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Production Notes

Producer Paul Schiff "had been preparing Proud Mary for a number of years. The characters are rich and nuanced-this is not a cookie-cutter action movie," he says. "We first meet Mary as she prepares for an assignment-she's dressed to kill. The moment she fulfills her mission, she assumes that she's done for the day, but Mary suddenly realizes that a 12-year old boy is also in the apartment. Because he is sitting in his room with headphones on oblivious to her presence and the killing, she sneaks out of the apartment, but she is deeply affected by seeing that young boy. It's an act that changes her completely. We next meet Mary a year later at the moment she intervenes in this young boy's now terribly troubled life and she literally picks him up off the street unconscious. We soon realize that she's been keeping the boy, Danny, under surveillance that whole year-and the relationship that shapes our story begins."

Boiled down to its core, its star, Taraji P. Henson believes that "the basic story is about what do humans do when we're forced to make a change in life and to make the decision to better our lives?"

"Proud Mary started out as an English crime drama set in London," notes Schiff, "and I'm really happy with how it's evolved and developed and am thrilled that we got Taraji as Mary. I have always been fascinated by movies like Gloria and The Professional that present how a hard-bitten woman's new relationship with a young child changes her life. In Mary's case, her new life with Danny triggers a war with another crime family and leads to her attempt to leave her own family-which seemed like a really fascinating situation."

"Saving him is a great act of restitution–and through this act of selflessness she's found a way to save her own self," notes Producer Tai Duncan. "But after Mary takes Danny off the streets she finds herself in some serious trouble with two very dangerous crime families [her own (the Spencers) and their competition (the Kozlovs)]. And it's not going to be easy for her!"

"The song 'Proud Mary' is about a paddle wheeler that keeps on rolling down the Mississippi," observes Danny Glover, who plays mob boss Benny Spencer, "but it's really about the strength of women. In the movie, Proud Mary, this very strong woman is an integral part of a family and the film is about the conditioning that goes on within the family and the roles that each of its members play in making the family function. Now this is a mob family, have no doubt about that; the family demands respect and the cohesiveness of the family is paramount to its success-you don't leave the family, you don't get out of the family. There's a code of honor even if their greatest weapon is violence and death."


The Mary we first meet is a cold, brilliant professional. "With her enormous capacity to bring about destruction and death almost without conscience, she could be James Bond," observes Danny Glover, whose character Benny brought Mary into the Spencer family (professionally and personally) and trained her as a child. "And she could have been an agent. She has all the equipment, the technique and mental acumen to do that work."

"Mary is a complicated, hardened criminal," adds producer Tai Duncan. "Smart and efficient, she's found a way to survive in a very male world. Her ability comes from her intelligence, preparation and being able to adjust on the fly (in many ways she's more dangerous than the men she works with). But I think she's come to believe that there can be more to having a life away from the family-it's not something that she has acted on yet-and it's only through finding Danny and embracing unrecognized emotions that she comes to really believe that her time to leave is now."

"Like Danny, Mary was forced by circumstances to take on this life," adds producer Paul Schiff. "As a child she'd been picked up off the street and trained to kill. The only love that she has ever really known is from this dark, criminal family that cared for her in return for her services as an assassin-and as she gets older that perverse relationship continues."

"This is a person absolutely numb to life, to love, who is finally awakened," notes Taraji P. Henson. "We're so quick as humans to write people off: 'Oh, that person's bad,' after they did one thing-well, with Mary, you can't say one thing," she laughs. "But there was this part of life to which she was blind. It's rough out here and sometimes we don't make right choices because of our circumstances, the cards we were dealt. Here we have a human just trying to make the best of a bad situation and you've got to give her credit for that. You see a killer become a human. Blood starts to pump through her veins-that's what you see in Mary. You're watching that transformation, which is what really what intrigued me, because it's not, simply 'Hey, I'm out here just killing people looking badass.' I don't ever want to glorify killing people. Babak, our director, was very clear about being careful with the images that we are portraying because whenever you play a character that picks up a gun, you're playing God, right? And I take that very seriously. So we took great care in how we portrayed these characters."


Known for portraying characters as diverse as the brilliant, stalwart Katherine Johnson in Hidden Figures and the brilliantly tenacious Cookie Lyon on Empire, Taraji P. Henson describes how she "grabbed the chance to play Mary. I don't want to repeat characters," she says. "I played a sniper and cops and detectives, but I never played a hit woman-and that's very different. Mary is a close-range, hired killer-she's not ex-military or a street thug. In an elevator she might be all 'Hi, how are you? Those are nice shoes. Have a great day,' and five steps out the building it's pop, pop," she laughs. "It's fun and it's very different because people always see me as nurturing and natural. This woman knows nothing about mothering-and here she ends up with this kid.

"Taraji is fantastic in the role," lauds producer Paul Schiif. "She's so feisty, funny and powerful and she's just a really fine actress. Even though I've been working on this script and thinking about this character for a long time, during production I had the pleasure of being surprised every day by her interpretation of Mary-fresh, entertaining and surprising and always with a real beat on her humanity. I hope her fans see a version of Taraji that they didn't expect, especially if they come in thinking they knew everything they could know. Part of the balance of the movie comes from believing that this character really walks in the world-that it's not complete fantasy, and Taraji plays Mary in a way that you believe that this isn't an action figure kind of role, some paramilitary fantasy. She's a real person picked up off the street and trained to kill, but she doesn't have super powers. She's not flying on a wire and doing things that defy physics."

"This role is so different from anything she's ever done," notes Jahi Di'Allo Winston who plays Danny, "but if you look at her career from Baby Boy to Empire-all of the roles that she's chosen to play are so completely different. Her career is just very smart. Here she's bringing everything to the table with Mary's strength and vulnerability and what's so interesting about Taraji is that she could be crying and bawling in a scene and the next moment she's running around the set, doing something crazy. She's just really fun to watch, but she always tells me to never study her (because she's so rambunctious). We have a unique relationship: she won't say, 'you're so good, so talented,' but she will tell me 'you did really good work yesterday' only after we wrap-because she's afraid I'll get too much of a big head."

"Taraji has this terrific energy," says Margaret Avery, "I like the fact that she's tough. We see that in Empire-everybody's in love with Cookie. But her characterization of Mary is different, because she gets pretty cold in this. I like seeing a woman play a different role, the way men do, and Taraji makes this nice transition-revealing the vulnerable, sensitive part of the character. I don't think we've seen that tough gun-packing woman since Pam Grier. From my era, I can compare Mary to Pam Grier-tough, sexy and lethal.


Key elements of Mary's profession and character are defined by where she lives, what she drives and how she displays and deploys the clothes, wigs and weapons secured in her closet. "Mary has lots of designer gear, bags, shoes, wigs. She drives a Maserati and lives in a huge loft. I mean that can't be cheap, right? She's very swaggy," laughs Henson. "And when she works she puts on different things for different jobs-she has to become like Doctor Jekyll and Mister Hyde.

"She's a chameleon who needs to be different people at different times in her life in order to survive," observes producer Tai Duncan. "So the wardrobe represents different pieces of armor needed for her to go out and protect herself from the world and do what she does. But she also has great flair for individuality."

"Her closet has seven big full-length cabinets designed for handbags, dresses and ball gowns, hats and wigs with a center pane," says production designer Carl Sprague, "that mysteriously opens revealing her armory-a lethal arsenal behind the bobby pins, scarves and necklaces."


"Mary's arsenal are the tools of her trade," notes producer Tai Duncan. "Like a surgeon has a scalpel, this is no different-she picks the tool that she needs at any given time to achieve the results that she's looking for."

Not only does Mary possess these weapons, her profession requires that she know precisely how to use them. "When we were preparing the movie I asked Taraji about her gun experience," remembers producer Paul Schiff. "'We'll have a trainer,' I said, 'and we'll have time for you to go to the range and get familiar with the weapons.' And she said 'Oh, I got this." I thought, okay, I hope so," he laughs, "but it turned out that she really does know her stuff- which made the gun play impressive but also very real."

"I'm well-versed in guns," confirms Henson. "I shoot a lot. I go to this gun range. I've played cops, detectives, a lot of characters that shoot guns-and now a hit woman. What Woody [Wdowin, the film's armourer] really respected about me is that I'm very much 'safety first.' I would never point even a rubber gun at the crew. And when Woody gave me the real weapon and it's cold-meaning there are no bullets in it-I would not point it even in rehearsals, only when it's time to play. So Woody loved that. And whenever they yelled, 'Cut,' my arm went down, because even though we're playing make believe, that thing is very real."

"Mary had weapons in her hand at a much earlier age than most people who use guns," says armourer Woody Wdowin. "She is a trained assassin brought up by this crime family, so she knows what she's doing, and her agility and relatively small frame [compared to other people involved in shootouts] help explain why these guys are missing her with their automatic weapons and she's accurately hitting them (she's fast and can hide behind small objects). The amount of knowledge that Taraji brought to this movie was exceptional. As we worked together her ability to learn was amazing and we felt very comfortable right from the beginning having her handle the weapons. She didn't need much training with the handguns, but we did set aside a day to prepare with the blank fully automatic weapons used in the big shootout scene."

"There's a lot of great action in Proud Mary and it's all about how Mary's skill set enables her to go about her business-how she's able to get in and out of situations with stealth and precision," notes Schiff. "She can be incredibly potent and incredibly lethal without flying through the air, twisting and firing in 360 degrees. Seeing Taraji in that mode, grounded and intense, allows audiences to believe that the action is really happening and not just made-up popcorn action. It makes for a very exciting film. "

"She takes on everybody-the Koslovs, the Spencers-her own mob family-to save herself and this boy. It's either them or her-you see a human at her limit," says Henson. "The big action finale reflects the culmination of Mary's experience with this family," says Duncan. "Every instinct that she's inherited, every skill that she's honed comes to play in this moment where she comes back to the nest and confronts the people who have controlled her for so many years."


"When I first got the script, Mary drove a beat-up Jaguar. I remember getting the rewrite while I was doing Empire, and I was like, my Maserati?" laughs Henson. "And there were also more action scenes. Running? You saw Hidden Figures, huh? At least I don't have on heels this time."

"In many ways Mary's car [a 2017 Maserati Quattroporte] is connected to her wardrobe," notes Duncan. "It's kind of an outward version of her and her persona, so it's vast, it's sexy, it's powerful and it's dangerous."

"Usually when actors are behind the wheel we get them out of that situation as fast as we can," says Schiff, cautiously. "Between takes we back up the car for them and reset it in position. But Taraji just did not want to get out of that Maserati. She's resetting herself and driving into position very happily at the wheel. And she's a great driver."

"If you're driving a Maserati, you better look like you know what you're doing," echoes Henson. "I learned how to drive on pickup trucks, so cars are nothing to me. I took my driver's test in a 1970-something lime-green Bonneville. You know how big those are? It's like an 18- wheeler. I backed that baby up in parallel park. I aced that test."


Danny is the boy Mary unintentionally orphans at the beginning of the film and we soon learn that his young life has spiraled out of control. "When we meet Danny, he's in terrible jeopardy," says Schiff. "He's a street kid, surviving by his wits and street smarts, but he's really vulnerable."

Jahi Di'Allo Winston points out that "the audience is really introduced to Danny twice. The first time he is in his room playing video games unaware of what just took place in the apartment. The next time we meet him, he's toughened up-he's had to withstand a lot. He's one of those kids that experience what some adults don't even go through at 45 or 50 years old. So when Mary, this woman, suddenly shows up he doesn't know whether to say thank you or take his stuff and just run. I think that the reason he stays is because he doesn't have anywhere to go. He thinks, 'she's overprotective. She lies to me. But she's my only way out.'"

"When Mary finds Danny he has a busted head, blood on the back of his shirt," says Henson. "He takes his shirt off and she sees all of these scars-cigarette burns, cigar burns, scratches, scars, bruises. And that sets her off! She's been secretly following him-like a guardian angel waiting for the right time to help-and that's what she prayed would not happen." "I think saving Danny is a redemption, for both him and herself," says Duncan, "because she sees so much of herself in this young boy and she realizes that this an opportunity to give him something that she never had."

When Mary goes to rescue Danny from Uncle, tensions escalate quickly. "Then then this big turf war erupts-and no one knows that the whole thing is over a kid," notes Winston. Henson worked very closely with then thirteen-year-old Mr. Winston, and speaks of him with nothing but superlatives. "Jahi is an amazing little actor. I saw him in The New Edition Story-he sings! His little eyes draw you in and melt your heart. He is my little pea, my little booboo. And he's such a well-spoken young man-he speaks the King's English brilliantly- but now he has to play a street kid and the dialect coach has to remind him to take the 'TH' off of 'the,'' she laughs. "'You're a street kid-it's "de.' And he's like, 'My mother would kill me if I spoke like this for real.' As an actor Jahi's hungry and wants to do better; he's always asking me questions, following me around like my little shadow, which is great for the relationship between Mary and Danny."

"One of the pleasures of producing movies is that moment when an actor comes into a room, delivers an audition, and you realize not only have you found exactly the actor that you were hoping to discover, but that no one else can play the role," remembers Schiff. "And that happened when Jahi came in. He has an uncanny level of technical skill that many adult actors don't have. Most actors that young disappear until their next lines come, but he's the exact opposite-he's so present. He listens. He's in the scene and in the moment, completely connected to the character and to his fellow actor. It's a really tough role and he's been thrown in with Danny Glover and Taraji Henson, great actors, but he's a great partner in that volley between actors."

"Jahi, this wonderful 13-year-old boy," smiles Margaret Avery, "has got the oldest soul I've ever known. He brings quite a lot to the movie. People are gonna love him."


Danny Glover, who plays the Benny Spencer, recognizes his character as "the undisputed godfather of this family! It's clear he's the guy, but he's getting older. He's trying to hold on while at the same time knowing that he needs to relegate his power, so he's looking beyond himself. It's not clear what does the future will look like, but meanwhile everything's going fine. Business is good. Then something unexpected happens that triggers a chasm in the framework, some sort of eruption, that begins to snowball into something larger and larger that threatens to culminate in the demise of the family itself."

"Benny is a really complicated guy," adds Schiff. "He's this charismatic, charming, seemingly loving man who is happy to order a kill if it helps maintain or expand his business and enjoys torturing an enemy on occasion. He's a pretty bad guy, but somehow you really can't help but like him because he's just so charismatic and charming and full of life."

"He met Mary when she was a young girl on the streets," notes Duncan, "and feels that he's like her father, but he actually feels more of a sense of ownership over her-that he saved her and in essence created her. I think Mary feels that their relationship is two sided, but it's not because he feels that she's a possession of his. I think that Benny feels that everyone in his life is a possession of his-including his wife and son, and Mary is no different than that. In many ways he may be her father or the closest thing that she has to a father figure, but at the same time he is the person who turned her into probably the darkest version of herself."

While Benny is ruthless, the actor who plays him is a true gentleman. "Danny Glover! A spectacular actor, a master. It was a real honor for us all to have a chance to work with him," says Schiff. "Danny is a very instinctive actor. He knows when he feels it; when it comes alive it just feels right. I think what attracted him to the role is that it's really fun for an actor to get to play a bad guy who is also really likeable-to play the full human being, not just the cliché villain. It doesn't matter to him that Benny's a killer, he's playing his humanity. He's playing a guy who has a family that he loves and wants to protect. He's brought him to life and made him really complicated, interesting and unique."

Henson agrees: "Okay, so Danny is brilliant. With just one look he can go from sweet dad-grandfather to icy cold killer-it's haunting. And you need that kind of flavor for this man, someone who the audience can feel, 'Oh, I can see how she fell into that trap.' He's a really bad guy that you wanna love-after all, it's Danny Glover!"

"He's got that sly thing-you don't know when he's telling the truth," says Margaret Avery, who as Shug Avery in Steven Spielberg's The Color Purple (1985), worked with Glover to create one of the great screen couples. "It was just so exciting to know that I would be reuniting with Danny more than 35 years after The Color Purple. We hadn't really seen each other, so it was a wonderful thing to say 'Oh, hi!' And I said, 'You know Danny? Thirty-five years ago, they aged us to look the way we do now. You look like Mister to me.'"


"Tom is Benny's only son," says Schiff, "and he has a complicated relationship with his father. He admires him, models his life after him, but also resents the fact that his father is getting a little older, slower and is less prone to jump, to attack, preferring to find diplomatic rather than violent resolutions to a conflict. Tom is the new blood-he wants to take over."

"Tom and Benny have a great relationship with a lot of mutual respect," agrees Billy Brown who plays the younger Spencer, "but as with many relationships where family is working together they have come to a point where Tom see things that needs to move differently-a little more tip of the spear. Because Benny proceeds with prudence, he has to check Tom a couple of times. And there is conflict because Tom is also Mary's former love interest. He is trying to hold onto with Mary but realizes that his father senses that this may be a catalyst that could drive her away."

"Tom and Mary have been lovers, friends and, literally, partners in crime," continues Schiff. "They have been in this strange kind of bubble because Mary can't seek relationships outside of the family for whom she works as an assassin. She can't have an independent life. She's trapped and in that bubble there is Tom-this attractive, charismatic, powerful guy-and in that relationship she has found some relief and romance, some joy even. But she knows that ultimately he's not the answer and that she can't stay with Tom or with the family without being consumed by the dark side of this family."

"There was a love between Mary and Tom," Henson agrees, "but I think killers are kind of incapable of real love. I also think he wanted it more than she did and that it got too close for comfort for her. So their current relationship is estranged. It's weird and awkward and Tom is jealous of anything that doesn't include him in Mary's life."

"Tom is a powerful man being pulled in many different directions," says Duncan. "Incredibly loyal to his father and to his family, he is in many ways the embodiment of how Benny thinks this family should operate. But during the course of the movie Tom's belief is tested as he feels both his father and Mary pulling away from him. I don't think that Tom ever had a question about his father's respect, but once the [war with the] Kozlovs is triggered, I think he comes to realize that Benny may not respect him as much as he thought. And he comes to see Mary as a rival. They grew up with each other almost as siblings, they shared experiences as young people and they were in love, but considering the circumstances in which their relationship came to be there's no way that it could have ever been a true love-because in this family the only person you can really love is Benny."

"That Tom feels that Benny favors Mary is a very difficult source of frustration, anger and resentment bubbling up in all kinds of complicated ways," says Schiff. "I think Tom has competed for Benny's favor for years. It just comes more easily for Mary."

"Billy Brown brings charm to Tom," says Henson, "which is great because whenever you're playing a bad guy you don't want the audience to hate you. The audience has to feel for you. They have to want you to win. Billy is very charming and good-looking and believable- but he's also scary. Charming and scary-that quality about a killer that you gotta have, you know? That ability to be able to turn it on and off, and he has it."


Director Babak Najafi and his team created a "tone and look that may be incredibly intimate-as in moments between the family-but can turn fast, sweeping, chaotic and dangerous," observes producer Tai Duncan. "They have found a way to seamlessly blend all that together for this movie that at all times looks beautiful."

"Dan Laustsen, our accomplished and gifted cinematographer, brings a depth and earthy kind of weight to the movie," notes producer Paul Schiff. "Dan made John Wick 2 and was Guillermo del Toro's director of photographer on a number of his films. He and Babak have joined forces to create a look that gives the movie a real identity. Dan's not afraid to go a little dark, employing a rich and satisfying palette that provides the movie with gravity and power. He's not afraid to push the limits-to let things to go to silhouette or, when motivated, to let things get impressionistic. And we're approaching the action with fluidity and grace, so that it's not all quick cuts and a disorienting sense of 'Where we are? I don't know. But everything is exploding so I guess I should be enjoying this.' It's more like a dance as opposed to quick cuts and explosions. We are letting moments breathe and I think we've come upon a good language that's right for this film and makes it stand out, gives it its own personality."

As with the cinematography, the production design of Proud Mary is also "both luscious and gritty," relates Duncan. "The world in which these families do business is a dirty chaotic one yet the world of the homes in which they live has much more beauty-and production designer Carl Sprague has found a way to create a balance between those two worlds."

"Carl's done a fantastic job creating the look and physical spaces of the movie," echoes Schiff. "We shot in and around Boston and built some sets within old warehouses in Lawrence, MA. Carl has an incredible eye, an incredible touch that incorporates the existing industrial features of these building into his designs for Mary's industrial-chic apartment and Benny's classic wood-paneled office."

"It's a beautiful film; it's beautiful and ugly at the same time. That's art," says Henson. "We built sets in an old dilapidated mill factory, literally turning it into a Hollywood studio. The flavor and the texture, the way it's going to look is amazing. How Mary's apartment appears in real life is like 'ugh-I would never put those fabrics together'--but on film it looks so rich, so royal. It's just gonna blow your mind."

Production designer Carl Sprague points out that "Mary is a free agent operating on her own terms in this evil empire and living in this 5,000 square foot apartment that we built in the raw space of an old factory that is so over scale you could go roller-skating in there. But I think the freedom of this huge space full of details that are not crazy opulent reveals what an extraordinarily successful and pulled together woman she is."

Mary's controlled look is particularly evident in what she wears. "Mary is bad-ass- she's experienced and hardened and always ready at any moment to pull out a gun and that calls for clothes with very clean, crisp graphic lines," describes costume designer Deb Newhall. "The palette is primarily black, but with a lot of texture. Black clothing can be hard to light, but I was conscious of having graphic lines in the cut of a garment that allowed more skin to show or of using fabric that has some shimmer (as in the texture of leather or ribbing in a sweater), so that there's always a shine to what she's wearing. In contrast, the lines are less harsh and the textures are softer during some of the in-between times with Danny, her look is softer."

"Deb Newhall and Taraji-who has a really great sense of design and style-became great collaborators, great partners in crime," notes Schiff. "Sometimes working with an actor who has a great eye can be a burden for a costume designer who wants to operate on her own, but the opposite was true here. Deb and Taraji established immediate communication about who Mary is and how to find in the clothing the essence the character presents to the world. How she expresses herself in the confines of a life as an assassin and who is she when she's home or when she's with Danny-when she's really herself and can be vulnerable and unconcerned about all that she has to do for the family. And Deb's done a fantastic job."

"This is an entirely new look for Taraji," says Newhall, "that is intentionally different from her great outfits in Hidden Figures and beyond all the fur and fluffy fabulous stuff that's going on in Empire. Early in the process I found a great dress with some zippers and other metallic features that would have been a really cool option for the dinner scene. Taraji looked at it and," she laughs, 'responded immediately, 'Cookie's got that dress. I can't wear that dress.' And I said, 'I got it.' It was the only time that came up."

"Mary always looks good-very chic and classic is what I like. It's not fussy," says Henson. "She's not a girl who spends a lot of time at the mirror. She probably did before, but when we meet her now she's a very different Mary-at this point in her life she's thinking about a way out, not about clothes. "

And I think all black is metaphoric for where she's heading. She's in a tunnel right now and everything's dark-but she's gotta come out of it."


Proud Mary was shot in Boston, Lawrence, Lowell, Waltham, Dedham, MA during April and May, 2017.

 Its camera team, lead by director of photography Dan Laustsen, shot the film with the consumer-grade Sony A7sii (which was used in 2016 to shoot the upcoming Screen Gems feature Cadaver in its entirety) and the Sony F55 (including all steadicam shots).


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