The making of ‘Valentine’s Day’ is a real love story

It’s a little disconcerting to hear Anne Hathaway talk dirty.

Huddled in an office cubicle on the set of the new romantic comedy, “Valentine’s Day,” Hathaway, she of the pearly white skin, the doe-like eyes, the fantasy pedigree in the “Princess Diaries” movies, is purring lasciviously and furtively into the phone, lines like “I’m going to show you the wildest ride,” and “I don’t mind the fetishists.”

Puckishly presiding over the tweaking of her wholesome image is “Valentine’s Day” director Garry Marshall, who a decade ago put the tiara on Hathaway’s head by casting her in the first “Princess” film.

At 75, the droll, fairly uncensored but perennially warm Marshall is a Hollywood institution who’s been making his mark on showbiz for 50 years, beginning as a joke writer for Joey Bishop, before creating such iconic TV shows as “Happy Days” and “Mork & Mindy,” and finally directing such films as “Beaches” and “Pretty Woman.” Hovering over his shoulder is one of his onset joke writers, Marty Nadler, who’s been lobbing lines for Marshall since they worked on the TV show “The Odd Couple” in the early ‘70s. Nadler periodically passes the director index cards with new jokes. The ones he likes, Marshall sticks in his pockets -- the rest lie crumpled on the floor.

Hathaway also improvises her performance as an eager-to-please office temp with a secret sideline in raunchy talk for hire, a job that threatens to derail her burgeoning romance with an agent-trainee, played by Topher Grace. “One more [take] would be adorable,” she tells Marshall, not infrequently.

Hathaway isn’t the only star in “Valentine’s Day,” which opens Friday, right before the lovers’ holiday. Indeed, the ensemble tale of a bunch of Angelenos grappling with love might boast one of the highest stars-per-frame ratio in history, with 140 or so speaking parts and a cast that includes Jessica Alba, Jessica Biel, Bradley Cooper, Patrick Dempsey, Jamie Foxx, Jennifer Garner, Ashton Kutcher, George Lopez, Shirley MacLaine, Taylor Lautner, Taylor Swift and Julia Roberts

Many of those stars, like Hathaway, are what Marshall calls FOGs, all of whom opted to work at reduced rates in this $52-million comedy.

“It stands for Friends of Garry,” says Marshall, in his trademark nasally Bronx twang, sitting in a specially padded director’s chair -- a gift from Kutcher. “I’m not a 23-year-old from Canada doing my first picture. I’ve worked with them before. I know them. That’s why we can get them quick.”

It helped that one particularly prominent FOG, Roberts, was the first one cast, playing an Army captain on home leave.

“Garry came over for lunch and wanted to see the kids. I made him some tuna,” recalls Roberts, who in fact had a script that she and her sister and producing partner were trying to interest Marshall in directing. Unfortunately, some of Roberts’ proposed project took place in India, and Marshall doesn’t like to travel.

“I like to stay in Burbank,” Roberts recalls him saying. “What do you think of ‘Valentine’s Day’?” She immediately signed on. The two had worked together on Roberts’ star-making film “Pretty Woman” and on “Runaway Bride.” “We do this every 10 years, " Roberts says. “When I was 21, 31 and now 41. I guess I’m guaranteed a job at 51. I hear it gets harder after 50.”

“Once [Julia] came in, she was a magnet for other actors,” says Mike Karz, who produced the film with Wayne Smith. “It was a rainmaker thing. As soon as she committed, the stars didn’t stop. Julia Roberts in a romantic comedy is the Holy Grail of romantic comedies.”

It also didn’t hurt that the movie filmed in Los Angeles, which Marshall, doing for the Southland what Woody Allen has done for New York, presents in its sunlit, multiethnic best.

“I knew that if you shoot in Los Angeles, you often get better actors, because they don’t have to travel,” Marshall says. “I have a secret list . . . in [my] head; who has little babies; who wants to stay in town.”

Marshall adds that when casting, “You have to read People magazine. You have to keep up, especially with the young kids. You got to know who can get along with who. It’s touchy if they’ve dated. In the old days, you didn’t know who had a broken heart, and now you know everybody who has a broken heart, and you have to tread lightly.”

One story line was created especially for Nashville sensation Swift. The singer is making her film debut in “Valentine’s Day,” and, speaking of People magazine, the celebrity media fixated on Swift and Lautner, who met on the set and embarked on a short relationship. (Those same tabloids now report they have gone their separate ways.)

The film boasts a screenplay by Katherine Fugate (“Army Wives”), and Abby Kohn and Marc Silverstein (last year’s ensemble romantic comedy “He’s Just Not That Into You”), but Marshall also specifically tailored story lines and characters to each star.

In the case of Hathaway, Marshall wanted to give some complexity to the character who originally was not much more than a sweet girl. “You got a nice character but it’s mostly a boy’s story,” Marshall said, when the two began talking about the part.

“When you have people who can act, you have to give them something to do. I said to her, there are a lot of people in this movie. I’m down to either a lesbian phone sex operator or an alcoholic.” Hathaway, having just starred as a recovering addict in " Rachel Getting Married,” demurred on the alcoholism but warmed to the prospect of playing phone sex.

Marshall also had a scene written for Hathaway to take place at a bus stop in front of the Beverly Wilshire Hotel. The bus stop doesn’t exist in real life but had made an appearance in “Pretty Woman,” as Roberts and Richard Gere conducted their famed romance in the hotel.

“The same bus stop,” says Marshall with a laugh. “There’s a lot of nostalgia.” In the scene, Hathaway’s phone sex interlude is interrupted when her new boss, an imperious Queen Latifah playing a cutthroat agent, arrives. Several takes later, in which Hathaway plays the scene alternately straight-faced, loopy, overeager and perky, Marshall seems pleased. “God bless you. Very good,” he tells her.

“I know we have a lot to do, but can I have one more?” Hathaway asks sweetly. “I kind of had half of an idea, that I maybe a quarter did.” Marshall rolls the cameras again, and Hathaway does a slightly broader turn.

“You comfortable?” Marshall calls from the sidelines.

“Yes,” Hathaway says, relieved and ebullient. Marshall comes over to give his ingenue a hug.

“Thank you, sweetheart,” she says, smiling.