What’s commonly known as one of the greatest music videos in history almost didn’t come to fruition because of money, casting and religious beliefs.

Zombies, werewolves and monsters, oh my! When Michael Jackson’s iconic music video for “Thriller” debuted on MTV on December 2, 1983, it changed the music video industry forever.

Similar to the way Queen pushed through doubters and disobeyed the normal three-minute length for a song when they debuted “Bohemian Rhapsody” in 1975 as a five-minute-and-54-second track, Jackson also defied the traditional length with a five-minute-and-57-second version of “Thriller” on his 1983 album of the same name. But for the music video, it was stretched to a nearly 14-minute mini-movie, directed by John Landis — and was the first music video to be registered in the National Film Registry in 2009.

Complete with a plot and ending credits, the video, which clocks in at 13:42 in its YouTube form, has been hailed as one of the greatest music videos of all time — so much so that even the accompanying Making Michael Jackson’s Thriller behind-the-scenes documentary won the 1984 Grammy for Best Video Album. (Ironically, the video itself lost the 1984 MTV Video Music Award Video of the Year to the Cars’ “You Might Think,” but did win Best Overall Performance in a Video, Best Choreography in a Video and the Viewer’s Choice Award that year.)

While pop culture homages to the video are as far-ranging as the Backstreet Boys’ sampling in their 1997 “Everybody (Backstreet’s Back)” music video to a viral sensation of 1,500 inmates of the Cebu Provincial Detention and Rehabilitation Center (CPDRC) doing the iconic choreography in their orange uniforms, the video has been as synonymous with Halloween as it has with Jackson’s own legacy.

But to achieve that level of influence took quite intricate planning and creativity. Here, go behind the video’s creation and dig into the secrets behind the scenes:

Jackson wanted to be a monster 'just for fun'

The idea for the music video came along when Jackson told Landis that he “wanted to be turned into a monster, just for fun,” Landis told Vanity Fair.

After all this was already the third music video — and seventh single — off of the 1982 Thriller album (which had been on the charts for a year already) after “Billie Jean” and “Beat It,” so Jackson’s commercial success and acceptance wasn’t a priority — it was an opportunity to experiment.

“Jackson was the ideal video star,” as Vanity Fair put it. “Not only did he radiate an epicene glamour that was at once innocent and intensely erotic, but he was also conceptually inventive, a great dancer, and a sartorial trendsetter.”

READ MORE: The Surprising Reason Michael Jackson and Freddie Mercury Never Released Their Duets

He suffered from childhood terrors from a mask his dad used to scare him

The irony of the monster look being “fun” was obvious. When Jackson was a child, his dad, Joseph Jackson, had once put on a mask and climbed through his son’s window to scare him, as detailed in a biography written by J. Randy Taraborrelli.

While the father’s purpose was to remind the child to close his window, it backfired. Young Jackson had nightmares for years stemming from the incident. Oftentimes even the sight of his own father terrified him.

“I never was a horror fan — I was too scared,” he had said. Yet Jackson wanted the kind of terror in “Thriller” to be more campy and comical than fear-eliciting. So he dialed up film director Landis who had done 1981’s An American Werewolf in London.

The video was conceived as a movie

At this point in time, it was unheard of to have film directors “stoop” to the level of a music video, so Landis suggested filming it as a full-blown narrative, shot on 35-millimeter film with makeup by Oscar-winning makeup artist Rick Baker who had done the Werewolf film. Jackson jumped at the opportunity.

But there was one problem: Money. The half-million dollar budget was unheard of. And since there had already been two prior videos from this album, his label, CBS Records, refused to pay for another.

So Jackson and Landis got creative — and perhaps a bit cocky about the video’s impending success. They conceived a 45-minute behind-the-scenes documentary called Making of Michael Jackson’s Thriller — yes, even before the video was made. But it worked. MTV and Showtime each agreed to pay about $250,000.

A playmate was cast after Jennifer Beals turned down the video

Fresh off the success of 1983’s movie Flashdance, Jennifer Beals was the top pick to costar with Jackson. Landis wanted someone who could play the love interest in both a 1950s and 1980s setting — and she was perfect for the role. Except that she turned down the offer.

“I auditioned a lot of girls and this girl Ola Ray [stood out],” Landis told Vanity Fair. “First of all, she was crazy for Michael. She had such a great smile. I didn’t know she was a Playmate.”

And she made her feelings for Michael obvious. On the 1983 set, she said, “Michael is very special, not like any other guy I’ve met. Since we’ve been working together we’ve been getting closer. He was a very shy person, but he’s opened up. I think he’s lived a sheltered life. He knows a lot of entertainers, but he needs friends that he can go out and relax and enjoy himself with, instead of talking to his mannequins in his room.”

Ola Ray and Michael Jackson in the Thriller music video

Ola Ray and Michael Jackson in the "Thriller" music video.

Jackson’s beliefs affected his on-set behavior — and elicited a 'warning' label on the video

At the time “Thriller” was filmed, Jackson was a 25-year-old, 5-foot, 7-inch tall, 100-pound superstar — who was just as dedicated to his career as he was to being a practicing Jehovah’s Witness. His beliefs deemed, among other things, that he abstain from swearing and pre-martial sex. In fact, he was so dedicated that he told Landis he closed his eyes during An American Werewolf in London’s sex scenes.

Paired with Jackson’s shy persona, this often created challenges on set for what Landis hoped would be a sexy video. “In adolescence, youngsters begin to grow hair in unexpected places and parts of their anatomy swell and grow,” he said in his book Monsters in the Movies. “Everyone experiences these physical transformations in their bodies and new, unfamiliar, sexual thoughts in their minds. No wonder we readily accept the concept of a literal metamorphosis.”

He’s even documented as going as far as instructing Jackson to “Make it sexy this time… “You know, as if you want to f**k her.”

Jackson pulled it off — and even possibly experimented a bit behind the scenes with Ray, who said she had some “intimate moments” with him in his trailer but at a “kindergarten level”: “I won’t say that I have seen him in his birthday suit, but close enough.”

Even the very concept of werewolves were hard for Jackson to grasp. Eventually, a “warning label” of sorts was added to the beginning of the video stating, “Due to my own strong personal convictions, I wish to stress that this film in no way endorses a belief in the occult.”

READ MORE: How Michael Jackson's Child Stardom Affected Him as an Adult

Jackie Kennedy Onassis, Fred Astaire and Marlon Brando visited the set

Already the bonafide King of Pop, Jackson’s circle of friends was star-studded — and his list of on-set visitors was mind-bogglingly A-list.

Jacqueline Kennedy Onassis, who was a book publisher at Doubleday at the time, flew out from New York City to talk about a memoir on the set (it was later published as his 2009 book Moonwalk).

Marlon Brando also dropped by to give Jackson acting tips, with Jackson once saying, “Marlon told me to always go for the truth, not the words.

Also on the guest list: Fred Astaire, Rock Hudson and Quincy Jones.

The music video had a celebrity-filled Hollywood premiere

To fully lean into the mini-movie concept of the film, a full-on movie premiere was held at the 500-seat Crest Theater in the Westwood neighborhood of Los Angeles on November 14, 1983.

The biggest names in Hollywood flocked to the event, including Diana Ross, Warren Beatty, Prince and Eddie Murphy. First, a Mickey Mouse cartoon called The Band Concert aired and then the 14-minute music video — in which the first note wasn’t even played until four minutes and 13 seconds in — with the volume at rock-concert level.

“Encore! Encore! Show the goddamn thing again!” Murphy shouted. The video was indeed shown again.

By the time December 2 rolled around for the television premiere, there had been tons of promotion and hype. It was played twice an hour and both the video and making-of special were repeated over and over on MTV. Album sales doubled, making it the top-selling album in the U.S. for years — until it lost top honors to The Eagles in August 2018, according to the Recording Industry Association of America.

But the legacy of the video itself is yet to be unmatched.