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JUST GETTING STARTED

About The Production
It Started in Traffic: Just Getting Started Springs to Life To many people, a delay in traffic is enforced down-time, filled with music-listening, phone-calling or road-raging. To writer/director Ron Shelton, one such delay a couple of years ago was put to very good use. Fresh from a meeting with producer Bill Gerber-with whom the filmmaker had collaborated on the hit Tin Cup-Shelton was en route to his Santa Monica, CA office from Burbank, heading south on the notoriously clogged Interstate 405.

Shelton begins, "Bill and I have a friend, who is kind of a hustler. No one can quite figure out what he does, but he always drives a fancy car, has a pretty woman on his arm and a big fat roll of cash in his pocket. A rogue hustler who turns out to be a hero is a fascinating archetype, and the idea of a community of people over 50, more active than people in their 20s, appealed to me. Honestly, the whole story came to me in a traffic jam on the 405. I was going about a mile an hour, when a three-act structure just appeared.

"I always thought it would be a fun idea to stage a film set during Christmas in a very un-Christmas-like atmosphere," continues Shelton, who grew up in balmy Santa Barbara, CA, fascinated by surfing and playing golf while surrounded by classic Dickens-inspired holiday iconography and decorations. "One holiday, I was driving through Palm Springs, Dinah Shore Drive and Bob Hope Drive, and plastic icicles were bobbing in the wind. Dust storms were coming through, an inflatable snowman was blowing down the street and Dean Martin was being piped in, singing 'Let It Snow.' That always stuck in my mind as a delicious background for a story. So, after that slow crawl on the 405, I got back to the office, typed up and emailed a one-page treatment, and called Billy-he responded to it immediately."

Producer Bill Gerber explains, "This film started because Ron Shelton and I were hanging out in my office, and we were telling stories about a fabled golf entrepreneur-slash-filmmaker friend of ours, and the incredible boondoggles that he had accomplished over the years. One thing led to another. We discussed films with that kind of character, and sports comedies, along with great pairings of actors-wouldn't it be great to get this one and that one, or so and so, together? Ron said, well, let me think about it-maybe I'll come up with something. And literally, he's on his way home, in bumper-to-bumper traffic. He called me up and said, I think I got it.

"Just Getting Started is a Ron Shelton comedy, well written and sophisticated, with snappy dialogue and memorable characters," continues Gerber. "Duke is just larger-than-life, generous and enigmatic. For Duke, the taller the tale, the truer it is. He's always looking out for everybody, and everyone seems to knows him, somehow."

Citing some of his favorite films, producer Steve Richards avows Shelton's ability to weave a captivating tale. "Bull Durham and Tin Cup were so influential when I was growing up," Richards recalls. "When Billy brought me Ron's script, I was excited from the beginning. It really delivered on the energy level present in Ron's comedies-and incorporated a different perspective. We're entering a time when people are discovering another chapter in their lives, second chances, later-life romances. There are a lot of entertaining stories that come out of having such an active life during retirement. And Christmas carolers bundled up in the 110-degree heat of Palm Springs, CA is not only ironic and wrong, it is a hilarious backdrop."

As an estimated 65-million baby-boomers face retirement, Gerber is also certain they're having a lot more fun, a lot longer into their lives. "When I was at Warner Bros., I worked on the Grumpy Old Men movies, and I always loved that idea that you're never too old for any of it, you can still have a great time in your later years," says Gerber, recalling a favorite bumper sticker that declares, "You're never too old to have a happy childhood!"

Although the discussions that preceded his penning the screenplay for Started did involve prospective actor pairings, Shelton did not go into the project with the lead roles precast. He offers, "When I wrote the script, I didn't have anybody in mind. When Morgan Freeman's name came up, I initially thought of his work-God, the president, the speaker, a judge, definitely a voice of authority. The more I thought about it, though, the more I realized what a great idea it was. He's always got a twinkle in his eye. I bet he'd love to not play God and play a rogue-the key is, you have to love rogues, the ones that aren't causing anybody harm. If the books don't add up, so what? That archetype of an American hustler. And Morgan responded to it. He just took it. He loved playing it. After the first day of shooting, he told me, you know, this is more who I am- I'm not God, or the president or those other guys."

Gerber comments, "We saw Morgan as the Duke, absolutely, but he's not known primarily for playing comedic roles. Ron sort of realized that it was time for Morgan to really be a lady's man, charming, funny and suave. We had no idea just how brilliant it was until he showed up as Duke-this actor who's known for being, if not God, close to God-and killed the room with some serious off-color jokes. It was great to see."

Morgan Freeman observes, "Duke is a bit of a shyster, and a lover-at least, in his own mind-but he really means well and is a good guy...for the most part. My character is the manager of this retirement resort, and spends a lot of time and money making the residents happy. Sometimes, he uses petty cash for things that don't quite fit into the corporate category of reasonable expenditures-like maybe hiring strippers for a party for the guys, or buying golf clubs for people-but he sees it as money well spent. He's a guy who really likes his job, and at the Villa Capri, we're just here to have fun and go out with smiles on our faces."

Reflecting on his usual roles, Freeman continues, "I get called on so much for gravitas that this was like unshackling. The big plus from Ron is that if you have a better idea for a line, he says, that's what I was looking for. When you get into a rhythm as actors, there comes a time when it becomes free-flowing. You're not married absolutely to the text, because you can see the possibilities in it, and Ron sees them too. It makes him a lot of fun as a director."

When it came time for discussion on the casting of Duke's challenger, Steve Richards remembers, "Oftentimes, you cast these movies by putting pictures up on a wall and looking at possible pairings. And when we put Tommy Lee Jones and Morgan Freeman up there, we all just started laughing. There was this general feeling of, oh, my gosh, that would be fantastic!"

Ron Shelton takes a bit of a philosophical turn when he says, "The chemistry in a movie comes from having people who don't occupy the same place. If you have Morgan and get another Morgan, you've got nothing. You have to have somebody that is, in a way, anti-Morgan. Tommy Lee Jones. He doesn't try to charm you. He's tough, male, macho. He's got a very wicked sense of humor, but it's as dry as the west Texas dust. I know a lot of people have never seen it-but they will. We want to see these guys together, because they occupy different emotional/psychic turf. Woody Harrelson-Wesley Snipes. Tim Robbins-Kevin Costner. That's what you're always wanting. Tommy is the tough, hard-nosed cowboy and very smart, and Morgan is roguish and charming and playful. I knew he and Morgan would bring their A-game for each other, and they really liked the dance of their two characters. And it was great, because they both really wanted to work together."

When Leo appears, he is somewhat of an enigma to Duke and his posse, but Jones explains, "The story that emerges is that this fellow has had a long career in the military and done very well. He's recently lost his wife, but he has made a lot of money in the business world, probably through his international connections."

While the friendship between Shelton and Jones facilitated the casting pitch, "Ron understands how comedy functions, he knows how it's built and I like his writing-it's funny," affirms the actor, who also admits he has wanted to work with Freeman for some time.

Past relationships also came into play when time to fill the role of the corporate number-cruncher and possible romantic interest, Suzie. Another Tin Cup collaborator sprang to mind. Ron Shelton recalls, "After I reached out to Rene Russo and told her I had something, we met, and she told me this story about her having road rage. Who would think that Rene has road rage? I have it, too, because I pretty much live in my car. So, I thought, wow, what if the character of Suzie has a bit of road rage in her? Just a little streak, from some parts of her life that haven't gone so great? I folded it into the character, and Rene read it and signed on."

Russo notes, "Suzie feels that there are unsavory things happening at Villa Capri, and she needs to set the record straight. Heads may roll, but underneath, you can see that she's just trying to keep it together-she's frazzled and about to lose her job. Ron is an extraordinary writer, and I feel very few people can write for females. I read the part and I love her! In many ways, this character is sort of who I am.

"What I love about Ron's characters," she continues, "is that you're never just a tight-ass. You're never just one thing. Suzie's all over the place, which is fun to play. No one writes it better than Ron. You get to access a lot of different colors, just about every color in your paint box. For instance, it's so much fun to be angry in a comedy, because it's a different color than if you're angry in a dramatic scene. I just love the script-it's rare that you get comedy like Ron's."

On Shelton's flair for writing believable relationships, he confesses a fascination with human behavior. "It amuses me, stimulates me, challenges me. It was great to add Suzie's rage to Rene's wonderful combination of insecurities, strength and power she brings to the dance. I love women. I don't pretend to understand them and stopped trying long ago. But, you embrace what you don't know, with deep affection and curiosity, and you try to sort it out in the writing. You could write relationships the rest of your life and never scratch the surface. I'm thrilled with the chemistry of the three of them. The key in any movie is having characters that audiences want to watch get into and out of their dilemma-and I think we have done that," he declares.

Russo confesses, "Sometimes, I'd be watching Tommy and Morgan, and they'd be so good, so funny, that I'd just be enjoying the scene-kind of observing it, trying to figure out how they were doing what they were doing. Then, I suddenly remembered that I was in the scene, too, and I'd missed my line. Totally embarrassing, because you don't want to F up with Morgan and Tommy. I think the three of us work well off of each other, when I don't forget my line, that is."

Morgan Freeman echoes, "It boils down to actors who admire each other's work. I've admired Tommy Lee for I don't know how long. He has a charisma that's exciting. He's always on the mark, without any stress, without seeming to push it at all."

"I've been wanting to work with Morgan for a very long time. I mean, who wouldn't? He's an amazingly fine actor," adds Jones.

One of the great ironies of the story is that it takes place during the season of brotherly love, yet there is no love lost between Duke and Leo as they vie for bragging rights and Suzie. "We have two archetypes, the hustler and the exmilitary guy, and there is a pivotal moment when the hustler has a little problem and the only person that can really solve it is the ex-military guy...and that's when it all kicks into high gear," explains Gerber.

"In the latter part of the movie, they have to work together, but since they barely know each other, it doesn't always go well," adds Richards. "It really shows off not only these actors, but also, what Ron does so well-two guys who can't stand each other, stuck in a car, when their lives depend on working together to accomplish something."

Fun in the Sun: Assembling Just Getting Started's Ensemble In ancient Greek tragedies, the sorrow that the characters experience is magnified by the Chorus. In today's film comedies, the laughs are multiplied with the presence of a talented ensemble cast of funny performers.

Bill Gerber affirms, "We have a really great supporting cast-Ron handpicked everybody. We have great theater people, Tony winners, comics, people with classical training, action picture players-who play Duke's cronies and the Villa's honeys, along with two from Duke's previous life. It's just an incredible crew of performers."

Shelton explains, "At the Villa, we have a group of guys who are semiretired, financially well-off, either divorced or widowed. This is important for the ladies, too. They all have active lives, sexually, creatively and every other way, at whatever age this is, and they're all looking forward. There's nobody nostalgic for Christmases past-they toast Christmases to come. They're having a blast, and they are here to live...so what's next? What's next?"

For the cronies, Shelton selected veteran actor Joey Pantoliano as Joey, prolific comic George Wallace as Larry and character actor Graham Beckel as Burt. Shelton comments, "They're kind of three guys in search of identity, but they have money and time to burn, and Duke is their hero. Together, they're great and funny-Joey and George are fast-talking, one-liner guys, and Graham ably plays the foil for everybody. I told them when they signed that they are a unit, a team. Here's the script. You can come up with other stuff that's not in here, but it's the music, and you're the back-up singers."

Pantoliano is up-front about his reasons for coming aboard: "It was Ron, it was the script. It was Tommy Lee, and this is also my third movie with Morgan and Rene. It was also the context. The story is speaking to an audience that is mostly ignored by movies in general-the baby boomer-so it actually spoke to me. Once you hit your 60s, you tend to become invisible. So, I thought, this is a movie that I want to see, and on top of that, this is a project I want to be in."

George Wallace takes it further when he says, "I want to go to Villa Capri. These communities are all over America, and I think people are searching them out. It's really about starting to live again. I think if people don't know about places like this, I think they may walk out of the theater, thinking, hey, let's go find one. I also think it might show those who aren't there yet that turning 65 is not so bad! As far as my character-I'm one of the Three Stooges, the three fools that back up whatever Duke has said or gotten us into. With Morgan as Duke, that's just fine by me."

Graham Beckel specifically sought out Shelton when news of the project spread. He offers, "When I heard he was going to film, I emailed him. I basically said, man, I don't care what it is, but if there's anything I could do, I'd love to audition. He wrote back and asked if I'd be okay with working for scale. I immediately answered and told him I'd work for gas money and lunch. That's the guy of kind Ron is-he's a director that actors just naturally want to work with."

For the ladies-also called the honeys, the vixens-Shelton admittedly went "a little more exotic." Having seen Elizabeth Ashley-a fixture of the American stage and screen for decades-on HBO's "Treme," Shelton immediately had her sought out for the part of Lily. Shelton turned actress Glenne Headly blond, and "gave her the chance to be funny and goofy again," in the role of Margarite. And former Dreamgirl, Sheryl Lee Ralph (originating the role of Deena Jones in the landmark Broadway production), was slotted as the quiet seductress Roberta.

Shelton acknowledges, "The kids are long gone, and they're retired. In a certain way, they're all living the life they wanted to live in their 20s, but they couldn't, because they had responsibilities, jobs and families. So now, they're going back and redoing it. All three of these performers are big talents-and I thought, what am I going to do with three divas? But I turned 'em loose, and sometimes, I dialed them back a bit, and other times, I just let them go for it. They were all mutually supportive of one another and a great group."

For Ashley, her participation gave her a chance to set the record straight, in her mind. She comments, "Particularly women of this age are usually portrayed as doddering fools to be pitied, or these sour creatures to be loathed.

But these are people that are smart, witty and fun. It celebrates the wisdom, the experience and the dark imagination that men and women of massive years possess-I like that. Lily is the veteran. She's outlived seven husbands, and each one left her richer than the previous. I think she wears all of her engagement rings at once. She knows all the dirt, and where all of the bodies are buried. That makes her the one to know, doesn't it?"

Ralph nearly didn't make her meeting with Shelton-reached on Wednesday night while attending the Democratic National Convention in Philadelphia, she had to be in Los Angeles by six o'clock on Friday. She luckily made a flight into Orange County, braved the same 405 freeway with Friday traffic that gave Shelton such headaches (and the chance to dream up Just Getting Started), and marched into her appointment at 6:01pm. She laughs, "Ron said, on effort alone, do you want to do this movie, because I'm giving you the role! You know, when you're younger, you do a lot of what you do because your parents, or your friends, tell you what to do. When you get older, you start thinking, what the hell, I'm gonna do what I'm gonna do. That's where all of the residents at Villa Capri are-they're doing whatever the hell they want to do...and some of 'em are doing it twice. Roberta speaks in this honeyed voice, and usually gets her way. I love being her!"

Headly also found a big attraction in working with the writer/director and the two leads. She says, "Ron's very easy, and everything's very quick. He's a very mellow guy, which is nice. I love working with writer/directors, because they have such a solid idea of the story they want to tell. And Morgan and Tommy together are a great mix. Morgan's sort of a gentle, kind, willowy, spiritual-seeming guy-a peaceful demeanor. Tommy's rugged, very earthy, matter-of-fact. So, it's like earth and air together, and that's a good combo." (Glenne Headly's film performance as Margarite was one of her last, as the actress passed away on June 8, 2017.)

For the role of Delilah Bruno-the resentful wife of the crime boss Duke's testimony sent to prison-Shelton looked decidedly outside of the box. He comments, "We cast the lovely Jane Seymour as Delilah Bruno-this classy actress playing this Mafia moll, and she's having a great time. I'm sure you've never seen her like this, and I don't just mean because she's platinum blond."

Perhaps in service to her classical training, Seymour studied up for her role. She confesses, "I watched a ton of 'Mob Wives'! I watched 'Jersey Shore'! Then, I realized that there's north Jersey, middle Jersey, lower Jersey, the shore Jersey, every kind of Jersey. So, we more or less ended up with kinda Jersey- Jersey lite, if you will."

For Oscar, Delilah's son and last, desperate hope for revenge on the man that broke up her family and ruined her life, British actor Mel Raido appealed to Shelton, who says, "He has a ton of stage and film credits, and really wanted to play the bad guy-apparently, he's a fan of my work, which is very nice. Since we couldn't afford to bring anybody in from London, he flew himself to Los Angeles, and we hired him out of there. He's a great addition to the cast. "And we cast a young actor named Nick Peine-he's a standup comic, who had just been doing open mics the previous year in Minneapolis. He read for Duke's intern, Jimmy, and he was like nothing I had in mind...he was funny and inventive, so I hired him on the spot," finished Shelton.

For one special role, however, there was to be no leeway in casting-the part, as written, could only be played by one performer...Johnny Mathis HAD to play Johnny Mathis. As it turns out, Mathis and Shelton are longtime golfing buddies, and it didn't hurt that Mathis is likewise a fan of Shelton. As producer Bill Gerber notes, "The script really celebrates Johnny, so we never had any doubts that we would wind up getting him."

Christmas in August: Filming at the Villa

Rife with comedic situations and grown-ups on their worst behavior, the Villa Capri is a mythical location for the "55 and better" crowd, but, as Shelton discovered, not that far from the truth: "I just made up the community. After it was written, a producing partner, Kellie Davis, found all of these articles online about similar places. I mean, there were things like swingers clubs posted in the weekly newsletter, and retired CIA operatives meeting every Tuesday night. Some of these places were much wilder than in my script. I accidentally stumbled onto a world that I didn't know about, and then realized we could go as far as we wanted."

Producer Steve Richards confirms, "I think a lot of these places are popping up all over America now, and they're really a second home community. They're places where people want to have a very relaxed but active lifestyle. That 'active' usually means golf, pool and sex."

While Shelton's story is set at Christmastime, it does not offer the customary seasonal sentimentality. "You've got guys strangling each other and using R-rated language," he laughs. "It's respectful of Christmas in my sort of Southern California way, but no angels come flying in. People from the northeast are appalled at California's warm end-of-year weather, yet Bethlehem is on the same latitude. There was also a lot of opportunity to drive the inherent comedy with things like the Salvation Army guy in Santa Claus shorts, a big golf match on Christmas morning, or the nativity with live animals. The story's characters also believe in certain traditions, it's just they look out of place to much of the world-and that makes it funny."

As filming was scheduled for August, the desert temperatures of Palm Springs (average high for the month is 108°) prohibited shooting there. Filmmakers instead opted for the more temperate high deserts of New Mexico, where they were lucky to find the perfect place to be their Villa Capri. The Four Seasons Resort Rancho Encantado in Santa Fe cooperated fully with production and, as it was also the hotel of choice for most of the cast, actors could stroll down an air-conditioned hallway to work when shooting scenes taking place at the Villa.

Producer Richards: "When you think about creating a fictional place like Villa Capri, the idea that a Four Seasons Resort could double for it was perfect. It matched the level of sophistication and luxury that we wanted. They were amazing in allowing us full access, and worked beautifully with us to schedule scenes all around the resort."

Shelton elaborates, "It was bizarre that we could actually shut down a Four Seasons. But it turned out there was one week at the end of summer where it was their slow week, so if we moved in in late August, put up Christmas decorations and brought in camels, we could actually use it for Palm Springs. We were very fortunate and they were very accommodating. During the filming of the nativity sequence, where the animals all break loose and make a run for it, we had camel wranglers steering them away from the high-paying guests. In the end, I think it all worked out."

Less problematic were Shelton's two-legged cast members: "This is my favorite kind of cast. They'd come to the set prepared. We always shot the first take, even if it was rehearsal. A lot of the time, those takes ended up in the movie. I think every young actor should watch these people work-they know their lines ahead of time, they've done all of their work. And I love them, because they love the script...and they don't try to change any words," he laughs. Tommy Lee Jones agrees, "I never improv. I can hardly say the word. Why would you want to fool with Ron Shelton's screenwriting?"

Despite his declarations, Shelton is not immovable when it comes to giving actors a chance to provide input. Joe Pantoliano says, "Ron Shelton creates an atmosphere where we can be ourselves. He's very direct, and knows what he wants. He'll tell you right away when he doesn't want something. All of that actually allows an actor freedom. Plus, we were having such fun shooting. "Even though all this fun is going on," he continues, "Ron is insistent on not 'playing' comedy. He would smack the three of us around, because we tend to chew up scenery. George Wallace probably wound up with six months in the pen for trying to steal scenes."

Initially envisioned for 40 days of shooting, under Shelton's organization and clear vision, Just Getting Started wound up in the can with 28 days of principal photography. To mimic the open vistas of California, production chose locations in and around Albuquerque, with DP Barry Peterson and Shelton "carefully choosing frames," which were later augmented with drop-in exterior shots from Palm Springs.

Shelton explains, "Barry's shot two movies for me. Since we were going to be shooting as fast as we needed to, I brought him in, since we had collaborated before. And we got his preferred camera operator-so I would set up a scene, and then we'd all design the shots. We didn't have 40, 60, 80 days. We had 28- so we needed to be efficient, but also, get movie coverage, which means a ton of angles and sizes. Barry was a real partner in that way. Guy Barnes is our production designer, a local, with many credits-his wife, Wendy, is the set decorator. This needed to be a fast, down-and-dirty shoot. When I saw the nativity, I asked, where'd you find the stuff to build it? It wasn't in the budget. Turns out he had a friend who just wrapped another movie, so he went over when they were striking and helped tear it apart, and then moved it to our set and built it. It was like that, rockin' and rollin'. We had a truck full of inflatable Christmas decorations that had to be blown up and taken down every day. It was a little bit of guerilla filmmaking."

For the golfing scenes, production filmed at the University of New Mexico golf course, which was constructed in 1967. Despite his appearance on film, Tommy Lee Jones had never swung a club prior to being cast. He confesses, "I never played golf in my life. So, to get ready for this movie, I bought some clubs and started taking lessons. It's a sport that never had any appeal for me, but I'm getting to learn some things about it, and it's been very enjoyable, highly enjoyable. I can hit the ball a long way, but I don't always know where it's going to come down."

In addition to unfamiliar sports and new accents, some cast members also had to deal with dangerous wildlife. Per Shelton: "There are two sequences with real rattlesnakes-we hired a venomous snake handler, who actually runs the rattlesnake museum. Around here, we didn't have any trouble actually finding snakes. When we were shooting in the desert, we sent the handlers out ahead to track any down, so we wouldn't step on them-they would just go out, retrieve them and put them in a bucket. It's just a feature of shooting in New Mexico."

For the less potentially dangerous animals, production utilized the services of the California-based Gentle Jungle, who supplied Suzie's terrier, Romeo, along with the nativity menagerie. The G.J. wranglers worked in tandem with stunt coordinator Al Goto, to ensure the safety of all two- and four-legged cast members. Goto says, "Most of the challenges were just dealing with the time constraint. We had really good animals, particularly the camels. Sometimes, they can be prone to biting or spitting, and be pretty tough in general to handle, but these were really docile, and they minded the trainers quite well."

In addition to the geography, Palm Springs is also distinctive in the desert couture of its residents, where expensive fashion must cope with triple-digit heat. Shelton returned to designer Carol Oditz-who also costumed Tin Cup-to realize the sometimes colorful, often expensive and rarely bland wardrobe for the characters. Again, Shelton: "One of the few I brought in from outside, Carol is a great designer out of New York, and she'd worked with me and Rene before. I can never visualize costumes. She came up with outfits for Morgan-loose, free, playboy Caribbean-and the cowboy Tommy, along with class-act Rene, our cronies and the ladies. It's fun stuff, just like the characters."

For the distinctive (and slightly off) looks sported by her character of a mafia wife under house arrest, Jane Seymour worked with the designer, along with hair and makeup. She offers, "I totally weighed in on Delilah's look. I went wig shopping. And the outfits-we put the whole thing together at my house. I had these crazy ideas of what I wanted for wigs and makeup. She's locked in her house, and she's bored. She doesn't have subtle taste, and she's always mixing things up to try and entertain herself. We had a ball throwing all of this stuff together."

When came time to film the big holiday bash-where multiple storylines come into play-nearly everyone involved was in for a holiday-sized surprise. Ron Shelton remembers, "So, we're in this big space, decorated and filled with about 125 extras. And Morgan's character introduces Johnny Mathis-he's pulled him in to perform to try and impress Suzie. And most everyone was expecting a stand-in, but out walks Johnny himself, and the whole room just sprang to their feet and went absolutely nuts. We actually had to re-start the scene, because the reception he received just drowned out everything."

In the screenplay, Suzie admits to being a lifelong fan of Mathis and to possessing every single one of his 42 albums. As it turned out, Rene Russo shares Suzie's fandom. Bill Gerber says, "Ron and I were sitting with Rene, talking about the scene a few days before filming. She said that he was her favorite artist of all time, she had all of his albums, and that this was something Ron had just included without knowing. When it came time to film her character meeting Johnny, she started tearing up, and Ron started yelling for makeup. It was a wonderful moment."

To include Mathis singing one of his standards of the holiday season- "Winter Wonderland"-the recording artist went into the studio to lay down a new version. "We couldn't have him come out and sing his classic version, in front of a 77-piece orchestra, when all the Villa has is three musicians. So, we have a new version of this great song with Johnny and a jazz trio," offers the director.

For the singer-who still racks up around 200 performances a year-the experience was just another chance to sing...sort of. Mathis says, "I'm entertaining at their Christmas party, and I get to sing a chorus of my song, 'Winter Wonderland,' before I get interrupted. Then I get to interact a bit in the scene-the whole experience was different for me. I'm a little shy when it comes to things like that. But if you're going to be interrupted in your performance, it couldn't get any better than if Morgan Freeman is the one doing it."

In closing, Ron Shelton says, "This may be an eye opener for people under a certain age. I hope they realize that their parents are hipper and crazier than they thought. But people my age, and the ages in this film, what were we doing in our 20s? Our 20s were in the '60s-the craziest time of all. Everybody was doing everything. The same people now playing shuffleboard were maybe at Fillmore East with Janis Joplin, doing stuff that you can't tell your kids about. That's us. We're not the kind that are going to suddenly say, you know what, I really want to stop and just slow down. No, it's more, we wanna party."

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