middle of New York, this building that had this great elevator, because we wanted [McDermott] to get this elevator taking him up to this kind of speakeasy with a sliding door. That was all built by [production designer] Rob [Pearson].

Stillerman: John Dahl, really with respect to Brian and David, did something that I have to say, thinking back on it now, is just so incredibly generous and magnanimous. Brian and David really wanted to be around for the making of the movie, they didn’t want to basically have John go off and make the movie and get invited to the premiere.

Koppelman: He just invited us completely inside. Taught us how to talk to actors, and taught us how to stage a scene, and taught us how to think about lenses, and the rehearsal process, and just being professional filmmakers.

Levien: He let us be a part of it.

Norton: We were young, we were single, we were doing what we’d been wanting to be doing for a long time. For Brian and David, it was a first in a way. It was a big break of a film for them. For me and Matt, he had Good Will Hunting coming out while we were making it. And we had American History X pretty wrapped up.

Damon: He gave me a rough cut of that to watch while we were making Rounders and I was like, “Holy fuck.”

Norton: He showed me Good Will Hunting around that time. I remember thinking, “This is just exciting.”

Dahl: It’s kind of like two good tennis players sparring with each other. They sort of had that rapport.

Damon: The relationship with the Worm character. It’s just, everyone has that friend, you know? And it’s just like, “Fuck. You’re just nothing but trouble.”

Dahl: Matt really had to do a lot of heavy lifting in that, because it just seemed like we kind of always shot Edward’s side first. He would, like, ad lib a lot and it would take him a while to find the words and Matt really kind of had to be the straight man to Ed’s eccentricities. They got along great and it was fun to watch them work.

Norton: Matt and I were obsessed with Midnight Run. And we’d sit around in the cold, in the car, in the Princeton, New Jersey, poker game scene, and we would like, sit on the set, waiting around, and literally just compete, try to do full scenes of the movie line for line. … It wasn’t even a question of whether we had both memorized the film. It was more, “Could you actually conduct the business of life by using references to the film?” It was very meta. It was very Diner.

Dahl: Edward really worked with a deck of cards just to get that sleight-of-hand stuff going. That just takes time, and memory, and muscle memory, and he always had a deck of cards in his hand. He was very proud of the fact that he kind of could throw them. And then Matt really worked on his chip riffle. A cool move where you can take your chips and kind of riffle them together before you stack them. You slap them together.

Lenny Clarke (Savino): He’s doing that and he’s working on it, and it became second nature. I, to this day, can’t do that once. It would probably take me until the day I die to get it. There’d be no one around to see it.

Norton: We were getting lessons from a guy named Mike Scelza, who was kind of an underground pro.

Koppelman: He was the daytime manager of the Mayfair Club.

Levien: He came on the movie to reset the hands every time. It’s a very laborious process and prop people at the time were not expert enough. It was literally a math problem for them. They would’ve had to have sheets of paper to rethink how many cards went where. As opposed to Mike, who would just go reset the hands in two seconds.

Rispoli: Matt and Edward were on the set a lot. John [Malkovich] was on the set a lot. In between takes, when things were being moved around, those guys were playing cards.

Janssen: People were very serious about it, some of them.

Norton: I remember the Weinsteins hosted a poker game before the movie started. I feel like it was right before Christmas or something like that. Matt and I ... had been taught how people cheated, played partner poker, by signaling. Because they do that in their games. We had had someone show us a fairly complex system for signaling what your cards were by the way you positioned your hold chips on your cards. And so we got very good at it and we were just like, “Should we do it?” And we were like, “Fuck it, it’s like Harvey and Bob’s game, let’s do it.” We played that night doing sort of Mike and Worm’s signaling system. And it worked enormously well. Matt was sort of getting the cards, so then I was like pumping up the bets, and seeing what he had, then folding out. And we went out when it was all over and chopped it up.

Koppelman: The vibe on set, it was amazing. The way the shooting schedule was, we would have these chunks with a different legend.

Norton: I remember one time standing on Eighth Avenue in the cold and Ted Demme, Brian and David, me and Matt, are all standing around with Martin Landau. And he’s telling stories about hanging out with James Dean. And everybody’s grinning and laughing. It was a riot.

Levien: Martin Landau, he does a week, and it’s like, “Wow, Martin Landau’s in our movie.” Then he would leave and then it’s John Turturro’s turn and suddenly we’re shooting these scenes with him and it’s like, “Oh my God.” And then Malkovich comes. It was just this rotating thing of our favorite actors.

Norton: Working that way, that unencumbered, it’s kind of a sweet moment. You kind of don’t realize it’s that good.

Koppelman: When we were in prep, the three of us went to a bar one night and they wouldn’t let Matt in because he was wearing sneakers. This is true. We go out, we go to this bar on Ninth Avenue and 14th Street. They won’t let us in because Matt has sneakers on. We walk back to his hotel room and they give him a manila envelope and we go up to his room and he opens the manila envelope and it’s him on the cover of Vanity Fair. And it’s the first time he saw the cover, of the picture of him with the toothbrush. We were with him and he had just been turned down from some low-level bar that would’ve given him $50,000 to come to the bar four months later.

AP Photo/Lennox McLendon

Part IV: “An Odd, Unrelenting Experience”

On January 9, 1998, a month after its limited release, Good Will Hunting opened across America. For Damon, who earned an Academy Award nomination for his performance and along with Ben Affleck won an Oscar for Best Original Screenplay, life quickly changed.

Dahl: Good Will Hunting comes out. And I go to the theater to see it. And I thought, “Holy crap.” We are now instead of making this small poker movie, we’re making Good Will Hunting: Part Two, basically, because Matt was so charming in the movie.

Damon: Your code gets rewritten for the Matrix. So just your subjective experience changes. The world is exactly the same, but it’s totally different for you and it’s such a mindfuck. And I see why people go crazy and people without solid support really get fucked up, because it’s a head trip.

Janssen: Even if it happens to yourself, you don’t ever have that perspective on it in the way that you can see it happening in front of you to another person. It was fascinating.

Norton: In the spring of ’97, I was going through all that for Primal Fear, and in the spring of ’98, Matt was winding up that whole thing. I remember being in the makeup trailer and [him] talking about the wildness of it and kind of being like, “How do you not let them burn you down? How do you not let them make you kind of embarrass yourself by doing stupid shit that you don’t want to do?”

Stillerman: It was to a situation where he needed an escort to be able to walk from his trailer to the set, and there were people hanging around the set screaming his name and looking for his autograph. I had never seen it before, obviously, and I have never seen it since.

Levien: Matt went away for a weekend, for the Golden Globes or something. He went away for like 24 hours and came back a superstar.

Koppelman: I remember once Matt was going to be on [Late Night With David Letterman]. You had to shoot that at 5 p.m. We had to do a shooting day before that and the only way to do that is if we started at 3 in the morning.

Dahl: One day we were practicing poker in the production office and there’s a call for Matt from Steven Spielberg. I wondered, “What’s that about?” And then I realized that he was in Saving Private Ryan.

Koppelman: The world around Matt shifted but Matt didn’t change. People acted totally different around him. We felt lucky that we’d had this relationship that had started six months before. We had the opportunity to become friends before it all changed.

Dahl: He couldn’t have been more gracious.

Levien: He had the star mojo before he was famous baked in with the nice person part, and that just carried on.

Dahl: It was a real stunner and kind of a real shock for Matt. I remember him saying to me how much money he made making [Rounders]. He said, “I can’t believe I’m making this much money.” I said, “Matt, let’s talk in five years.”

Damon: It’s just an odd, unrelenting experience. But I remember the positive part of that is that as your life is imploding, my career was exploding and I was getting to do this thing that I always wanted to do, which was work all the time.

Dahl: You have this kid that’s been dreaming about acting, wanting to act, and finally getting to make this sort of passion project, Good Will Hunting, and now it’s just exploding. You can only imagine going from complete obscurity to front-page news. It was heady for him.

Clarke: I’ve never ever seen someone handle it with such grace. We were shooting in some fuckin’ warehouse right across from the Hard Rock Cafe in Manhattan. Matt and I step out for coffee or something, and these girls are in like a convertible, and they see Matt and they go, “Oh my God, it’s Matt Damon!” Bang! Right into a fuckin’ bus. They just hit the fuckin’ bus. There was no damage to the car but it’s a shock. And Matt turns and he goes, “Oh my God!” And I go, “Matt, relax. Happens to me all the time.” He looks me in the eye and just shakes his fuckin’ head.

Part V: “A Deck of Cards, Chips, and a Cookie”

Rounders is about a dream. Mike McD’s obsessive dedication to poker may have cost him all of his money, his girlfriend Jo (Gretchen Mol), and a law career, but a meeting with his professor Abe Petrovsky (Martin Landau) reassures him that no matter how perilous it is, he shouldn’t abandon his only passion. “We can’t run from who we are,” Petrovsky says. “Our destiny chooses us.”

Dahl: Matt’s character’s like this guy who’s never had anybody really believe in him. That’s why it was kind of nice that his girlfriend dumped him. Worm’s a rat. Everybody’s kind of bailing out on him except for this guy that says, “You know what? If you’re good at something, go do that.”

Koppelman: Mike McDermott is telling the truth when he tells Joey Knish, “I was outplayed that night, but I can do this thing.” And what he did was, he overestimated. In the beginning, he definitely took his eye off the ball. He was thinking about Vegas, he thought he was already there and he played badly. The pressure of the moment got to him. But our idea was he had the stuff to become a world-class poker player.

Levien: A lot of people misunderstand poker playing for straight up gambling, like a game of chance. And you know, don’t realize that skill can win out over time with the variance taken out.

Miramax Films

Koppelman: You think about the point where we were each at in our lives. [David] had this dream of becoming a writer and was 28 and highly educated and incredibly bright but still tending bar because he had this dream. And I was ready to cash in a career that made a lot of sense and that I had momentum in for this dream. And so we were thinking a lot about what it means to be willing to bank on yourself.

Damon: There was a lot more soft money around. Like people know how to play the game now. It’s like jiu-jitsu now, like everybody knows the guard, right? But 20 years ago, they didn’t. And 20 years ago, a player of that skill level actually could probably live pretty well.

Koppelman: We knew, to chase a dream like that, you’re gonna get crushed a bunch of fucking times. And you’re going to deal with getting crushed a bunch of times. And do you have what it takes to say, “I’m gonna go for it anyway.” That’s what we were trying to write about. And so you couldn’t write that about an addict. Worm was the character who, for us, had the problem. To Worm, it was all a con, all a scam.

Damon: You just see it with every decision that they’re gonna make, they’re gonna make the wrong decision. You’re gonna get fucked. Your nose is gonna get broken.

After he gets out of prison, Worm’s debts pile up. McDermott agrees to team up to help repay them. In the midst of their misadventures late in the movie, the ex-con’s decision to bottom deal during a game with police officers leads to the duo getting severely beaten and robbed of all their newly won cash—Mikey’s hero is revealed as Johnny Chan. The film features a scene where Damon’s character watches a clip of the final hand of the 1988 World Series of Poker Main Event, when Chan methodically defeats fellow poker legend Erik Seidel.

Shecter: On one of my early visits to Vegas, I went to this place called The Gambler’s Book Shop. … I went and bought every VHS of the World Series of Poker, the earliest broadcasts, some of them dating back to the ’70s.

Koppelman: Jon was the first guy to come over to my apartment carrying a sack of VHS tapes of the World Series of Poker.

Shecter: I remember one day on one of my visits to Brian, I took three or four of the tapes I thought were the most interesting. And the one in particular that we zeroed in [on] ended up being in the movie, which is the scene with Erik Seidel and Johnny Chan.

Koppelman: That’s how Dave and I first saw the Erik Seidel clip ... because Jon showed it to us. I remember Jon saying basically what Matt says in [that scene]. ... He walked us through it.

Shecter: That ended up making it into the movie and made such an impression on Brian. That kind of made me happy.

Daniel Negreanu (two-time World Series of Poker Player of the Year): Nobody calls him Johnny Chan. It’s Johnny Fucking Chan.

Damon: I mean, poor Seidel. Every time I see him he’s like, “Oh God, man. You’ve killed me. Showing the worst moment of my life.” ... Oh he’s a genius. Brilliant.

Dahl: Brian and David did this show called Tilt, and I got to shoot a scene and these professional card sharks were there. I remember talking to Seidel and there’s a scene where a guy is betting $150,000. And I said, “You know, $150,000, that’s a down payment on a house for most people.” And he said, “Yeah, for me that’s just a good bet.”

The audience also learns that what inspires McDermott to take on Teddy KGB (John Malkovich) in the opening scene is a brief tête-à-tête with Chan at the Taj Mahal in Atlantic City. As seen in a short flashback, the wannabe manages to outplay the world champion.

Koppelman: In the original, original draft of the script, you saw Johnny Chan beat Erik Seidel on that tape, and then in Atlantic City it was Phil Hellmuth. Because in real life, that’s what had happened. We walked by Phil Hellmuth in a casino. And I sat down next to him. I didn’t bluff him, that’s the part David and I wrote, but I sat next to him in a game that was $300/$600 when I only had five or six grand in my pocket. And I just raided a few rounds and then I left the table.

Johnny Chan (Poker Hall of Famer): Some producer asked me to sign a release to release the footage of the World Series of Poker when I beat Erik Seidel in ’88. I said, “Sign a release? What’s going on?” And they told me about the Rounders movie. And I said, “Who are the actors gonna be?” And the producer said, “Matt Damon and Ed Norton?” And I said, “Great.”

Koppelman: John Dahl, early on, said, “Have you thought about”—and this is the great way John would do it—“making both spots Johnny Chan?” As soon as he said it, Dave and I said, “Of course.”

Levien: He was like the biggest star in the movie.

Koppelman: I remember the guys went up and Johnny showed them some stuff about how to bet. And I remember him sitting there saying to us, “If I’m gonna bluff, I’m gonna fuckin’ throw the chips this way,” and “If I want you to think I’m telling the truth, I’m gonna do this.” We were all just so big-eyed watching him.

Chan: I taught Matt what beats what and a little bit about hold ’em, the positions that are very important, what the starting hands are. And this and that. Then we went to his suite and we talked a little bit. And we got to know one another.

Dahl: We’re rehearsing that scene. And so Johnny Chan’s at one end of the table and Matt’s down at the other end. And I’m sitting next to Matt, almost over his shoulder, with the camera, looking down at Chan. And of course Johnny Chan’s one of those guys that’s like memorized every detail of it. And he just nails it on the first go through.

Chan: It was like another day in the office. Just a different type of work.

Dahl: When I said, “Cut,” Matt looked at me and said, “Wow.” It was so cool staring at Johnny Chan as he’s bluffing him for that scene. That kind of set the table for that last sequence.

In the end, McDermott borrows $10,000 from Petrovsky and uses it to take on Teddy KGB. They play heads up, and like Chan in ’88, Mike flops the nut straight and slowly draws his opponent into his trap. That night, Mike McD goes on to win $60,000, enough to pay off Worm’s debt, repay his professor, and replenish his original bankroll. Then he heads to Las Vegas.

Dahl: It’s awfully fun for a young actor like Matt and for a guy like me, to get to have John Malkovich on your set. And Malkovich was fantastic. And he was totally into it.

Stillerman: He was living in Provence or somewhere in France. I would talk to him periodically, John [Dahl] was talking to him. I wasn’t the only one. I was having sort of logistical conversations, to try to figure out schedules and everything else. He would sort of talk about how much he was working on his accent.

Dahl: We said, “Do you want us to get you a dialogue coach?” And he said, “Oh no, I’ve got somebody here that I’m working with.” I said, “Oh OK.” So then he comes to the set. Basically we had him for five days. It was almost like a cameo. But every scene that he was in was in the Teddy KGB club. So he shows up and what he does is he’s got a cassette recorder and this woman has spoken all of his dialogue into this tape. And he’d sit there and he’d listen to it and then he’d mimic it.

Stillerman: We heard John’s accent at a moment where the train was on the tracks and rolling at full speed. There was no stopping. And I think we all had a moment where we went, “Holy shit, it’s so Russian. It’s so over the top. It’s almost like cartoonish.”

Norton: [I saw] John do a couple of takes where his accent was like way off. Way off! And having me and Matt kind of look at each other, like, “Is he fucking around or what?” And then having him look over at us and kind of bump his eyes like, “Oh yeah, I suck sometimes.” You know what I mean?

Stillerman: I do remember a conversation that John and certainly Brian and David and a few of us had where we sort of debated whether or not we had to talk to him about his accent. The consensus was that we should let it go. First of all, he clearly put a shitload of work into it. Second of all, it’s not like we were all sitting around going, “This is terrible.” It was really just a question of, “Is it too much?” And on Day 1, you can imagine how jarring that was. We all got used to it quickly and once we saw where he was taking the character, I think everybody got a little comfortable. It was a funny moment to actually contemplate, “Do we need to have an intervention with one of the greatest actors on the planet?”

Dahl: I think he just sort of relished doing the accent. He basically had a Russian accent and a deck of cards, chips, and a cookie to work with.

Levien: Oreos was in the script, from the beginning.

Koppelman: What we had written was Teddy KGB either eats the Oreo or breaks it. And that was the tell as it is in the movie, but John added the listening. Malkovich added the fact that when he would break it he would do it at his ear. And then either you eat it or you don’t.

Negreanu: It is kind of an exaggeration, but it is a really good way to illustrate what a tell is.

Chan: You’d be surprised what they do in a real-life poker room. I know people who like to sit there eating hot dogs. Or sucking on a lollipop. Or chewing tobacco.

Dahl: I think Oreos gave us permission to use them. Which was a bit of a deal. You know, because there’s that famous story on [E.T.]. They really wanted to use M&Ms*. But Oreos was very happy for us to use the product. We were thrilled. We didn’t have to make up our own cookie name.

*Mars reportedly said no and instead director Steven Spielberg used Reese’s Pieces.

Rispoli: That scene with the Oreos was great. Because you don’t know what John’s gonna do. He threw those fucking Oreos against the wall, but he missed me because he’s a good aim. And he did the scene and I did my Grama thing, I don’t think I reacted to it or whatever, and when we’re done, the first thing he said was, “You all right?”

Levien: You’re watching this guy who’d been in all these incredible movies. And you know, he’s saying these words that we wrote and he’s eating the Oreos, he’s listening to the Oreos, he’s smashing the Oreos, he’s throwing them against the wall. The whole place smells like Oreos. It was completely surreal.

Koppelman: You’re trying to be cool because it’s your first movie and your first thing but it’s your first movie and you’re not feeling cool. You’re just trying to put it in your memory forever because you know you’ll never feel this exact thing again. John Malkovich is eating the cookies you put in the script the first day you started writing the script.

Part VI: “If You’re Too Early, It’s Almost the Same Thing As Being Too Late”

On September 11, 1998, Rounders hit theaters to mixed reviews. Some critics didn’t appreciate its insidery feel. “Anyone who lacks a serious knowledge of poker,” Kenneth Turan wrote in the Los Angeles Times, “is not going to be able to figure out what happens in several of the film’s key hands.” The movie finished first at the box office in its opening weekend, but ended up grossing a modest $22.9 million against its approximately $13 million budget. For the makers of Rounders, validation came later.

Koppelman: David Ansen and Richard Schickel in Time and Newsweek, those reviews for some reason came out one week before the movie. At the time those were very important magazines. All the other reviews were coming out a week later. Both of those reviews singled us out as sucking and also said that we ripped off Mean Streets when in fact we were ripping off The Pope of Greenwich Village.

Levien: We thought that it was gonna be received more enthusiastically, more quickly.

Dahl: I think people expected more of a love story. I think if it had come out before Good Will Hunting it would’ve been different.

Koppelman: I remember that Miramax wanted to protect the actors. They had a lot invested in these actors. And so they pulled it after three weeks. And it was out of theaters and over with.

Dahl: We’re still talking about it 20 years later because it’s a good movie. Movies are released at a time and you’re kind of stuck with whatever’s going on at the time.

Levien: Movies are hits when you get ’em in the first shot. That’s what gets audiences excited. This was one that was kind of a third timer. And when you have it on DVD, that’s what you do. You start watching it over and over, because it’s interesting to keep uncovering more stuff as opposed to getting it all the first time.

Falco: When it comes on cable, I get sucked in. I’ve seen it 800 times.

Koppelman: I remember reading those reviews and going into the fetal position. I was so crushed by it. But I woke up the next morning and it was a lesson that served me so well since. I just immediately had the sensation, “Wait, I can still write. They can’t touch me. These reviews can’t. These reviews, they actually don’t influence me. Whatever else happens, Dave and I can still do what Dave and I want to do.” And it was great.

Damon: To promote that movie they brought Edward and I into the World Series.

Norton: We got invited. Here’s the funny thing too. It was a level where if you said to anybody, “The World Series of Poker at Binion’s,” they’d be like, “What the fuck is that?” You know what I mean? Nobody gave a shit. And I remember we got coaching from Johnny Chan, Phil Hellmuth, Huck Seed, Doyle Brunson. We met. And Matt ended up at a table with [Brunson] at the Series.

Damon: I’d been playing like a donkey, just sitting there just not doing anything. Because all I was thinking was “I gotta last as long as I can. I can’t go out in the first session, I’ve gotta get to the piss break. I wonder if I just donk off all my chips if I could make it to the second day. Can I make it to the second day? Because that would be a good story.” And then I got kings and there was a raise and a re-raise. I mean in retrospect I could’ve gotten away from him, but I also had $6,500 in chips at that point and I’m like, “It’s Doyle Brunson, this is gonna be good either way.” ... You’re just like, “What the fuck, nobody expects me to win.” It’s like Pete McNeeley. Like I’m not gonna sit in the corner, I’m just gonna throw haymakers and confuse the shit out of him.

Norton: I’m boring now. I don’t go into casinos with any frequency. But for a while after that movie, if I went anywhere, if I went to Hollywood Park or Gardena or Vegas or whatever, I had to play super high stakes to get an honest game. Because if I walked in, everybody’d go, “Worm!” Then you’d sit down and everybody wants to stay in every hand with you. You couldn’t even get a straight game because people just wouldn’t get out of the hand.

Lenny Venito (Moogie): There’s so many fans of the movie, especially poker players. They’ll recognize me from the movie. [I have] such a small scene. It’s so quick. “You’re that fucking guy from Rounders! That’s really you!” And they’ll want to take pictures. I did a tournament in New Orleans recently. And I went to the Harrah’s casino and played. It was a field of 300, I wound up getting to the top 30 and I took a picture with every one of those people.

Rispoli: I’ve been invited to show up with my hat to tournaments. I go, “Guys, I don’t have that hat. The studio has the hat.”

Levien: I didn’t play for a while after the movie. I was kind of burnt out on it. I started playing a lot when we were making Ocean’s Thirteen, because all the sets had poker tables, and all the guys wanted to play.

Koppelman: We get invited to a lot of poker games.

Norton: I think the movie was part of the modern poker resurgence. You have guys like Chris Moneymaker, who talked about starting to play because of the movie.

Levien: We knew it was gonna happen. We were like, “Wow, I hope the movie comes out in time that we didn’t miss this.” And then we recognized, “OK, if you’re too early, it’s almost the same thing as being too late.”

Koppelman: The crazy thing about Billions for us is that we finally got the timing right. We’re finally telling the story in its moment as opposed to fuckin’ five years before its moment.

Stillerman: Had Rounders come around a few years later I think people weirdly might not have viewed it the same way. Like it might’ve felt a little derivative or behind the curve, whereas now we were ahead of the curve and I think part of the movement that brought poker into the mainstream.

Dahl: One thing that’s satisfying to me is that it was a very deliberate intention to make it a world that’s timeless. It’s fun to see it now, 20 years later it’s still relevant.

Negreanu: So many poker players have a repertoire of Rounders quotes. Everybody attempts the Teddy KGB voice.

Koppelman: Stripes and Diner were two movies about friends that the two of us watched, I don’t want to exaggerate, but 50 times? Forty times?

Levien: I thought you were gonna say a hundred.

Koppelman: We wanted it to be a movie for guys like us, but 10 years younger, to quote the way we quoted those movies.

Norton: I have a lot of very fond and warm memories of the whole process of that group of people coming together and making the kind of movie that you loved growing up.

Koppelman: The fact that we could combine everything we knew up to that time and somehow write this thing and that 20 years later new groups of college students are memorizing it and throwing lines back to us? It never ceases to blow my mind.

Interviews have been edited and condensed. Matt Damon’s quotes are culled from his appearance on The Bill Simmons Podcast.