The Fabulous Baker Boys is a 1989 American romantic comedy-drama musical film written and directed by Steve Kloves. Primarily set in Seattle, Washington, the film follows a piano duo consisting of brothers, who hire an attractive singer to revive their waning career. After a period of success, complications ensue when the younger brother develops a romantic interest in the singer. Brothers Jeff Bridges and Beau Bridges star as the titular musicians, with Michelle Pfeiffer playing lounge singer Susie Diamond. The Fabulous Baker Boys was Kloves's directorial debut and second screenplay. He conceived the story based on Ferrante & Teicher, a piano duo he had grown up watching perform on The Ed Sullivan Show, which inspired him to write a film about working class musicians who are also siblings. Determined to direct the film himself, Kloves sold the script to producers Paula Weinstein and Mark Rosenberg, and it was subsequently rotated among several production companies before it was ultimately obtained by 20th Century Fox in 1986. The film was shot mostly in Los Angeles, California, from December 1988 to March 1989. Although both Jeff and Pfeiffer were Kloves's first choices for their respective roles, he was initially reluctant to cast Beau, despite Jeff's suggestion. Pfeiffer underwent several months of voice training to perform all of her character's songs, which largely consist of jazz and pop standards. While both Bridges brothers play their instruments on camera, their audio was dubbed by the film's composer, Dave Grusin, and musician John F. Hammond, respectively. The Fabulous Baker Boys was released on October 13, 1989, to critical acclaim, receiving praise for its three leads' performances, particularly Pfeiffer's. The National Board of Review named it one of the year's 10 best films. However, the film underperformed at the box office, grossing $18.4 million against its $11.5 million budget. The Fabulous Baker Boys was nominated for four Academy Awards at the 62nd Academy Awards: Best Actress (for Pfeiffer), Best Cinematography, Best Film Editing, and Best Original Score. Pfeiffer won nearly every acting award for which she was nominated during the 1989-1990 awards season, including the Golden Globe Award for Best Actress in a Motion Picture – Drama, but lost the Academy Award to Jessica Tandy. The film is best remembered for Pfeiffer's sultry performance of "Makin' Whoopee" on top of a grand piano, which several media publications consider to be one of the most famous and sexiest