LAST FLAG FLYING
About The Production
Screenwriter-director Richard Linklater still vividly remembers his first
impressions after reading Darryl
Ponicsan's 2005 novel Last Flag Flying 12 years ago. "I immediately thought,
'Wow, this is a movie,'" says
the five-time Oscar nominee. "At that point, the war in Iraq was already a
disaster and the book said a
lot about these echoes of Vietnam in relation to Iraq. That really resonated for
me. But mostly it was these
three characters, Doc, Sal and Mueller. I loved those guys and wanted to dig
into their lives to create a
portrait of three middle-aged Vietnam vets."
Linklater took a stab at adapting the book for the big screen in 2006. But that
early version, set in 2005,
didn't pan out. "The timing wasn't right," Linklater recalls. "The culture back
then wasn't ready to deal with
the Iraq War, which was happening right in front of us with no end in sight.
When you think about the
history of war movies, the best ones usually arrive years later, when people are
finally ready to start
examining what happened. When it was clear the film wasn't happening back then,
I remember talking to
Darryl and telling him, 'This film is going to come back around.'"
Linklater and Ponicsan finally revisited Last Flag Flying a couple of years ago,
reworking the script in
significant ways. "I remember thinking, 'Instead of chasing current events, we
can embrace it as a period
film - we can set it in December 2003 at the time they catch Saddam Hussein,'"
Linklater says. "We thought
people might remember that moment, so it would ground the story in some kind of
shared reality, which
is going back to the original intent of the book.
Ponicsan, who served in the Navy in the 1960s, is also the author of The Last
Detail, the basis for the
acclaimed 1973 movie of the same name, which starred Jack Nicholson, the late
Otis Young and Randy
Quaid as Navy non-commissioned officers who make the most of a road trip on the
way to a naval prison.
Although Ponicsan conceived Last Flag Flying as a sequel to the earlier book,
the revised screenplay veers
significantly from the novel, particularly in terms of the central element of
the characters' shared
experiences in Vietnam.
Asked if Last Flag Flying is a sequel to The Last Detail, Linklater says, "The
short answer is no. But it's a
logical question because the book our movie is based on actually is a sequel to
the book The Last Detail. The
adaptation process has been a long journey, but where we've arrived is, I think,
a unique place. Had the
movie gotten off the ground back in '05 or '06, it might have been more of a
sequel. The film didn't happen
back then, but instead of going away, it just lingered, like the war itself.
Such great characters were not
Armed with the new screenplay, Linklater reached out to Ted Hope, the indie film
producer (21 Grams, In
the Bedroom, American Splendor) who now heads film production for Amazon
Studios. "I've known Ted
for a long time so I called him up, sent him the script and told him, I think
this story's time has come. I
think our culture's ready to examine the origins of our war in Iraq and what it
felt like during this post-9/11
time, with the paranoia, the 'What the hell is going on?' feeling, and still
trying to figure out what this war
is about. I felt like the story would be more timely now and Ted agreed."
With Amazon Studios' backing secured, Linklater and his team faced the daunting
challenge of who to cast
as Doc, Mueller and Sal. "I started imagining the current actors who would be
the right age for these
characters," Linklater says. "It's a real sweet spot because there are so many
good actors in that age range."
Linklater's gift for assembling perfectly calibrated ensemble casts has been a
hallmark of his films since his
1993 teen classic Dazed and Confused and continued through the Before trilogy
and the 12-years-in-themaking
family drama Boyhood. His instincts proved spot-on once again for Last Flag
Flying, as he brought
together Steve Carell, Bryan Cranston and Laurence Fishburne to play the
once-close war buddies.
"Steve, Laurence and Bryan are three very funny guys, but each has his own sense
of humor and a different
vibe," Linklater says. "Their characters were like brothers 30 years ago, so we
wanted to explore what it
feels like in middle age when you're kind of thrust back in time."
CARELL GETS THE CALL
Steve Carell, who transitioned from such enduring comedies as "The Office" and
The 40 Year-Old Virgin to
his Oscar-nominated dramatic performance in Foxcatcher and the 2015 hit The Big
Short, jumped at the
chance to go deep in a project helmed by Linklater. "Richard's a great director
so that was the bait," Carell
says. "And then when I heard about Laurence Fishburne and Bryan Cranston, I
thought it would be really
cool to work with them. That's heady company!"
Last Flag Flying's screenplay was also a major draw for the actor. "The script
Richard wrote with Darryl
was very moving and unique to the point where I don't really think of this as a
war movie per se," Carell
says. "I think of it as a relationship movie. It's a road trip. In a way, it
could be a college reunion movie,
because it's about these guys who haven't seen each other in 30 years, and they
get back together because
of this tragic event. They have to re-examine their relationships, re-examine
who they are now, how they
connect or don't connect as adults 30 years later. To me, the war is really a
backdrop for the
interdependencies between three guys, which I found fascinating."
To prepare for the role, Carell consulted with his father, a World War II
veteran. "I never served in the
military so when I took the part of Doc, I talked to him a lot," says the actor.
"I remember stories he told
me about being in the service and the demeanor of his fellow soldiers, and the
sense of fear. When we
were kids, my dad never talked to us about those details. He downplayed his
experiences because he didn't
want it to affect us in any adverse way. He was incredibly humble about the
things he did. I thought about
that a lot as I read the script and got ready to portray my character. I wanted
to understand what these
guys went through, even if it was only to a cursory degree."
Investing his character with low-key determination, Carell saw him as the
"little brother" to Sal and Mueller.
"I don't have the same demeanor as these other two guys but they took me under
their wing in Vietnam,"
says the actor. As revealed over the course of Last Flag Flying, Doc took the
fall for his friends and spent
two years in a naval prison for a crime whose consequences still haunt all three
of them. That was then.
Now, Carell says, "Doc's pretty mild-mannered, quiet, contemplative. He enjoys a
simple life, he values his
family and that's really become the core of his existence."
Although Linklater had never worked with Carell before, he followed the actor's
career closely and was
confident he could embody Doc's soft-spoken strength. "I've seen Steve in just
about everything he's done,"
Linklater says. "In addition to being such a fine actor, Steve's very sensitive,
always thinking. And his
interior life reads on camera really well. In Last Flag Flying, the camera
really picked up on his big-
hearted quality. From that very first scene, he's got a cloud over him when
Doc's literally being rained on
and we have the camera move down on him like the world's slowly crushing the
poor guy. Doc's the
ultimate put upon character, but Steve brings so much humanity to the character
that we really get into
his journey, which is just about the toughest one someone could be taking. As I
told Steve early on when
we were talking, this is really Doc's story. It's a tough, complex part, but
Steve pulls it off beautifully."
CHANNELING "MUELLER THE MAULER"
Veteran actor Laurence Fishburne appreciated the shared literary pedigree of
Last Flag Flying and The
Last Detail, a film he fondly remembers seeing a few years before landing his
breakthrough role in Francis
Ford Coppola's 1979 Vietnam War classic Apocalypse Now. "One thing that
attracted me to the project had
to do with the history of the Last Flag Flying book and how it related to The
Last Detail, which was one of
those quirky little movies from the 1970s that I grew up on," says Fishburne,
who was Oscar-nominated
for his portrayal of Ike Turner in 1993's What's Love Got to Do With It. "Last
Flag Flying is also really
interesting in the way that it deals with veterans from two different conflicts.
You have these three Vietnam
veterans but then you also have Washington, a veteran of the Iraq war. They have
so many things in
common. For me, this movie was a really interesting opportunity to show what
people who return from
these conflicts have to deal with."
In addition to the story's timely insights, Fishburne looked forward to
re-teaming with Bryan Cranston,
whom he first met when they both worked on Steven Soderbergh's feature Contagion
a few years earlier.
"Bryan and I got on really well then, so the opportunity to play a couple of
characters who have a real
history was something I just couldn't pass up," Fishburne says. "And then Steve
Carell! He's so smart and
beautifully understated, particularly in drama. You never know what he's going
to say or how it's going to
come out but you're always kind of like: 'Why didn't I think of that?'"
Fishburne, probably best known to audiences worldwide for his role as Morpheus
in The Matrix, had a rich
backstory to work with in developing his portrayal of Richard Mueller. Haunted
by the violence he witnessed
during his extended tour of duty in Vietnam, Mueller sought refuge in alcohol
after the war before turning
his life around and becoming the pastor of a small, predominantly
African-American church. "The transition
from civilian life to military life changes you," Fishburne says. "And if you
survive the war and try to
transition back into civilian life, that also requires you to change. It's a
really complex journey."
Fishburne was the only actor Linklater had in mind for Mueller when he sent him
the Last Flag Flying
script. "We got to talking and he says, 'I was never a Marine in real life, but
for three years, making
Apocalypse Now in the Philippines, I was around a bunch of them.' 'Oorah! Semper
Fi!' Fish has been in a
few other military movies like Gardens of Stone, and has a history of playing
soldiers," Linklater adds. "The
way he plays him, you never doubt for a second that Mueller is a vet."
Fishburne gradually unmasks surprising facets of Mueller's personality as his
measured pastor persona slips
away after a few hours in the company of his former comrades. "When these old
buddies get back together,
they fall back into the roles they had during the war," says Linklater. "It
takes a while, but Sal brings out
the devil in the Reverend Mueller a little bit. When Sal almost gets them killed
by taking on an 18-wheeler,
Mueller cuts loose and unloads on him. At that point, it's like the genie's out
of the bottle. And for the rest
of the movie, it's as though the Marine's on one shoulder and the reverend is on
the other. Fishburne does
a fantastic job of letting those conflicts play out within his own psyche."
BRYAN CRANSTON EMBODIES SAL
Before Last Flag Flying came to his attention, six-time Emmy winner Bryan
Cranston was planning to
take a break from a packed schedule that included a Broadway play ("All the
Way"), TV series ("Sneaky
Pete"), movies (The Infiltrator, The Disaster Artist) and a book tour for his
memoir, A Life in Parts. But the
combined appeal of director, story and co-stars proved too compelling to resist
for the "Breaking Bad" star.
"Last Flag Flying didn't fit into the best time period because I was looking
forward to not doing anything
for a while," Cranston says. "I know Richard makes courageous, daring films, but
I wanted to look at the
material because the thing that always wins me over is the story itself. From
there I go to the character.
Last Flag Flying checked all the boxes. I was also a big fan of Darryl Ponicsan
and The Last Detail so
when I heard Steve Carell and Laurence Fishburne were already attached, I was
like 'Yeah, this is great,
let's do it.'"
Cranston worked with Linklater to flesh out the character of Sal Nealon, an
ex-Marine who has become a
womanizing tavern owner in the years following the war. "Sal's an interesting
dude because he covers up
a lot of his emotional baggage with all this energy, some of which is natural
and some of which comes
from various substances," Cranston explains. "He has an oral fixation. He needs
to either be talking or
smoking or eating or drinking or chewing - he's constantly doing something. He's
an irritant to Mueller,
who might call him the piece of sand in the oyster. But out of that, Sal would
say, comes a pearl."
Sal was originally written as an Italian-American with a heavy Queens accent,
but with Linklater's blessing,
Cranston suggested toning down that aspect of the character. "I asked Rick, 'Can
he be half Irish?' Because
my mother's maiden name is Nealon, we put that into the story where he's mostly
Irish but also his mother's
half Italian, so that's where 'Salvatore' comes from. He's a little bit of a
mixed-bag kind of old-school guy,
which was really fun to play."
Rough-and-tumble male camaraderie fuels much of Last Flag Flying's dramatic
friction - and humor.
"These are not men who are going to tell each other 'I love you' - they just
don't do that," Cranston points
out. "But simply by being with each other, we don't need to say it. We don't
need to hug and stuff like that.
It's like, 'Come on, let's have a drink!' Sal self-medicates because he's
covering a lot of pain and guilt from
his Vietnam War experience. He's not comfortable revealing his feelings so he
tamps it down primarily with
alcohol. He considers himself the life of the party kind of guy, but on this
journey he opens up and discovers
that what's really important is friendship."
Linklater encouraged Cranston to give a big, loud performance that contrasts
with Carell's muted persona.
"People might assume Steve would be the funny guy and Cranston would be more
dramatic," observes the
director. "But in Flag, Bryan's the funny crazy alpha male while Steve's like
the beta. Bryan's a chameleontype
actor who really goes all in and loses himself in his character to become
somebody else entirely.
Anybody who can go from 'Malcolm in the Middle' to 'Breaking Bad' to playing LBJ
- that's really all you
need to know. With Flag, Bryan brought so much energy and invention to Sal, it
was really fun to watch
him rock and roll in the part."
Before filming on Last Flag Flying began, Linklater spent a couple of weeks
rehearsing in Los Angeles
with Carell, Fishburne, Cranston, J. Quinton Johnson, who plays young Lance
Corporal Charlie Washington,
and Yul Vasquez who plays Colonel Willits. Raised in a tiny town outside of
Dallas, Johnson currently stars
as James Madison in the blockbuster Broadway musical "Hamilton." Now just 23
years old, Johnson caught
his big break when Linklater cast him in the 2016 college comedy Everybody Wants
"What's so great about Rick is that his process for Last Flag Flying didn't
really change from the way he
worked with the guys before we started shooting Everybody Wants Some!!," says
Johnson, who researched
his role by spending time in Austin with an ex-Marine who served in Iraq. "I
remember the first day of
rehearsal, I got off the plane at LAX, didn't even go to a hotel and bam! There
they were: Bryan, Steve
and Laurence with Rick and a reader, holed up in this little black-box theater
figuring out scenes. From that
very first day it felt intimate. These guys, masters of their craft, made me
feel at ease, like we were just
storytellers trying to find the best story."
Carell appreciated the opportunity to rehearse prior to production. "I haven't
been able to do that in a long,
long time," he says. "It was fun to sit down with Richard and Laurence and Bryan
and the other members
of the cast and actually go through the script."
Director and cast collectively teased out the key story points, with Linklater
facilitating rather than micromanaging
each actor's performance, according to Cranston. "Rick's a very laid-back dude,"
"He doesn't raise his voice. It's more like he'll come in and say, 'Do we want
to say this or do we think it's
stronger to say that?' Actors who need specific hands-on take-by-take direction
- 'Here's where I need
you to make your changes' - Rick's not that guy. He hires the actors he feels
will take on that character,
make it their own, come onto the set and present it in the strongest possible
way. Rick made adjustments
during the rehearsal period so that once we started production, it was basically
'Let's take that ship and
The rehearsal period also served as an opportunity for the lead actors and
Linklater to become acquainted
with one another. "It was great just to hang out and get to know each other,"
the director says. "The
rehearsal wasn't so much acting exercises as it was reading over the script,
asking questions, defining the
past for these characters. All these guys are super intelligent and they really
wanted to dial into the reality
for each of their characters, so that's what we did. I also did a lot of
rewriting during that period based on
what the actors were coming up with."
FILMING IN PENNSYLVANIA
The 32-day shoot began in the fall of 2016 when cast and crew assembled at the
production's base of
operations in Pittsburgh. Pennsylvania's versatile geography served as stand-in
locations for Virginia,
Delaware, Massachusetts and New Hampshire. "We shot in New York City and a few
other places, but for
the most part we were based out of Pittsburgh as a jumping-off point for the
Northeast," says Linklater,
who spent one long day at the end of production filming Carell, Fishburne and
Cranston in and around
Manhattan's Penn Station. "The people of Pittsburgh received us with open arms.
They're highly skilled and
extremely nice, so the crew blended right in with our group and made us feel at
home. That was my big
takeaway from shooting in Pennsylvania."
Linklater and producer Ginger Sledge enlisted longtime collaborators including
cinematographer Shane Kelly,
costume designer Carrie Perkins and production designer Bruce Curtis. "Bringing
in key department heads
who've worked with me numerous times made everything much more efficient on the
because we really speak each other's language," Linklater explains. "Plus, I
felt like I'd already shot this
movie many times in my head over the years."
Last Flag Flying's second act takes place largely on trains as the three Vietnam
vets, along with Corporal
Washington, escort Larry Jr.'s casket north from Delaware to New Hampshire.
Sledge contacted Amtrak
officials six months before production began to coordinate train locations. "I'm
an avid Amtrak rider myself
so I know the trains really well," Sledge says. "It was exciting to make a movie
with a lot of train scenes.
The Amtrak representative who handled film, commercials and TV for 35 years
retired, and a new person
came in so it took a while to get all of our plans in place. But in the end,
they came through with pretty
much everything we asked for."
Kelly, who filmed Linklater's acclaimed Boyhood on 35 millimeter film stock,
switched to Panasonic's
VariCam video rig for Last Flag Flying. "It's a wonderful camera," says Kelly.
"It made my life easier
because of the tight schedule and modest budget. Sometimes we had big night
exteriors so I had to ramp
up the ISO settings to capture the low light. The VariCam handles that so well.
It's also great for skin tones
and mixed color temperatures. I did a lot of that in this movie, especially with
city streets, where you have
a lot of mixed light. I wanted to embrace that."
In contrast to his previous collaboration with Linklater, the brightly hued
Everybody Wants Some!!, the
somber tone of Last Flag Flying offered Kelly a bracing change of pace. "It
really allowed me to go dark
and push myself into different areas that I haven't had the chance to explore,"
says the cinematographer.
Linklater modeled the visual aesthetic for Last Flag Flying in part on some of
his favorite character-driven
films of the 1970s. "It was kind of fun to mirror that look of those grungy '70s
movies since our characters
lived through that period," he says. "It was one more thing on the palette."
The film's emotional atmosphere is also reflected in its look, including the
nearly constant bleakness of the
weather. "This movie has a certain texture, not just photographically, but the
overall feel including the
production design has this wintry vibe, with the rain, and the December-ness of
this story," Linklater
explains. "If the sun came out, we'd go inside. Most films are the other way:
'Oh it's raining, it's cloudy,
let's go to a covered set.' We were just the opposite, 'Oh it's sunny, we've got
to go inside.'"
The production itself proved to be a relaxed, collegial group effort. "On set,
Linklater gives not only the
actors but the entire crew the freedom to do their thing," Fishburne recalls.
"We'd gather in Richard's trailer
every morning for 20 minutes or so and talk about the day's big scenes, read
through the script and express
our ideas. Richard talked to Shane about the shot. He talked to us about the
emotional content of the
scene, but didn't really belabor it. He's confident in his own ability and has
the same kind of confidence in
everybody else's ability, which is really a nice way to work. It was like
preparing a great meal where you
collect the freshest ingredients you can get on the day, and then you go in the
kitchen and have a good
VIEWING CASKETS ON VETERANS DAY
One of the most memorable sequences in Last Flag Flying was shot at a
Pennsylvania airport hangar
reconfigured by production designer Curtis to double as Dover Air Force Base. As
dramatized in the film,
the Delaware facility receives caskets of dead soldiers shipped from overseas
and arranges transportation
to Arlington Cemetery or other burial sites.
Filming at the hangar began on November 9. "It was the day after the
presidential election, and I'll never
forget it," says Linklater. "I walked into that set with Bruce and looked at
five flag-draped coffins, and this
huge American flag on the wall. When I saw all those flags, I really sensed the
depth of that scene and the
tragedy and the feeling of having soldiers in boxes being shipped home to their
families. There were
moments like that throughout the shoot where you understand the tragic
underpinnings of war in general
and the specifics of this movie - it just hits you constantly."
Cranston also remembers the four-day shoot on the Dover AFB stand-in set, which
Veterans Day 2016. "The first time we saw five or six caskets draped in American
flags, lying in state,
everybody got quiet," Cranston recalls. "Even though we knew there was nobody in
those caskets, you're
acting and projecting so it becomes real to you that there's a human being lying
in each one of these
caskets. They served their country and died doing so. Filming this scene on
Veterans Day really embellished
the whole experience and forced us all to ask ourselves, 'What does this mean to
Fishburne was also moved by the sequence in which Colonel Willits, played by Yul
Vazquez (The Infiltrator),
fails to dissuade Doc from opening the casket to look at his son's mangled body.
"It was humbling," he
says. "You realize the huge debt we owe to all the men and women who serve in
the armed forces, fight
in all these different conflicts and then, if all goes well, come home. Maybe
they're intact or maybe they
come home a bit broken. We really owe them a great deal of gratitude, respect
and honor. I think that's
the big takeaway, and I hope we honor their sacrifice in the way we tell this
After principal photography wrapped in late 2016, Linklater worked with editor
Sandra Adair to shape the
final cut. "The performances are an embarrassment of riches so the challenge
really had to do with trying
to get the film down to a manageable length," Adair says. "There was so much
material to go through, I
tried to be very meticulous about pulling out the gold from every single take."
Adair, who has worked on all of Linklater's movies dating back to Dazed and
Confused, has developed
strong instincts about what the director looks for in a performance. "Rick's
particularly attuned to the words
and the way he visualized the characters, so that's the thing I really pay
attention to," says the editor. "He's
looking for nuances that other people probably wouldn't pick up on. Once I can
see all the takes back to
back, I can usually home in on the nuance he's going for. It's usually the last
take, because once he hears
what he wants to hear, he moves on. But sometimes the last take doesn't work
with the thing that comes
before it or the thing that comes after it. You just have to find the right
juxtaposition between one person's
performance and the next person's performance to make them all feel like they're
happening in the same
To score Last Flag Flying, Linklater turned to his frequent collaborator Graham
Reynolds. The Austin based
composer created a set of Americana-flavored cues in keeping with the film's
subtle shifts in mood.
"Figuring out the exact music palette is always a delicate thing," says
Reynolds, who previously provided
music for Linklater's Before Midnight, Bernie and A Scanner Darkly. "For Last
Flag Flying, it's a relatively
simple palette. It's not so much manipulating the audience into some emotion
that's not there. It's more
about supporting the emotion that's already in the scene and heightening it just
a little bit. First and
foremost I wanted to find a role for music in the film without messing up the
amazing chemistry this cast
After Linklater showed him a rough cut, Reynolds devised a few basic themes.
"There's a road trip theme,
because the film includes that element of a fun buddy movie. But there's also
this weight and heaviness,
so we have music dealing with the dead son, whose coffin keeps appearing. And
there's also this intimate
friendship theme. Here and there, we layer these themes on top of each other."
To further emphasize the story's elegiac undertones through music, Linklater
invoked the sensibilities of
American master Bob Dylan. "I told Graham a few times, 'Let's just think, if
Dylan was scoring this, what
would he do?'" Linklater recalls. "Dylan kind of hovered all over this movie.
His music bridges the two wars,
Vietnam and Iraq. He's older than the guys in our movie, but not by that much."
Linklater used the Dylan track "Not Dark Yet" to play over the closing credits.
"It's really the perfect
sentiment and getting that song was a big coup," he says. In another nod to
rootsy Americana, Last Flag
Flying features a performance by The Band's Levon Helm as Doc oversees the
burial of his son. In the
climactic sequence, Helm can be heard singing "Wide River to Cross." "My editor
Sandy Adair actually
suggested that track," Linklater says. "Levon delivers such a yearning vocal I
realized this was the way to
A BITTERSWEET ROAD MOVIE
Stepping back from his role as the grieving father who drives the narrative in
Last Flag Flying, Carell
takes particular note of the film's lighter moments. "When you hear the setup
for Last Flag Flying, it
sounds pretty dark, but there's a lot of funny stuff as well," Carell says.
"Richard takes great pains to not
beat people over the head with the moral of the story. He has a light touch and
everybody just wanted the
behavior to feel right and honest. That's the kind of truth-telling we were
That juxtaposition of humor and tragedy is something Linklater has touched on in
previous films. "It's kind
of my worldview anyway," he says. "I see life as a dark comedy where it's kind
of sad, but with humor on
top of it. On the most basic level, I love these characters so much, I just
wanted to see them come to life
through this ensemble."
An exploration of friendship forged in wartime and tempered by the passage of
time, Last Flag Flying,
like many of the director's films, challenges audiences to draw their own
conclusions. "I personally have
things to say about war, which I could be very didactic about, but I felt like
this movie wasn't the place for
that," Linklater says. "I hope people react to this movie on a lot of different
levels because there are a lot
of things to process: a nation going to war, the notions of sacrifice and what
that means for our culture
and our world. I feel comfortable dealing with all of that on a human scale. I
think whenever you can get
people thinking about these issues, it's worth doing a film like Last Flag
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