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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 going away."

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."


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."


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."


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 Some!!.

"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," Cranston says. "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 sail.'"

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."


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 communication front 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 time."


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 extended through 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 me?'"

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 story."


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 moment."

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 already has."

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 go."


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 going for."

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 Flying."


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