Development In 1997,
Mike Richardson, publisher of
Dark Horse Comics, pitched the "Mystery Men" concept to producers
Larry Gordon and
Lloyd Levin at Universal. "My first impression was just how relatable the characters are," Levin said "Bob [Burden] has a real surrealistic sensibility, but at the core of his work is something that's thematically so identifiable. I think there is an almost childlike persistence of all the characters. And they ultimately hold on to the conviction that with courage and sacrifice, they can become what they dream." The film was announced in mid-1997 along with a raft of comic book adaptations including
Blade, Virus, Superman Lives, X-Men, The Fantastic Four, The Hulk, Captain America, The Sub-Mariner, Iron Man, Daredevil and Silver Surfer, Hellboy, Concrete, Green Hornet and 26 other titles. That fall,
Danny DeVito was in talks for a $13-million deal to both star and direct, but negotiations broke down over who would produce the soundtrack. "It was a big deal for me," DeVito said. "I really wanted it, so I walked away from the project."
Ben Stiller was then approached to rewrite the script and direct but eventually turned it down. "I decided I didn't want to do it," he explained, "because it was just too much. It was a huge movie I'd be taking on." Commercial director
Kinka Usher was signed in April 1998 to direct. As of 2026, it remains his only feature-length directorial effort. Usher had won awards for the "Got Milk?" and Taco Bell Chihuahua campaigns. Usher, who had been approached for other films, was discouraged when he saw the script for
Mystery Men. "I thought it was boring," he said. "However, the premise was great." He continued, "Most of the movies made by commercial directors are heavy on visuals and thin on content. I don't want to be a part of that. I was very cognizant of showing that I know how to work with character."
Casting Garofalo signed on and persuaded Stiller to appear in the film. "I met Kinka and he was nice and funny and the money was good, so I decided to do it," she said. "I had to twist Ben's arm because he's always so busy." Stiller was originally offered the Blue Raja role, but was not interested in playing what he called a "nerdy guy" again. "The minute you start doing the same thing in comedy, people go, 'Oh, I've seen that,'" he said. He took the role of Mr. Furious but explained, "In the original script, he was just angry all the time, but I thought that would be boring, so one of the changes I made is that he has the least power. Like if we're a band, I'm the guy who started the band but who's also the least talented." Geoffrey Rush was cast in what was his first Hollywood film in July, followed by Azaria, Reubens, Forlani and Macy. Lena Olin was added in August; Greg Kinnear in October; and Eddie Izzard in November.
Ving Rhames had been the initial choice for Shoveler.
Vince Vaughn had also been in consideration for a role. For Reubens, it marked his first major film role since he retreated from the public eye earlier in the decade after he was caught
masturbating in an X-rated movie theater, though he still wouldn't perform as
Pee-wee Herman for another decade. His promotion of the film on
The Tonight Show with Jay Leno marked one of his first public appearances as himself as opposed to Herman since the early 1980s.
Writing Reubens said, "I liked the idea. I hadn't seen it before. I loved the cast that was assembled by the time I came into it, and I thought the script was fun, smart and goofy all at the same time." Regarding his character, he said, "I felt I was playing the character as kind of slow, but when I saw the movie it didn't seem like that at all. I don't know what that says." According to Stiller, the script was fluid. "The script was being reworked all the time by... everybody! Because everybody kind of wanted to personalize their part, and try to make it as funny as possible. So yeah, that was welcome. That was the idea we had going in, to just have everybody kind of get together and try to make it as funny as we could. Especially in the context of a big action, special effects type movie. You know, a lot of the time what gets lost is the specific character stuff, and the small moments that really have to work for the whole thing to work. So that's what we were concentrating on as much as possible. And it's good if everybody's on board with that, you know what I mean? And I think Hank, myself and Paul and Janeane were probably most involved in that process, for our characters. We're used to working that way." Usher said, "We did a lot of unscripted stuff. I let Ben and Janeane go. They were totally free." Usher said he wanted "the film to look flat, like a comic book. I tried to capture that alternate reality but keep the edgy humor."
Filming Shooting began on October 21, 1998, in Los Angeles, and was completed the following April. "I thought it would be quick, but it ended up being this six month shoot," Stiller recalled. Bob Burden was on the set for some of the shoot, answering questions that came up about his creations. "There were times when we were kind of stumped in a scene and we asked him what he thought," Levin said. "The great thing about him is that 10 minutes later, we'd get 30 pages in the fax machine with probably 29 pages filled with the lousiest ideas that you've ever read but that one page of pure genius." ==Music==