How 'Game of Thrones' nearly ended before it began thanks to a disastrous pilot

• Insider correspondent Kim Renfro's new book, "The Unofficial Guide to 'Game of Thrones,'" takes fans into behind-the-scenes stories of how the hit HBO series was made.
• In an excerpted chapter titled "The Pitch and the 'Piece of S---' Pilot," Renfro details how showrunners David Benioff and D.B. Weiss convinced HBO to greenlight a pilot — and then nearly messed the whole thing up.
• "The Unofficial Guide to 'Game of Thrones'" is available in bookstores now. Find the nearest available copy now, or order on Amazon here.

In 2006, David Benioff and D.B. Weiss set out to convince HBO to greenlight a pilot for a stunning fantasy series by George R.R. Martin called "A Game of Thrones." With the tagline "It's 'The Sopranos' of Middle Earth" and the promise that it was a "television phenomenon waiting to happen," HBO's co-presidents Richard Plepler and Michael Lombardo signed off on the series.

What happened next is the stuff of HBO legend — the first pilot was a complete failure. This is the story of how Benioff and Weiss were forced to turn it around and rescue the show that had already cost HBO $10 million.

What follows is an excerpted chapter from Insider correspondent Kim Renfro's new book, "The Unofficial Guide to 'Game of Thrones.'"

'You guys have a massive problem' — the failed first pilot and why it was a disaster

With HBO's co-presidents Richard Plepler and Michael Lombardo's blessing, David Benioff and D.B. Weiss headed to Northern Ireland to set up shop and spend several months filming the first-ever "Game of Thrones" episode. Dozens of costumes were made, sets were built, castles and moors and other natural landscapes were overrun with filming crews. Wolves were brought to the set, White Walker prosthetics were designed, and the Iron Throne was built.

By early 2010, after three years of perfecting their script and seven months of filming overseas, the neophyte showrunners had the first cut ready to go. In a Santa Monica studio, the two showrunners sat down with Scott Frank, Ted Griffin, and Craig Mazin — all fellow script writers and good friends whom Benioff and Weiss trusted to give an honest review of their "Game of Thrones" pilot.

As the episode came to a close and Jaime Lannister shoved Bran Stark out of a tower window, it was immediately clear that something somewhere had gone horribly wrong. Craig Mazin looked at the two inexperienced showrunners and spoke truthfully: "You guys have a massive problem."

This grave pronouncement was noted (literally, in Sharpie and in all caps, on a pad of paper) by Benioff and Weiss, who realized they might have just blown it.

"Watching them watch that original pilot was one of the most painful experiences of my life," Benioff said during a live recording of Mazin's podcast, Scriptnotes, along with Weiss. "I mean, it's probably like appendicitis and that."

One of the biggest errors that came to light was how the pilot had failed to establish Jaime and Cersei Lannister as siblings, let alone twins. The whole final climax of the pilot occurs when young Bran Stark discovers Jaime and Cersei having sex, thus revealing to the audience that the queen and her brother are engaged in a covert incestuous relationship. But nobody in the viewing room understood the Lannister-sibling relationship, nor why that would lead to the presumed murder of a child.

More generally, the pilot seemed to be doing a poor job of establishing the very large cast of characters and their relation to one another — both familial and geographic.

"Craig [Mazin] didn't really have any brilliant ideas except he told us 'change everything,'" Benioff said. "And we believed him, because he was right."

Shortly after this first crash-and-burn trial run of the pilot, the two new showrunners had to repeat this horrific viewing process with HBO president Mike Lombardo. HBO hadn't yet signed off on a full first season run of ten episodes, so this was a major test.

"We needed to get to series," Weiss explained in a later Vanity Fair interview. "Mike came in. He had had enough waiting. And I was just staring at Mike's face. It was like a horror movie. Not Mike's face — which looked great — but his expressions."

Though Weiss remembers it as a horror story, Lombardo's own recollection of the first pilot was told more gently in the oral history published in Fast Company.

"The pilot was okay," Lombardo said. "It wasn't great. The casting was really good. We ended up reshooting, I don't know, 80% of that pilot, 90% of that pilot, but by that time we were in. We knew there was something amazing and we learned from our mistakes."

Lombardo was able to focus in on one key problem happening within that first attempt at a pilot.

"The weakness was that the show needed more scope," he said. "It screams for scope. You need to feel the landscapes of the different kingdoms, so it was a visualization and an execution that we learned from, and we learned to do it on a budget that made sense for us."

Plepler wasn't in the same room as Benioff and Weiss when he first saw this pilot with an all-caps "MASSIVE PROBLEM," but he was much more optimistic about the prospects of the show based on this hour of footage.

"We were told by someone who watched it with Richard that when it was done, he stood up and pumped his fist in the air, which was very far from our own reaction to the pilot we had shot," Weiss told Fast Company. "To his credit, he saw through the mistakes that we couldn't."

And so in early 2010, four years after meeting George R. R. Martin for the first time, Benioff and Weiss had to wait patiently to see if their shared dream would become a television reality. Weiss says it took around four months after the first pilot was turned in for the HBO executives to greenlight the full series.

"HBO was really on the fence about whether or not they were going to let this go to series," Weiss told Variety in a later interview. "And those were four of the longest months of both of our lives — sitting there thinking every day that this thing that was a once-in-a-lifetime opportunity that's never going to come by again, and we fucked it up. It would be one of those big fish stories, those one-that-got-away stories, you'd be telling for the rest of your life."

HBO decided to let Benioff and Weiss have another try

In spite of that first-lap stumble, Lombardo and Plepler decided to charge forward. On March 2, 2010, news outlets were buzzing with reports that HBO had officially greenlit "Game of Thrones." Benioff estimated that an astonishing $10 million had already been spent on the first iteration of the pilot. According to the Hollywood Reporter, HBO eventually shelled out a total of $20 million before the final version of the pilot was completed. The entire first season was greenlit with a new $50 million total budget, and orders for reshoots were given.

"So what happened was, they said, 'OK, the pilot's not so good, but we're just going to go ahead and make season one, and you'll reshoot the first episode while you're doing season one," Benioff told Vanity Fair.

"To be given the opportunity to do something like this one time is a pretty rare gift," he said. "To be given the opportunity to do more or less the exact same thing twice is an extremely rare gift."

Benioff and Weiss knew the responsibility and trust that was being handed over to them by both HBO and George R. R. Martin.

"In 2010, [Plepler] ordered a very expensive show set in a genre alien to pay TV, from two guys who had never written or run a show before, and whose first attempts at writing and producing the 'Game of Thrones' pilot had fallen well short of expectations," Benioff and Weiss told Multichannel News years later. "And knowing all those things, he supported our show, and took a serious, potentially ruinous risk in doing so. Because he believed in it."

That belief wasn't doled out with zero caveats, however. Weiss and Benioff would later admit that it was clear they had to earn HBO's trust back in the year after they initially bombed the pilot.

"That first year felt very probationary," Benioff told Variety in 2015. "It was like, 'All right, these guys are probably not very good at this. Let's see what they can do. We've already sunk a lot of money into this pilot. Might as well get one season out of it.'"

The second time around was the charm

As anyone who has taken an Econ 101 class will tell you, HBO subscribed to what's known as the Sunk Cost Fallacy, in which people will choose to continue spending money on something they think is bad because they've already sunk enough value in it, and they figure it'd be an even bigger waste of money to quit and walk away. Thankfully this fallacy isn't always correct, and we are forever indebted to HBO for not following behavioral economic theories to a T.

And perhaps no one can sum up the turnaround achieved by Benioff and Weiss better than that same friend, Craig Mazin, who first said they had a serious problem on their hands. Benioff and Weiss invited Mazin along to HBO's "Game of Thrones" premiere event in April 2011. Back then the premiere was a smallish affair, nothing over-the-top or celebratory in the way future red carpet premieres would be.

"One of the moments I will never forget is being invited to the premiere of the first season where they showed the first two episodes of the series," Mazin said on his Scriptnotes podcast. "So I went in just thinking, well, I'm going to see how this goes. And I sat there, and this show unfolds ... and I am stunned. Stunned."

Mazin told Benioff and Weiss on the podcast how shocking the pilot turnaround was.

"I very specifically remember walking out and you were there, and I said to you, 'That is the biggest rescue in Hollywood history,' " Mazin recalled. "Because it wasn't just that you had saved something bad and turned it really good. You had saved a complete piece of shit, and turned it into something brilliant. That never happens."

With their first big blunder out of the way, Benioff and Weiss had to wait and see if the world would become as captivated by George R. R. Martin's imagined universe as they had nearly six years prior.

We now know with the gift of hindsight that it worked the second time around, but why?

"Every single department stepped up," Benioff later told Vanity Fair. "As Dan was saying, certainly we hadn't done it before. I don't know if anyone had done this type of genre on this type of scale ... the difference between what we had originally shot and what you see in season one is dramatic."

New directors and actors were added to the second pilot

For the first version of the pilot, Benioff and Weiss had hired director Tom McCarthy to be behind the camera. As McCarthy explained to the AV Club in a 2011 interview, he took the gig because he was between jobs and it would be a new challenge (McCarthy had primarily worked in film prior to this, including the breakout indie movie The Station Agent starring Peter Dinklage).

McCarthy said he had "very little" impact on the look and feel of the pilot, and by the time Benioff and Weiss realized they needed to reshoot the bulk of it, McCarthy was busy with another project and unable to return for another run.

"I couldn't do it. And I just didn't feel connected to it," McCarthy said. "It wasn't a big decision. It felt right.

"I think if you're going to do series television on any level, and if you want to enjoy it, you really have to understand the parameters of what you're doing, and have your team in place, and have your support network," McCarthy said. "I think the great shows, 'The Wire,' 'Sopranos,' 'Six Feet Under' — I think there was a very clear understanding of whose show it was, and I think those guys who made those shows, there was a singular vision there."

And so McCarthy walked away, and Timothy Van Patten took over for reshoots of the pilot, and also directed the second episode of the debut season. In addition to a new director, Benioff and Weiss worked with casting director Nina Gold to get new faces into several key roles.

All of Catelyn Stark's scenes were reshot with new actress Michelle Fairley instead of Jennifer Ehle, who had decided to leave the project after reconsidering the lengthy time commitment. The role of Daenerys Targaryen was also recast, and the now famous Emilia Clarke stepped in for "Pride & Prejudice" and "The Tudors" actress Tamzin Merchant.

Martin was very active on his blog, then hosted on LiveJournal, at the time. He announced several of the changes there. One actor swap has become more meaningful in hindsight: the recasting of Ser Waymar Royce. He is the lordling in charge of the Night's Watch ranging mission that opens the entire series and goes horribly, deadly wrong.

"David and Dan and HBO have decided to reshoot the prologue sequence from the pilot," Martin wrote on Not a Blog. "For the very best of reasons, I think: to make it better. I've seen the pilot, or at least a rough cut thereof, and I thought the prologue sequence was quite good, actually. But this will be the opening scene of the entire series, the first introduction to the world of Westeros for millions of viewers, so 'quite good' was not good enough. We want to make it great."

Martin then explains how the reshoots become an issue when "life moves on and so do actors." One such actor was Jamie Campbell Bower, a young actor who Martin said "everyone loved" as Ser Waymar, but he had landed a role on the Starz Camelot series by the time HBO needed to do reshoots.

"Unfortunately, Jamie's shooting schedule with Camelot conflicted with our own, so there was no way he could come back and reprise his performance as Ser Waymar," Martin wrote. "But we wish him luck with his new (much larger) role ... and who knows, if 'Game of Thrones' should happen to have a longer run than Camelot, maybe one day he can come back and play another (much larger) role for us."

By January 2019, nearly a decade later, Camelot was long gone and HBO had made new casting announcements for the first "Game of Thrones" prequel series, then in its pilot stage. One of the actors who landed a part was none other than Jamie Campbell Bower, making Martin a bit of a blogging prophet.

The script had to be totally redone

In addition to recastings, Benioff and Weiss reworked almost the entire pilot script. We know the details of what was changed between versions of the episode thanks to the Shavelson-Webb Library, where both a version of the original script from Benioff and Weiss and a new version (penned in 2010) are available for public perusal.

In broad strokes, the original pilot script pulls swaths of George R. R. Martin's first chapters of "A Game of Thrones" onto its pages, often word for word. But the new version is a clear concession on Benioff and Weiss's behalf that some things don't translate straight from page to screen. They realized they needed to spoonfeed information to the audience and better explain the relationships between all of the characters and locations.

The original pilot opens precisely as Martin's first prologue chapter does, with three Night's Watch rangers (Ser Waymar Royce, Gared, and Will) beyond the Wall and already in the middle of tracking wildlings. However, the aired pilot begins with our three doomed rangers crossing beneath the Wall and beginning their journey north.

Benioff and Weiss were taking Lombardo's advice and giving the pilot a better sense of scope. By showing Castle Black and the Wall right away, the cold open is given a better sense of location.

In the new pilot, Benioff and Weiss were smarter about introducing the White Walkers

Another change came with the description of Will's discovery of the wildling corpses and the White Walkers themselves, referred to as "Others" in the first script but White Walkers in the final version (Martin uses these terms interchangeably in the books).

When Will sees the corpses in the final pilot, their bodies are mangled and arranged in a pattern, something Benioff and Weiss invented for the show. Their script indicates that this was a "witchy mandala" designed to send a message and show that the White Walkers were not mindless animals. The change allows for Benioff and Weiss to establish that the White Walkers are sentient, in human beings with a culture and purpose.

And both versions of the script make it clear that the White Walkers speak a language humans cannot understand. Again, this is something Martin alludes to in his books when the Other speaks and Will thinks the voice sounds "like the cracking of ice on a winter lake."

The opening sequence was also changed

The first attempt at a pilot had a different opening credits sequence than the one we've come to know and love. Benioff and Weiss originally used a raven flying with a message as the opening, showing the bird soaring over various locations. For the final pilot, Benioff and Weiss hired Angus Wall at the Santa Monica design firm Elastic to create the new opening credits sequence. As Vanity Fair reported, Wall had previously been hired by Carolyn Strauss (ex–HBO executive turned "Game of Thrones" producer) to do the credits for Carnivale and Rome.

Wall took this early idea of a raven flying over the various spotlight locations and re-imagined it as a digital camera's perspective with machinelike, da Vinci–esque inspirations. This is where we get the cogs of castles and sigils and the final shot of the astrolabe rotating around the sun with engravings that show the battle for the throne between the stag (Baratheon), lion (Lannister), wolf (Stark), and dragon (Targaryen).

By putting the map into an inverted sphere shape, the Elastic team was also helping Benioff and Weiss solve their challenge of properly establishing the geography of Westeros and Essos.

The writers went back and added more exposition to the dialogue, which helped the audience understand who was related to who

The small tweaks only increase from there. Many of the changes are centered around Benioff and Weiss making more room for expository dialogue, like adding in Ser Waymar Royce telling Will he'd be executed "as a deserter" if he abandons his post. This happens again with the inclusion of a new opening Winterfell scene with Jon telling Bran that their father is watching the boys train, but specifically saying "and your mother" in order to tell audiences about Jon's bastardship.

Another obvious example of this spoon-feeding can be seen in the changes made to Cersei and Jaime's first scene together in the throne room. Benioff and Weiss rearranged this whole section to better establish the Lannisters' rivalry with the Starks, with Jon Arryn's death being the inciting event that will bring the two families in closer proximity. Here we get more pointed dialogue that tells the audience about Cersei and Jaime's sibling relationship, as well as her marriage to King Robert.

The scene kicks off with a not-so-subtle line from Jaime as he walks up to Cersei and begins with "As your brother..." Benioff and Weiss's friends had completely missed the sibling link between Cersei and Jaime for the first go-around, so they changed this scene's dialogue to make it extra clear that Cersei was married to the king, Jaime was her brother, and the two siblings had a secret big enough to get themselves killed if King Robert ever found out.

Some pieces of the original pilot did make it into the show

Not everything was redone, though. The copy of the 2010 script at the Writers Guild Foundation library has sections underlined by Benioff and Weiss to indicate where they planned on using old footage. The first of these recycled scenes comes nearly twenty-two minutes into the aired pilot, where we see a raven flying toward Winterfell with a scroll tied to its leg.

The second snippet of footage Benioff and Weiss managed to rescue from the first pilot is the shot of Bran climbing the walls of Winterfell and watching the king's party approaching the castle.

Once the travelers enter the Winterfell courtyard, we get another bout of exposition when Arya tells Sansa, "That's Jaime Lannister, the queen's twin brother!" as he takes off his helmet and looks around, and then later in the scene she asks Sansa "Where's the Imp?" as a way for the episode to lead into Tyrion Lannister's introduction.

Tyrion's R-rated brothel scene features the sex worker named Ros, played by Esmé Bianco. Nearly ten years later, Bianco carries an earned pride for having one of the only scenes that wasn't axed after the first pilot's filming.

"I was originally just called 'the red-headed whore,'" Bianco said during a spotlight panel at the second annual Con of Thrones in 2018. "I didn't have a name at that point. And I was only meant to do this one scene with [Tyrion] ... and they reshot almost the entire pilot with the exception of my scene with Peter [Dinklage]."

You'll notice how Tyrion's hair is very blond and straight in this entire scene. In the books his hair is described as so blond "it seemed white," and so Benioff and Weiss tried out a wig on Peter Dinklage for the first version of the pilot. But by the final version, his natural hair was back. You can see his hair change within the pilot.

During the Con of Thrones panel, Bianco also revealed it was Martin who suggested her character be given a name. He was more closely involved with production back in those days, and when Benioff and Weiss continued to write scenes for Ros (who doesn't exist in the books), Martin pointed out she should be called something other than "red-headed whore."

The other scenes saved from the "piece of shit" pilot include Ned and Robert's conversations in the crypts (Sean Bean's hair looks a tad greasier in those original scenes) and shots from the feast at Winterfell when Ned speaks with both Benjen and Jaime. Once again you can tell thanks to the change in Sean Bean's hairstyling.

The show also did away with flashbacks, which were better suited to the books, and added Emilia Clarke's scenes

The first run of the pilot's feast scene included Jaime and Ned talking about the Mad King, Aerys II Targaryen, and how he executed Rickard and Brandon Stark. Instead of cramming this into the pilot, Benioff and Weiss moved the exchange to the third episode of the season, "Lord Snow." That way when Ned and Jaime speak bitterly of the Mad King and Ned's father in the throne room, it helps contextualize the events of Robert's Rebellion.

Given how much of the first season of "Game of Thrones" relies on an unfolding understanding of Robert's Rebellion and the way it impacted our various lead characters (Ned, Cersei, Jaime, Catelyn, and Littlefinger, to name just a few), it's no surprise that Benioff and Weiss first tested out the possibility of using flashback scenes.

One of the most legendary aspects of the unseen pilot is a flashback scene that showed Ned's father and brother killed on the orders of the Mad King. A small flash of this scene made it into two of the early "Game of Thrones" promotional videos and trailers released by HBO.

In the footage, which lasts barely a second, a man who looks an awful lot like Ned Stark is struggling against a rope tied around his neck (rumor has it the man in this scene was Sean Bean's body double, which is why he so resembles the Ned we've come to know). Blood covers his face, and he's clearly in anguish. In the blurred background of the shot we can see the Iron Throne and a blond king upon it.

Book-readers knew the details of this scene intimately: Brandon Stark (Ned's older brother) stormed into the city following Prince Rhaegar's "abduction" of Lyanna Stark and demanded the prince fight him. Brandon wanted answers about his sister's whereabouts, but the Mad King arrested him and then summoned Lord Rickard Stark to answer for his son's perceived crime of plotting to kill the prince.

Upon Lord Rickard's arrival, Aerys had both men sentenced to death in a heinous manner. He had Brandon tied to the floor with a rope around his neck and his sword just out of reach while Lord Rickard was dressed in full armor and strung up in the air above a burning fire. Brandon strangled himself while trying to reach the sword so he could cut his father down, and Lord Rickard was roasted alive in his own armor.

Because of the small snippet of footage HBO released showing Brandon's death, we know this flashback scene was filmed (at least part of it) for the first season of "Game of Thrones." But Benioff and Weiss chose to stay far away from the flashbacks and dreams as vehicles for exposition.

"The decision to not include flashbacks was made right off the bat," writer Bryan Cogman said in an MTV interview. "The principle reason for that is a logistical and budgetary one ... We already had the biggest cast in, maybe, TV history."

According to Cogman, during that first season of filming they simply didn't have the budget to cast a whole additional generation of players for the "nineteen years earlier" flashbacks.

"The other reason is, that's a perfect example of what works in a book that doesn't work on TV," Cogman continued. "The book does brilliantly flash back through memory, and through people telling stories of the past. If you were to just take those passages from the book and do them onscreen, you would be doing a flashback every five minutes! It would be very jarring, and very difficult to sustain the momentum that you want to sustain."

So the scene with Brandon's and Rickard's deaths was cut, and instead Benioff and Weiss relied on exposition through dialogue to explain the history of the intersecting rivalries between Houses Stark, Lannister, and Targaryen. But those early promotional videos are still available on YouTube, which means that every once in a while a still frame or slowed-down GIF of the scene makes its way online and into fan conversations about "what could have been" when it comes to the show's pilot.

Daenerys's wedding to Khal Drogo had to be totally redone thanks to the new casting of Emilia Clarke in the lead role. George R.R. Martin had made a cameo in the original version of this scene, which was filmed in Morocco. But the whole section, and therefore his cameo, was axed.

"It was, sad to say, left on the cutting-room floor," Martin said in a Daily Beast interview ahead of the first season premiere. "It was during Daenerys' wedding and I was a Pentoshi nobleman in the background, wearing a gigantic hat."

Though Benioff and Weiss planned on making it up to Martin by incorporating a new cameo into the fourth season, the appearance never happened.

Last but not least, the episode returns to Winterfell one last time, and we get our final salvaged scene from the original footage. Tyrion (blond again) sits next to the Hound (whose burned-face prosthetics are recognizably different from the future episodes) and Theon Greyjoy crosses the courtyard to hand Ned his gloves. Here we have yet another look at Ol' Greasy Ned, and you can see that Alfie Allen's Theon hair is much blonder than it appears in the rest of the series.

The men leave for the hunt, and we're brought at last to Bran's accidental discovery of the most actively treasonous secret in Westeros: Jaime and Cersei Lannister are not simply twins but lovers, and the parents of three bastard children who King Robert believes are his own.

We all know what happens next. The final scene of both versions comes down to the same dramatic moment they first outlined in the show bible: "'The things I do for love,' Jaime says, and throws Bran out the tower window."

Fans may never see the first pilot, but the cast has watched it

As badly as our curiosity might burn, us regular-Joe fans will never see that first "complete piece of shit" pilot. Benioff and Weiss have pledged to keep it far from the eyes of fans, though they showed it to a bulk of the cast at a viewing party before the series finale's premiere night in New York City in April 2019. Before seeing it, actor Kit Harington used to talk about how Benioff and Weiss would threaten their stars with the footage.

"I didn't know what I was doing," Harington admitted in 2018 when asked by BBC about that first run of scenes. "And apparently it was a disaster. I still haven't seen it — they blackmail me every now and again, threatening that they'll release bits on YouTube, because apparently it was terrible and I had this awful wig.

"But sometimes the things that end up being huge successes, they start with huge failures," he continued. He does know some things, that Jon Snow.

For more insights and analysis of all things "Game of Thrones," order Kim Renfro's book — "The Unofficial Guide to 'Game of Thrones'" — now.

Kim Renfro is an entertainment correspondent at Insider Inc. Excerpted from "The Unofficial Guide to 'Game of Thrones'" by Kim Renfro. Copyright 2019, Atria Books, an imprint of Simon & Schuster. Reprinted with the permission of Atria Books and Simon & Schuster.