It’s been 10 years since “The Kids Are All Right,” a queer family dramedy that was the darling of that year’s Sundance Film Festival, charted an unlikely ride to the Oscars and helped shift popular opinion about gay marriage.

Written by Lisa Cholodenko and Stuart Blumberg, and directed by Cholodenko, the movie arrived as attitudes about gay rights were shifting dramatically. Annette Bening and Julianne Moore starred as a couple whose long marriage had grown stale, further strained by an emptying nest. As their eldest child prepares to leave for college, she hatches a plan with her teen brother to meet their biological father, an Echo Park-dwelling free spirit played by Mark Ruffalo. Tensions escalate as Moore and Ruffalo embark on a secret affair, the kids launch into full rebellion, and Bening unravels with boozy abandon.

While controversial in the LGBTQ community upon release for depicting a lesbian having an affair with a straight man, the movie has now been embraced universally, even by GLAAD. The project has earned lasting cinematic admiration as a portrait of queer people that does not exploit the community’s struggles, but elevates their averageness. It’s also widely seen as a valentine to Los Angeles, given Cholodenko’s flair for exposing the richness of a town known for palm trees and billion-dollar zip codes.

Variety has unearthed the untold history behind the film, which earned four Academy Award nominations including best picture. Ruffalo had fired his agents and was ready to retire from acting before the film revived his career. Jodie Foster (who wasn’t “out” at the time) passed on the lead role that eventually went to Bening. Quentin Tarantino called the movie’s climax one of the scariest scenes he’d ever seen on screen.

The cast and filmmakers reflect on the decade since we first saw “The Kids Are All Right”:

Cholodenko was living in Los Angeles in 2004, and had just finished shooting “Laurel Canyon,” a very different look at California families, starring Frances McDormand as a wild rock star and Christian Bale as her strait-laced son.

Choldenko: I was getting settled in a new place after living in New York for 10 years. My girlfriend said, “Get your butt downstairs and start writing your own thing. You’re not going to keep taking jobs for hire.” So she shoved me in the apartment downstairs and I started writing “The Kids are All Right.” I got to about page 20, and I could tell that it was a bit rarefied. I could tell that I was getting into something that I didn’t want to get into. I wanted to take this subject and make it a comedy, and make it broader, and play with it in a way that I hadn’t with the other stuff that I had done.

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Bening and Moore in “The Kids Are All Right” Suzanne Tenner

Blumberg, the writer-director of Ruffalo and Gwyneth Paltrow’s “Thanks For Sharing,” saw his acquaintance Cholodenko at the 101 Cafe, the legendary diner at the base of L.A.’s Beachwood Canyon.

Blumberg: Lisa told me that she and her then-partner were trying to have a kid with a sperm donor, and she was thinking that would be a cool idea for a movie. I said, “Wow, that’s weird. In college I was a sperm donor, and I always wondered if I have kids and what would happen if they tried to find me.” Then the lightbulb just went off.

A lot of guys I knew donated sperm to pay for their spring breaks or to get money for pizza. Honestly, the way I rationalized it for myself was there are people out there who want kids and can’t have kids. If they say my stuff is good, then why not me as opposed to somebody else? I did it my junior year of college. They tested me out, said I had good motility, and I donated. I don’t know if I have kids. I might have zero, I might have 10.

Anyway, I told Lisa I always thought she was so amazing, and she should try to write something more commercial. She told me, “Oh, fuck you! You should try to write something more independent.” And then she asked if I wanted to start “work dating,” and it became this multi-year process.

Their script attracted interest from major studios like Disney and the indie kingpin Miramax, which was still under the control of Harvey and Bob Weinstein. But life was about to imitate art.

Cholodenko: I brought it to Nina Jacobson, who was running Disney’s Buena Vista Group. She had just worked with Wes Anderson, so she seemed interesting. We had a nice conversation, but it wasn’t for them. There was other interest, but it was not robust. The most interest, weirdly enough, was from Miramax. At the time, I was also trying to get pregnant, and it happened. I had to sit with that. I had a cast, which was different originally, and then the Weinsteins wanted to do this. I said, “Time out. I’m not ready.”

Moore: I met Lisa at a Women in Film event, and I said, “How come I never saw the script for [her first film] ‘High Art’?” She told me, “I think you were working.” I said, “I know I wasn’t.”

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Mia Wasikowska and Josh Hutcherson with Bening in “The Kids Are All Right” Suzanne Tenner

Then she sent me the “Kids Are All Right” out of the blue. I remember our initial conversations, it took a really long time to get set up. At the time, she said I could choose either part. I wanted to play Jules, because it was something I had never played before. We were finally ready to get going, and then Lisa got pregnant with her son.

Blumberg: We probably rewrote that script fully about eight to 10 times. We had independent financiers going, “Why would I make this movie about two 50-something lesbians?”

Cholodenko: I worried about that. Plus all of these A-list, very well respected actors were interested. I couldn’t understand, when I was taking it around, and people said, “I’m not sure,” and, “Is it interesting enough?” I was proud that we went to the mat to take the political correctness out of it.

The film landed financing for a tight 24-day shoot in 2009. Moore’s character Jules, a wispy organic Angeleno who drifted from career to career, would be partnered with Nic — a doctor whose nightly wine intake eased the pressure of breadwinning. Their offspring were the academic golden child Joni (Mia Wasikowska) and her adolescent brother Laser (Josh Hutcherson, before “The Hunger Games” had made him a household name).

Bening: I had met Lisa socially, because we live in the same neighborhood. She asked me to do it. I think Julianne and I maybe had a couple of rehearsals over two days. One of the privileges, as an actor, is that you have an immediate intimacy with each other. That’s what we’re used to doing. Julianne is very experienced, and I’ve made a few movies, and that’s the job. The writing was very good, and everything starts and ends there. Lisa’s process is very straightforward, and she’s very observant. She’s watching and listening, not interfering, and she knows where to put the camera. Mia and Josh were so good, and so ready, and real.

Josh Hutcherson: I didn’t read the script before I went in. My audition for Laser happened three weeks before production started. It was very quick. Lisa is the shit, and so talented, and such a fantastic director and writer. There was a sense of truthfulness and honesty in the family dynamic. We had one day of rehearsal, we didn’t even read the script, we just went to a park and hung out. We all gelled.

Mia Wasikowska: They were the best moms. It was one of those things where everyone was immediately warm, and that helps when you’re a slightly awkward teenager like I was at the time. Playing Joni, she sort of mirrors what the family is going through itself. I remember, I was probably quite shy anyway, but I think people might have been a bit nervous about me yelling at Annette and Julianne in some of our scenes. I had quite a bit of anxiety about it, but it was fun to let loose at a couple of amazing actors I grew up watching.

The film’s third lead was Paul, the sperm donor, a role that had previously attached actors Ewan McGregor and Peter Skarsgaard in various stages of development. With weeks to go, Moore turned to her friend Sunrise Coigney, to see if her husband Ruffalo might be interested.

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Ruffalo in “The Kids Are All Right” Suzanne Tenner

Ruffalo: I was ready to hang it up as an actor and look towards directing. I pretty much had disbanded my team, I didn’t have an agent or manager anymore. The things that were getting me down was the business, and what the priorities were. I had good people, but I had lost my joy for it. Then this happened. I got nominated for an Oscar, and I started getting calls. It sort of rejuvenated my career and my feelings about acting. It was a different kind of role for me, and people started to see me in a different kind of way.

Cholodenko: The timing is such that I think it helped. He got an Oscar nomination, and that almost didn’t happen. I didn’t even work with him before day one. We had a hug, went into the trailer and looked at some leather jackets, and then he walked on the set. That was it.

Ruffalo: Filming this movie, I was very aware that it would be what I thought was my swan song. I came to it with this kind of openness and fearlessness that I hadn’t felt since I was a young actor. Working with a gay director, in this particularly important moment, and having it be led by a story about a gay couple — I knew that it would have the appeal that it ended up having. I fucking fooled everyone! You wouldn’t have Bruce Banner without this queer Focus Features indie. I love that.

The script did not shy away from frank explorations of sexuality, both straight and queer. In one scene, Laser discovers that his mothers enjoy watching gay male porn.

Blumberg: We were at this deli called Victor’s near Beachwood Canyon, and we were talking and she threw that out. Because I am a white cisgender male, I can see things that she couldn’t.

Cholodenko: We were younger, we would have these saucy conversations when we were writing, kind of picking into each other’s lives. I mentioned that a lot of gay women do that. He said we should put it in the film, and I was like, “There’s no way Stuart. I’m not putting that in here.” It was too intimate, or something. He was like, “It’s funny. Who cares?”

Ruffalo, who had broken out 10 years earlier with an acclaimed performance in the indie “You Can Count On Me,” had never been cast as a playboy — let alone one of Paul’s sexual prowess. Ruffalo shot his sex scenes with both Julianne Moore and Yaya DaCosta, the gorgeous Tanya, an employee at Paul’s farm-to-table restaurant (shot in Cypress Park).

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Yaya DaCosta and Ruffalo in “The Kids Are All Right” Suzanne Tenner

Ruffalo: Paul was so far from me. Honestly, it was at that time that my brother had passed away, and my brother had these easy vibes, an easy sexuality, a real sense of fun and joie de vivre. He also had alternative points of view, so a lot of that character was [my brother] Scotty.

My feeling was, maybe no one wants to see me do a sex scene anymore, and my wife’s like, “You’re right.”’ I did have her OK it, and because she said it’s Julianne and I trust her, you’re allowed to do this. My first day at work, first scene, was with Yaya DaCosta — and I threw out my back.

Lisa says, “Stand in the middle of the room naked. And I want to see your ass, and you’re just out there doing it like two animals.” So I told Yaya It was nice to meet her, and I apologized in advance.

DaCosta: Tanya was dope, and he was lucky to be hanging out with her! While it wasn’t about her being Black, the choice in me to play that role definitely gave some information to the audience about what kind of a dude he was, you know? She was sort of a huge living adjective serving his character.

Among the film’s pivotal moments was a 12-page dinner scene, where Bening’s character discovers her wife is having an affair with their sperm donor. The realization comes with an other-worldy tracking shot around Bening’s face, which many argued landed her the Best Actress Oscar nomination.

Cholodenko: The end of that scene, it was the end of the night. We had to get that shot, and I remember my DP saying, “I’m going to put the camera on a slider and we’re going to over crank it so it’s slow motion.” I certainly could relate to that feeling of learning something and being in shock, and having to handle it.

Blumberg: She’s in her own private hell. That was deliberate on the page and Lisa brought it home. I remember Lisa saying she talked to Quentin Tarantino about the film, and he said, “Lisa, man, that was one of the scariest scenes I’ve ever seen in movies.”

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Bening in “The Kids Are All Right” Suzanne Tenner

Bening: Lisa and Stuart somehow knew that the way the movie goes along — you don’t think about the camera, it never calls attention to itself. But she did that deliberately, because she doesn’t do that in any other moment. She draws out and dramatizes that moment in a way that is like handing you a gift as an actor.

The finished film headed to Sundance in 2010 with a great deal of buzz. For Focus Features chairman Peter Kujawski, who at the time handled international sales, it was the only movie he cared to see.

Kujawski: It felt naturally like the kind of story we wanted to bring into the world. I drew the straw to see the other things that night, because the majority of international territories had been sold. I remember sitting in another movie, and I don’t remember what it was, and I was texting the whole team when I knew they got out. My phone exploded, people absolutely loved it.

Wasikowska: I was so new to all of that, and I don’t think I knew at the time how amazing that was. But it was a dreamy experience, the screening and the buzz afterwards. Lisa and her managers and a few people around the dinner table after the screening, they were already in negotiations to sell it and I didn’t even know what they meant. Someone said, “It got sold!” and I said, “Great! I didn’t know it wasn’t sold!”

Hutcherson: We were in the Eccles Theater, and I hadn’t seen it yet. We’re sitting there and watching, and everyone was laughing a lot, and I was very confused. I had read the script and thought it was a family drama. And I thought, shit! This is a dark family comedy. That went right over my little naive head.

Focus landed the film for $4 million, and released it on July 30, 2010. This came two months after the Season 1 finale of “Modern Family,” and in the thick of preliminary hearings and national discourse about gay marriage. The producers and studio were shocked to see that many lesbians were offended by the film, particularly over the fact that Moore’s character slept with a man.

Cholodenko: The only people that really, I think, took umbrage with the film were lesbians, who were like, “Oh, the trope. And she’s with the man.” And I was like, “I’m not having it.” I’m not saying anything about anything. I’m just saying it’s all on the table and it’s all fine.

Moore: I can see why people took issue with a lesbian character having an affair with her sperm donor. On the other hand, I think that Jules’ character was someone described as being very fluid, sexually and personally. She was floating, in the sense of her entire identity — as a woman, as a person, in her career.

There was also criticism, at the time, in the queer press about how Bening and Moore were both straight actors playing gay roles. 

Moore: I’ve thought about that a lot. Here we were, in this movie about a queer family, and all of the principal actors were straight. I look back and go, “Ouch. Wow.” I don’t know that we would do that today, I don’t know that we would be comfortable. We need to give real representation to people, but I’m grateful for all of the experiences that I’ve had as an actor because my job is to communicate a universality of experience to the world. The idea that, rather than othering people, we’re saying we’re all the same. Our humanity is shared.

Cholodenko: Super interesting argument. It really is. I tend to err on the side of, “It’s make believe,” and it’s of the discretion of the director who’s the most compelling for that job. So, I don’t think it’s mutually exclusive. While I want to promote gay people representing gay people, trans people, all the rest, queer people — it’s also a commercial prospect. It’s all those things.

When I cast Julianne and Annette, I really felt like, on the continuum of gayness, I could feel their gayness. It didn’t feel phony to me. I didn’t feel like I was putting somebody in an outfit and asking them to parade as something that was false. There was a conversation about going out to Jodie Foster. I think somebody even asked her. So there was a gay person who wasn’t interested in portraying a gay person.

Jodie Foster (over email): I honestly don’t remember it being offered to me. I really like Lisa Cholodenko. We’ve met socially a few times since the film came out. Funny she never mentioned this anecdote to me. FYI, I don’t like it when journalists mention parts that were passed on by other actors. It diminishes the actors who DID play the role beautifully. I have NEVER commented on films that I passed on. I find it disrespectful to the artists by creating a gratuitous public competition. I’m pretty sure all of my peers would agree. It has been an issue of discussion with some of the actresses I have worked with.

Foster, again, hours later: “I was just looking at the dates for the ‘Kids Are All Right’ release. I was prepping and then shooting ‘The Beaver’ at the same time as they were doing their film. (our release got pushed into 2011 although was slated for Fall of 2010. We missed the Cannes lock picture date for that Spring of 2010 because the edit wasn’t ready. Went onto do reshoots in the summer 2010. Remember?) I acted in and directed that film. I wasn’t available in the time period of ‘Kids Are All Right’ shoot.”

Five years after “The Kids Are All Right” released, gay marriage was legalized in the U.S. The cast and filmmakers feel that legacy today.

Bening: One of the most incredible things that happened was, after the film came out, I was on a trip to Cuba with the Academy [of Motion Picture Arts & Sciences]. We were part of this international outreach committee, so we got to go to the major film festival there. Sadly in Cuba, they’re so forward thinking in many ways but in the revolution, one of the things they really got wrong was gay people, and they were very repressive to gay people. When I landed and walked through the airport, a young guy came up to me and grabbed my arm, and had seen the film. He said that he was able to show it to his family. He said that because they had all watched it together, it made a huge difference in their understanding and acceptance of him being gay.

Ruffalo: What made that movie so powerful is that it wasn’t a polemic. It was people watching themselves — their own relationships, whether they were straight or gay, that’s why it had such a cultural impact. Folks saw these people are really no different than them.

Cholodenko: Recently, I was doing something at the American Film Institute, and a woman from somewhere in China, came up to me and said, “I just want you to know that part of why I wanted to become a filmmaker, and actually something that really changed my life was getting a bootleg of ‘Kids Are All Right.’ It was banned in China, and it changed everything in my life for me. I could see myself, finally.”

And things like that, where you’re just like, “Fuck! That should be so easy to see.” You forget that you’re doing something that could really touch people, because they don’t get to see themselves.