Never has an actress felt so grateful not to be the lead. 

Because more than a decade-and-a-half later, Tracie Thoms can still recall the terror she felt when Meryl Streep spoke those first intently hushed words at The Devil Wears Prada table read. "We could barely hear her," said Thoms, cast as grad student Lily, the loyal, tell-it-like-it-is best friend to Anne Hathaway's Andy Sachs.

At first, Thoms explained to E! News, she thought the Oscar winner was simply getting through the material, still formulating how she wanted to play unapologetically demanding Runway editor Miranda Priestly, a not-all-that-loose interpretation of Vogue's Anna Wintour. "Some actors when they get to table reads, they're still waiting to do the exploration process of the character," she noted. "So they're not trying to make decisions early."

But, "maybe, a page-and-a-half in," Thoms said of the script, adapted from Lauren Weisberger's wildly popular novel of the same name, "I was like, 'Oh, no. That is the choice. Oh my god, this is the most genius thing I've ever seen in my life.' Because it made everybody at the table have to lean into her, to Miranda."

Streep later admitted to lifting the idea from Clint Eastwood. "He never, ever, ever raises his voice and everyone has to lean in to listen," she explained to Variety in 2016, "and he is automatically the most powerful person in the room." 

But her method acting approach was her own brand of genius. 

"She didn't even look at Anne, except for when she talked about her sweater: 'And then you got that hideous sweater from a Casual Corner' or whatever," Thoms revealed. "And I could feel Anne next to me just, like, wilt in her soul." Before they took their seats, Thoms shared, Streep "was very sweet. And then that started. I was like, 'That's a lot coming for you, Anne. Good luck to you!' I had no scenes with her, thank God. I would die." 

Instead, the actress spent her four days on set singing along to the newly dropped Rent soundtrack with Hathaway.

"She was just happy to have somebody else around her that was nerdy like her," joked Thoms of the future Les Misérables Oscar winner. "It was, like, the easiest job I've ever done because sometimes we didn't even know if [director] David [Frankel] had called action. We were just making up things about French fries. And then Anne would walk in and we're like, 'Okay, I guess we're shooting now. Okay, great.'"

More than 15 years since the film trampled Superman Returns en route to a $326 million box office gross, Thoms' memories remain so fond that she gets sucked right back in every time the comedy appears on her television screen: "I'm like, 'Well, guess this is happening now. Again.'"  

An appreciation for The Devil Wears Prada? Groundbreaking. 

"Everybody loves it. I mean, I have so many men, like, very straight, hetero men confess to me, as if they need to, that they love The Devils Wears Prada—their guilty pleasure," said Thoms. "I'm like, 'You don't need to be guilty about that. It's a good movie. Stop it.'"

So gird your loins, because we're reliving all the magic from Streep's demands to Emily Blunt's audition misstep. By all means, read at a glacial pace. You know how that thrills us. 

1. The film version of The Devil Wears Prada was in the works before the book even hit shelves. The first 100 pages and an outline were enough to sell Fox executives on the roman-à-clef based on author Lauren Weisberger's brief stint at Vogue as editor-in-chief Anna Wintour's assistant. "I was the first person to read it at Fox 2000," Carla Hacken, the studio's former executive vice president, told Variety in 2016. "I thought Miranda Priestly was one of the greatest villains ever. I remember we aggressively went in and scooped it up." 

The adaption began ahead of The New York Times Best Seller's 2003 release, but after four writers took a stab at crafting a direct narrative, Aline Brosh McKenna was tasked with creating a new script focused on the sacrifices women make to move up the masthead at fashion magazines. "I wrote a draft pretty quickly—it took me about a month," McKenna told the outlet. "Then I rewrote it based on everybody's notes."

2. The lore of Anna Wintour created a lot of difficulties for production. "I had enormous trouble finding anyone in the fashion world who'd talk to me, because people were afraid of Anna and Vogue, not wanting to be blackballed," McKenna recently told Entertainment Weekly of her research. "There was one person who spoke to me, whose name I will never divulge, who read it and said, 'The people in this movie are too nice. No one in that world is too nice. They don't have to be, and they don't have time to be.' After that, I did a pass to make everyone a bit busier and meaner."

Wintour's sizable reach made it difficult to secure locations, director David Frankel admitted to EW. "The Met Ball meant that the Metropolitan Museum wanted nothing to do with us," he said. Bryant Park—at the time, the long-running site of New York Fashion Week—was out as well. "Even these iconic apartment buildings we saw as possibilities for Miranda's apartment, the co-op boards wouldn't let us in," he shared. Eventually, they borrowed a five-story Upper East Side town house from a friend of producer Wendy Finerman. 

3. But there was one set they nailed. "The only contact we had with Vogue was Jess Gonchor, the production designer, who snuck into their offices to get a look at Anna's office," Frankel revealed to EW. "He was able to re-create the office so authentically that I was told Anna redecorated hers immediately after the movie came out."

4. The wardrobe presented a unique challenge as well. Initially, Frankel told EW, they couldn't convince any notable designers to lend pieces for the film: "They just didn't want to incur the wrath of Anna."

Enter legendary costumer Patricia Field, who worked her magic, assembling a lineup of some 150 pieces from Donna Karan, Zac Posen, Rick Owens and, yes, Prada, taking care to differentiate Meryl Streep's exacting Miranda Priestly from Wintour. "She borrowed everything; we had to be very careful not to eat spaghetti at lunch," noted Streep, "because it'd go down the front and they couldn't return it!"

5. And Wintour has at least a slight sense of humor about the whole thing. Streep sat down with the Vogue head for the fashion bible's 125th anniversary issue, sharing her experience portraying Wintour's late friend Katherine Graham in 2017's The Post. Asked about the most challenging character she's ever played, Streep responded, "Oh! I should say..." trailing off as Wintour jumped in. "No, no!" she said with a laugh. "We're not going there, Meryl."

6. And she did attend a screening—the same one, in fact, as her former aide Weisberger. "It was entertainment," Wintour later told 60 Minutes of the film. "It was not a true rendition of what happens within this magazine." 

7. Meryl was the only choice to play Miranda, with studio VP Hacken admitting to Variety that they hadn't actually considered any other actresses. "I don't remember anything other than, 'Please God—let it be Meryl,'" she said. When the three-time Oscar winner's agent phoned saying she had read the script and would meet with the director, Hacken placed him on a brief hold to celebrate. "I was shouting in my office."

Streep told EW she appreciated the character's toughness and determination not to make herself less than: "I liked that there wasn't any backing away from the horrible parts of her, and the real scary parts of her had to do with the fact that she didn't try to ingratiate, which is always the female emollient in any situation where you want your way—what my friend Carrie Fisher used to call 'the squeezy and tilty' of it all. [Miranda] didn't do any of that."

8. Before accepting the part, Streep made a very Miranda Priestly-like move. Despite having already collected two Oscars and another 11 nominations by that point, Streep hadn't quite mastered the art of asking for more pay. But this time, she spoke up. "The offer was to my mind slightly, if not insulting, not perhaps reflective of my actual value to the project," she explained to Variety. "There was my 'goodbye moment,' and then they doubled the offer. I was 55, and I had just learned, at a very late date, how to deal on my own behalf."

9. She had other demands as well. Cautious about turning Miranda into a caricature, Streep insisted on two scenes: What she called "the business of fashion," in which the trendsetter schooled Andy on her cerulean sweater, and "a scene where she is without her armor, the unpeeled scene in the hotel room." 

The white hair was her creation as well, Streep turning up with her icy locks for a sit-down with the head of the studio. As director Frankel recalled to EW, "Meryl channeled Miranda in that meeting, and there was no conversation about the hair; they looked into Meryl's eyes and never said a word."

10. Anne Hathaway had to work harder for her part than assistant Andy toiled for Miranda. Okay, maybe not that hard, but as she put it during a February appearance on RuPaul's Drag Race, "I was the ninth choice for Devil Wears Prada."

Though Hathaway noted to Variety that she didn't have to audition, "I had to be patient." And launch a full-blown campaign that included tracing the words "hire me" in the sand of Hacken's zen garden. When Hathaway finally got the news, she was in her bedroom putting on a shirt. "I had some buddies over," she told the outlet. "I remember running out in my living room, half dressed, screaming—'I got The Devil Wears Prada! I got The Devil Wears Prada!'"

11. Fortunately for Hathaway, execs' first choice turned them down. Repeatedly. "We offered it to Rachel McAdams three times," director Frankel told EW of the actress, then filming Fox's The Family Stone. Coming off Mean Girls and The Notebook, McAdams said she didn't want to dive into another mainstream flick. Said Frankel, "The studio was determined to have her, and she was determined not to do it."

Streep—and Hathaway's turn in the 2005 Oscar winner Brokeback Mountain—helped seal the deal for The Princess Diaries alum. "Meryl watched that scene from the movie," Frankel recalled, "she met with her and called up Tom Rothman at Fox and said, 'Yeah, this girl's great, and I think we'll work well together.'"

12. Casting the part of Emily was even more work. Frankel watched more than 100 woman audition for the role of Miranda's unforgiving lead assistant (among them: Tracie Thoms, who eventually came back and read for Andy's bestie Lily), but it was a casually dressed Emily Blunt that caught his eye. 

Already on the Fox lot, auditioning for a part in the 2006 fantasy film Eragon, a casting agent asked the Brit to read for The Devil Wears Prada. "But I was rushing for the airport, and I remember just being kind of flustered," Blunt revealed on The Late Late Show in May. "So I read it, but I was wearing sweatpants, and I did not look the part at all."

Days later, drowning her sorrows over not booking Eragon, Blunt received a call from Frankel. "I was in some dive club in London," Blunt detailed to Variety. "I called him back from the bathroom. He said, 'Listen I would have cast you off the tape, but the studio wants to see you one more time. Can you do what you did but dress the part more?'"

13. She already sounded the part. Though Emily was originally written as American, once screenwriter McKenna heard Blunt deliver the biting one-liners with her British accent, "we went to a coffee shop, went through the script, and peppered it with Britishisms," McKenna told EW. 

And Blunt deserves full credit for one bit she lifted from a stressed-out mom. "I guess I steal from people I meet," the actress explained on The Howard Stern Show. "Like, I saw a mother speaking to her child in a supermarket when we were shooting that film. And it's a line that gets quoted back to me now. She yelled at her kid and she kind of opened and closed her hand and she goes, 'Yeah, I'm hearing this, and I want to hear this.' I went and put it in the movie."

14. Stanley Tucci also helped craft some iconic lines. After producers spent months looking for the right fit for Runway art director Nigel, the actor accepted the part "at the 11th hour," Tucci told EW. Then he proceeded to nail Nigel's dry humor, even improvising some of the character's most quotable moments. 

"I love the scene when Miranda is first coming up to the office and everyone sort of panics," Tucci reflected to Buzzfeed in October. "We all kept laughing so hard, and David kept throwing out lines for me to say and 'Gird your loins' was the one that made it in." Among the rejects: "'Tits in!'" Tucci shared with EW. "That was one I made up, but every time we laughed."

15. Of course his favorite memento from the film is his family, Tucci remaining close enough with costar Blunt to score an invite to her 2010 wedding to John Krasinski. That's where he reconnected with now-wife Felicity Blunt, he and the literary agent going on to marry in 2012 and welcome kids Matteo and Emilia. 

But as Tucci recounted to People, he actually met his future bride at the film's 2006 premiere. At the time he was still married to late wife Kate Tucci, who'd just received her breast cancer diagnosis. "So I did the movie, and she started treatments, and then we had the premiere, and then she was alive for four more years after that," he explained. "And, actually, Felicity—Emily's sister, my wife—she and Kate talked at the premiere that night and I have a photo of them together, which is so odd."

16. Like Hathaway, Thoms remembers the exact moment she got the call that she'd be playing Lily, mostly because it occurred on her 30th birthday in August 2005. The Rent star felt fairly confident in her audition—"At that point in my career, I had kind of slipped into this best friend space. So I was like, 'Oh, Lily's easy. That's right in my wheelhouse'"—but was still thrilled when she received word. 

"I was in Dartmouth doing a workshop of a new play by Alan Ball," she recalled to E! News. And it was in the cafeteria, over lunch, that she got the news. "It was like, 'Hey, so you booked Devil Wears Prada. Happy birthday!'" she shared. "It was a good birthday memory."

17. Thoms also remembers watching Adrian Grenier—then at the height of his Entourage fame—getting mobbed by fans and deftly dealing with each request for an autograph by handing out copies of his alt-folk band The Honey Brothers' CD instead. "He was using that opportunity to promote his band members, because he was not the frontman of the band," Thoms noted of Grenier, cast as Andy's boyfriend Nate. "I thought that was really great how he dealt with everybody very specifically and appreciated their support, and tried to ricochet that support onto his colleagues." 

18. While Thoms had an altogether fantastic experience—"We were all like, 'Oh my god, it's like we're doing Sex and the City.' We weren't, but it still had that very New York, very metropolitan, very trying to be grownup thing about it"—she does have one regret. 

She had a whole plan for the Marc Jacobs bag that Lily (and Thoms) salivated over in one key scene. "I asked the prop department to not show me the purse before we were rolling, because I wanted the reaction to be genuine," she said. "That, like, gasping and grabbing and 'Gimme, gimme!', that happened because that purse was gorgeous."

So gorgeous, in fact, "I had a whole plot in my brain on how to keep the purse," she admitted to E! News. "And then the scene where I was going to somehow forget to leave the purse in my trailer, that scene got cut. So I never went back to work to get the purse. It was very sad."

19. Meryl was the woman who didn't go to Paris. Initially no one was set to visit the City of Light to capture footage for the final scenes of Miranda and Andy's big trip to Paris Fashion Week. "I was aghast," Frankel told Variety. But midway through production he was able to put together a sizzle reel that convinced the studio to make the film a summer release with an increased budget.

Hathaway and Simon Baker (as her other love interest, writer Christian) flew to France for two days of shooting, but Streep filmed her portions in New York, the studio claiming her travel would be much too pricey. 

20. Actually, Streep missed out on a lot of the fun. Making the choice to fully step into her Miranda demeanor and largely remove herself from any on-set banter "was horrible," the actress later reflected to EW. "I could hear them all rocking and laughing. I was so depressed! I said, 'Well, it's the price you pay for being boss!' That's the last time I ever attempted a Method thing!"

But before Streep went ice cold, she gave the briefest of pep talks, Hathaway recalled to People, saying, "I want you to know I think you're going to be great, and I'm so happy to work with you...and that's the last nice thing I'm going to say to you."

That's all. 

This story was originally published on Wednesday, June 30, 2021 at 3 a.m. PT.