Behind the Candelabra: Michael Douglas and Matt Damon on how the clothes helped make them the men

Behind the Candelabra Matt Damon

For the first time in his 25-year film career, Matt Damon says that — courtesy of Behind the Candelabra’s over-the-top nature — he finally embraced wardrobe fittings. Fittings that had him donning everything from a bespangled, bare-cheeked thong to a periwinkle chauffeur getup with matching silver boots to a white-and-turquoise lounge set that would look equally at home on a grandma at the grocery.

“I loved it,” Damon says proudly of his country-bumpkin-goes-Hollywood progression. “More than any other movie I’ve been on, actually, the wardrobe and the hair and the makeup really made a difference — and the props, all the jewelry. You just would feel different in the morning. You would walk out with all this stuff on and it was really liberating. It was really fun to put on those costumes.”

For Michael Douglas, it was more than just a good time. Becoming Liberace was a six-month undertaking he says was vital for him to believe he could embody the entertainment icon enough for audiences to forget it’s their favorite highbrow alpha male underneath the flamboyant finery.

behind the candelabra michael douglas

“It was scary. Scary!” Douglas laughs. “Lee was a big guy. He was Polish, barrel-chested, big fingers, big hands. So one is initially put off about how do you find that balance between you and somebody that people know fairly well. I really have to acknowledge Kerrie Smith, my hair person, and Todd Kleitsch, our makeup man, and [Douglas’ longtime wardrobe collaborator] Ellen Mirojnick for figuring out those elements for me. I needed that confirmation first. And then there was enough footage to watch and [he breaks into a flawless Liberace impersonation] you got the voice. That and the movement I could work on alone. But I needed the reassurance on those early hair and makeup tests first.”

RELATED: HBO’s Behind The Candelabra — Steven Soderbergh, Michael Douglas and Matt Damon on the year’s most talked-about telefilm

The film required multiple looks for each actor, each reflective of where the pair was in the timeline and intimacy level of their relationship. For Douglas, that entailed Liberace’s heyday sheen, his softening into a middle-aged, contented pudge (courtesy of a fat suit) and his line-free, wide-eyed, post-facelift visage.

“Because everybody knew what Liberace looked like, Michael had an entirely different task,” says Damon. “I had a little more leeway, but we still had to have four entirely different looks; I had four incredible wigs basically. There was the long blond wig that I start with — that was, like, ’77. And then I had that sort of Flock of Seagulls hair.”

Scott Thorson’s “blond bimbo” wardrobe even changed the way Damon felt about maintaining his movie star physique. “It actually got me excited to lose weight,” he laughs. “For the first time, instead of it being a drag, I remember thinking, ‘But I wanna get into that red shirt! It would fall so much better if I would just lose 5 more pounds!’”

Behind the Candelabra Matt Damon

It fell to costume designer Mirojnick to keep the weight off Douglas in a different fashion — by re-creating Liberace’s most memorable stage outfits from less hefty materials. “It was amazing when we went to the Liberace Museum and dealt with some of his rhinestone robes — the weight!” Douglas exclaims. “That was when you realized for all his finesse, he was a really strong guy. I put one on and it was 60 or 70 pounds. And then trying to hold that attitude?! But he would pay the price to get the results.”

Damon’s wife Luciana was the first to notice a part of her husband’s “wardrobe” that was nowhere to be found on the wardrobe team’s to-do list — a little Brazilian tan-line bonus courtesy of his spray-tan girl.

“Matt was in the bathroom and Luciana walked in and screamed, and he was like ‘What?!’” says Candelabra’s director, Steven Soderbergh. “She goes, ‘Look at your ass!’ He had no idea he had it. So when he came to the set, he said, ‘We have to figure out a way to showcase this in a way that’s organic to the scene. But we have to show this. It’s just too funny.’”

The film’s hot-tub sequences provided the perfect stage.

“We did a scene and when he came out, Matt turned to me and said, ‘Well, did you see it?’” Douglas recalls. “And I said, ‘Did I see what?’ He said, ‘The tan line!’ And I said, ‘Well yeah, I saw the tan line … the scene was pretty good, huh?’ And he said, ‘Yeah … but did you see the tan line?’ I was like, ‘You’re getting me a little worried here now.’”

And likely getting audiences a little excited.

“Gonna be a lot of frame-grabbing going on there!” Soderbergh chuckles.

Besides Damon and Douglas, Behind the Candelabra features an all-star cast of supporting players as the duo’s circle of intimates:

Scott Bakula is hippie cool as Liberace’s choreographer pal Bob Black, who first introduces Scott Thorson to the icon and then serves as his sounding board throughout the affair.

Dan Aykroyd is high-strung comic gold as Liberace’s longtime agent Seymour Heller, who frequently butts heads with the handsome new interloper in his client’s life.

Debbie Reynolds, a close friend of Liberace’s from their Vegas days, was as equally intent on Soderbergh and Douglas doing right by her pal as she was on acing her own startling turn as Frances Liberace, Lee’s domineering mother. “Talk about someone with a couple of lifetimes of experience and stories!” says Soderbergh. “Working with her was a treat. And I ended up having to put that credit ‘And Debbie Reynolds as Frances Liberace’ because nobody recognized her.”

Rob Lowe is a frozen-faced hoot as Dr. Jack Startz, the plastic surgeon who inadvertently launches Thorson down the path to drug-addicted destruction, when, at Liberace’s insistence, he retools Scott’s face into that of a youthful Lee. “Rob Lowe! Pretty funny!” says Soderbergh, who read Reynolds’ and Lowe’s memoirs before working with them. “And he really understood it immediately. I’m fascinated by the fact that he built this whole second career out of playing these comedic roles that no one had ever really considered him for. We had a great time.”

Behind the Candelabra, Rob Lowe

Photos: Claudette Barius/HBO

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Lori just hasn't been the same since "thirtysomething" and "Northern Exposure" went off the air.