From Snow White to Moana, Disney has no shortage of royalty among its roster of animated and live-action heroines. But one of the best Mouse House princesses remains Mia Thermopolis.
Twenty-five years ago, Anne Hathaway enjoyed her breakout role in The Princess Diaries, Garry Marshall’s adaptation of the book series by Meg Cabot. Released on Aug. 3, 2001, the film features the future Devil Wears Prada star as an awkward teenager (Hathaway) who discovers she’s the heir to the throne of Genovia, a position currently occupied by her grandmother, Clarisse (Julie Andrews). The Princess Diaries became one of that summer’s biggest hosts, earning $165 million at the global box office, and spawning a sequel in 2004, with a third movie in the works.
The original film is filled with sequences that have imprinted themselves on millennial and Gen Z brains. If we could keep only one scene, though, it would have to be Mia’s transformation from a nerdy, gawky teen to a beautiful princess — a sequence that’s reminiscent of the extreme makeover that Julia Roberts’ Vivian Ward receives in Marshall’s hit 1990 rom-com, Pretty Woman. Not coincidentally, both scenes feature the now-retired actor and comedian Larry Miller as a makeover expert who aids the transformation of both characters.
In The Princess Diaries, Miller plays Paolo, the quirky stylist that reinvents Mia’s look with the help of his assistants, Gretchen (Sparrow Heatley) and Helga (Gwenda Perez). As Mia goes through a dramatic transformation, Paolo and his helpers break her glasses, snap a hairbrush while dealing with her frizzy hair, and reshape her bushy eyebrows.
The scene ends with Paolo putting Mia’s photos side-by-side and saying the iconic line: “Majesty, only Paolo can take this and this and give you…,” at which point Gretchen and Helga finish his sentence with their synchronized reveal of, “A princess.”
Marshall died in 2016, and Miller no longer gives public interviews, but Gold Derby spoke with Heatley and Perez, as well as the film’s production designer, Mayne Berke, to find out how the makeover scene went down on set.
“If you think about Pretty Woman, it’s the same concept,” Berke confirms of the connection between the two movies. “Vivian thought she was a hustler when she strutted out there on Hollywood Boulevard, but she really deserved to be in beautiful clothing. It’s the theme of Garry’s life and that resonated, so anything I threw at him design-wise made sense.”
According to Berke, he broke the production design for The Princess Dairies into three distinct and different worlds: the loft where Mia lived with her mom, her school, and the consulate where Mia does most of her princess training — and undergoes her transformation. “For that scene, the room was like a tiara, so we decided that was where the makeover had to happen,” Berke says.
Berke also remembers how excited Marshall was when he discovered Hathaway, who at that point had only appeared on the short-lived Fox sitcom Get Real. “Garry came into a meeting in New York a week before casting and said, ‘I found her. I found the next Julia Roberts. And I only had to look at 400 girls!’ When I heard him say ‘the next Julia Roberts,’ I knew he meant it.”

Filming the makeover was a tougher experience for Perez. “I had pneumonia, so I spent a lot of time between takes in this big chaise lounge,” says the actor and stand-up comic. “But I really felt so lucky to be there. I still feel lucky.”
One thing Perez does recall from the shoot is that the moment with the hairbrush breaking wasn’t planned. “Larry was trying to brush Anne’s hair and the brush literally broke! They were like, ‘Oh, that’s great, we’ll keep that.’”
Both Perez and Heatley recall loving Gretchen and Helga’s matching purple snakeskin-textured dresses, created by costume designer Gary Jones. “They were made for us,” Perez says now. “They weren’t bought off the shelf; they were hand-sewn to our specifications.”
“It was my first time having my own trailer with my name on the door,” Heatley adds. “As a young actress, that was such an exciting milestone. It made the whole experience feel incredibly special.”
Heatley also remembers Miller being as fun-loving as Paolo. “Larry was hilarious; even between takes, he had people laughing, and his comedic timing was just as sharp off camera as it was on screen.”
As for Hathaway, the young actress struck Heatley as being the polar opposite of Mia in a positive way. “Here she was about to play this graceful princess, yet she was rocking out to heavy metal and punk music in her headphones, which seemed totally opposite of the role she was about to play, she says. “It was such a fun reminder that actors are often very different from the characters they portray.”
While filming their segment of The Princess Diaries, neither Heatley nor Perez had any inkling about how big the film was going to be. “Garry had already created classics like Pretty Woman, so I knew we were in for something special,” Heatley says. “But I never imagined The Princess Diaries would become such a beloved film around the world. It’s amazing that people are still watching it and introducing it to new generations all these years later.”
“I’ve seen Instagram posts where I’ve been tagged for Halloween where people are dressed up like us and I’m like, ‘This is awesome,’” Perez echoes. Both actresses reprised their roles alongside Miller for the 2004 sequel, The Princess Diaries 2: Royal Engagement where Paolo, Gretchen, and Helga give Mia a wedding makeover.
But their fondest memory of filming that sequence involves another star who doesn’t even appear in the movie: Whitney Houston. The late singer produced The Princess Diaries, and was on set for the makeover sequence because it coincided with Marshall’s 66th birthday. Houston joined the cast and crew in presenting the director with a cake.
“I’m getting goosebumps just thinking about it,” Berke says. “To see Whitney and Julie Andrews singing ‘Happy Birthday’ is a once in a lifetime experience, especially right in the middle of the shooting day.”

Heatley remembers that everyone gathered together for a group photo, but she quietly stepped out of frame because she didn’t feel like she belonged in a picture with the rest of the star-powered cast. “Julie Andrews stopped the photo, walked over, took my hand, and brought me into the picture,” Heatley says. “I was completely flabbergasted to be included in that moment with such iconic people is something I’ll never forget.”
For Heatley, moments like that defined the production. “Garry created an environment where everyone felt included, no matter how big or small their role was,” she says. “That’s rare. I think that joy and sense of heart carried over onto the screen, and it’s one of the reasons the movie still resonates with audiences today.”

