Pam Tillis is a strong, independent woman with a long list of career accomplishments, but most fans probably don't know that she served as the inspiration for the character of Thelma in the classic film Thelma & Louise.

Tillis performed at Nashville's legendary Exit/In in her 20s, and there she met an aspiring young filmmaker named Callie Khouri, who was working as a waitress at the venue. The two struggling young hopefuls became very close friends, Khouri recounted in a 2011 interview with Vanity Fair.

"We had more power as a team. We were very different, but, together, we were like a third thing,” she said, recalling the many times they'd be “racing the sun home” after a wild night.

She used elements of Tillis' personality when she created the character of Thelma a few years later, while elements of her own persona inspired Louise.

"Pam was one of the funniest people in the world, and scattered — she'd borrow a pair of shoes and return just one," Khouri said.

The relationship between the sarcastic, tough Khouri and the lovable Tillis inspired the relationship between Susan Sarandon's portrayal of the acerbic waitress Louise Sawyer and Gena Davis' role as Thelma Dickinson, a somewhat scatterbrained, compliant housewife who toughens up and ends up taking charge. The two women go on an empowering crime spree in the film that ends with a classic cliffhanger, and while Tillis and Khouri didn't go out shooting up Music City, Tillis recalls that the underlying frustrations that motivate Thelma and Louise were definitely present in their lives at the time.

"Just the feeling of being restless and feeling like you're kind of trapped in situations," Tillis tells Wide Open Country. "When we met each other, we were young women with big dreams, but we didn't know how to get them off the ground. We had all kinds of people in the industry not always taking us seriously. Men trouble. All of the things that played out in the movie in a much more dramatic way. That feeling of having all this pent up energy and not knowing where to take it and what to do with it ... Sometimes all of those things can feel pretty desperate."

The Thelma character even draws from Tillis' name.

"I'm Pamela Yvonne and she's Thelma Yvonne," she notes.

Thelma & Louise opened in 1991, and it became a critical and financial success, while Khouri won an Academy Award for Best Original Screenplay. The film would go on to become a classic.

The characters in the movie come to a tragic ending (or do they?), but in real life, Tillis and Khouri went on to become very successful in their chosen careers. Tillis scored a string of hits that includes "Maybe It Was Memphis," "Don't Tell Me What to Do," "Shake the Sugar Tree" and more, and Khouri launched a career as a screenwriter, director and producer whose work includes Something to Talk About and Divine Secrets of the Ya-Ya Sisterhood. She also created the television series Nashville, in which Tillis appeared as herself in multiple episodes.

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