By Darrell L. Hope
Photos by Phillip V. Caruso/SMPSP

Director George Tillman Jr. on the set of Men of Honor.

After studying film at Columbia College in Chicago, George Tillman, Jr. began his path toward a filmmaking career by making the award-winning short Paula. He went on from there to helm his first feature Scenes for the Soul and on his next feature, 1997's critically and popularly lauded Soul Food, Tillman became a member of the DGA.

His latest feature, Men of Honor, tells the story of Carl Brashear who overcame a lack of education and institutionalized racism to become the first African-American Master Chief Navy diver. The film stars Cuba Gooding, Jr. as Brashear and Robert De Niro as Billy Sunday, the naval dive-master who migrates from Brashear's greatest obstacle to his greatest ally.

Tillman shared with DGA Magazine what it takes to capture the story of a real-life hero on film.

Why Men of Honor?

The script came to me back in 1996 when I was editing Soul Food. At that time I was trying to find something totally different from the last project that I did. I first read the script and I was totally amazed. I had never heard of Carl Brashear and I was inspired because this is a guy who'd done so much, not just for African-Americans, for everyone. He had tremendous courage to overcome all these obstacles to accomplish his goals.

You went from Soul Food's $7 million budget to $32 million for Men of Honor, you've got two Academy Award-winning actors, a pretty large supporting cast, full-sized ships and a lot of underwater effects.

The toughest part was getting it off the ground. We had to figure out how to make the movie work with the budget they gave us and that had the producer, the writer and me working almost every day to get the script down. It took us about seven months just to get Cuba and De Niro attached, all the legal stuff out of the way and the studio to agree on casting choices. I wanted to work with Robert De Niro because I heard that he was interested in the script back in 1995. But back then the script wasn't in the best shape.

How much work did you have to do with the writer in order to get the script ready to shoot?

I spent about a year developing it. Originally, the script was pretty long. We only had a certain amount of money to make the film so we had to condense. I wanted the story to be how these two men are very similar, had the same interests, the same beliefs and the same love for their craft even though racism divided them. They're even from similar backgrounds. I wanted to show what these men did outside of their life as divers and how sometimes they had to sacrifice those around them. We had to delete a lot of characters to find the right through-line to keep the script going. In earlier versions the main focus was on the accident where Carl lost his leg, but as we got further on the drafts we realized the real story was his struggle from his sharecropper beginning with a seventh-grade education to become a master diver.

It sounds as though you really guided the process.

Yes. As the director you've got to impose your thoughts and where you want to take the story. But I loved the spirit of the script and really tried to stick to that spirit as much as possible. But there are some changes that I felt fitted me as a director.

Cuba Gooding, Jr., Robert De Niro and George Tillman Jr. discuss a scene.

How long were you in pre-production?

We started in January 1999 and we started shooting in August of 1999. But I valued that prep time. I had 63 visual effects shots, underwater planning, and I had to find the right locations which was really difficult. Because the bulk of my characters are from the South, I wanted this film to have that feeling and atmosphere of the South with this old, nostalgic look. But we couldn't find any place where we could build a pier next to the diving camp and most of the Navy was downsized after World War II so they tore down a lot of the real camps. The only place that we could find that had everything that we needed was in, of all places, Portland, Oregon.

Did you do a lot of rehearsing?

The main thing is not to over-rehearse, not to go in and destroy the chemistry by working it out to a point where there's nowhere to go. It's up to the director to capture the freshness of a moment and give actors enough direction to keep their freshness. On Soul Food I had two weeks. On Men of Honor I was working with bigger-named actors who had commitments so I had to work around their schedules. I came in very prepared and kicked everyone off the set and just worked it out with the actors.

What did you do specifically to capture that on film?

I really wanted a classical look for this film. The film is set from 1943 to 1956, so that means that I had to be very subtle, stand back and let the actors move within the space. I needed to find the right composition and the right camera placement where it wouldn't be obtrusive on the actors or for the viewers because we are watching real characters. I spent a lot of time watching old movies like From Here to Eternity and The Sand Pebbles and newer films that are reminiscent of older films like The Right Stuff or Blue Sky. My cameraman, Tony Richmond, has been in the business for a very, very long time and his lighting style creates a very naturalistic look. Then I used wide-angle lenses and just let the actors act because this is a performance piece. Most directors of my generation spend a lot of time to set up a scene as different as possible. But I went the opposite way on this film. I wanted everything to look old-fashioned, down to the compositions the set designs and the lighting. I couldn't shoot this film like Soul Food, and for a young director, it was hard to stay true to that concept.

How difficult were the ship sequences?

The Navy gave us the ship called The Navajo, which duplicated for the USS Hoyt, which was the same ship Carl lost his leg on. Those ships are de-commissioned now so we found the closest thing we could and we shot about two miles outside San Pedro harbor. That was the toughest time for me shooting, physically, because we had to drive out a mile every day just to get on the boat. A lot of the crew members got seasick. I think we did like 13 days at sea, and every day I hated to get on that small boat and drive out. But once we got there, it was great being out there with the sun. But the scene was supposed to be in the South Pacific, and we had San Pedro on one side of the ship. So that meant the whole day we'd shoot one side, turn the ship around and then shoot the opposite side, which caused tremendous pressure for me to maintain the continuity. It was a challenge.

And the underwater sequences probably offered a few challenges.

Every scene in the water has a very specific look. We had a diving boot camp for all the actors and went down in those Mark V diving suits. You hear the water cover you as you go down a ladder to the bottom. You can't see anything and all you hear is your breathing. I wanted to capture what it was like to be a Navy diver. When I first read the script, I knew the toughest part was going to be the water because at the time I couldn't even swim. I wondered, 'How am I going to do a diving movie when I can't swim?' Then I started thinking about Carl. He was a young man from Kentucky who only had a seventh-grade education and had to not only learn diving, but tough subjects like physics. I felt in a way I had to be Carl Brashear. I had to know how to swim. It took me about a week and took me about two months to get down in the Mark V diving suit.

De Niro and Tillman aboard the USS Navajo

Was it important for you to let your actors know that you were willing to do this yourself?

Yes. Both De Niro and Cuba actually went down in the Mark V diving scenes and there were about seven other actors who play the divers. I thought I've got to have these men know what it's like to be down in those suits, and I felt that, as the director, I wanted to win the respect of these guys because it is a dangerous job. If I wanted them to go down there and do these things, I should be down there doing it myself. I also wanted to get down there and see what it was like. I did it in order to know, from a visual standpoint, how to shoot these scenes.

How did you block the underwater scenes?

The thing that really made it work was that we had a great underwater cameraman, Pete Romano. I loved the work he did on The Abyss and White Squall. He shot everything on those Hydrolex underwater cameras. Very early on we talked about what I wanted to accomplish in those underwater sequences. Each sequence had its own look, its own style. That forced me to be very detailed in my storyboards.
We filmed them in this tank in Long Beach after we did all the principal photography. Everybody thought we were going to be there forever, but with the rehearsing and the planning, we actually shot it all in 15 days. On the first day my AD put all my storyboards on the wall and we went over what we wanted to accomplish. I said, "Why don't we just block everything out, on top of the water?" I'd get the stunt divers, Pete and Cuba, place everybody in exact movement with the camera, and then I'd get in there and talk about the shots that we wanted to accomplish. We'd do that for about two or three shots, we go in the water, shoot about two or three shots, come right back up and do the same thing again. It actually made things a lot faster.

Tillman prepares a courtroom scene with Gooding for Men of Honor.

Had you ever worked with your 1st AD, Barry Thomas, before?

This is my first time working with him. I really wanted to work with an African-American AD and I try to have as many African-Americans on the crew as I can. Although I didn't know him, Barry has been in the business for a very long time. He did The Negotiator with F. Gary Gray and I thought it was a great film. I wanted somebody with that experience, but when I first met him one of the things that really took me over the top was not his credits, but his enthusiasm for the story. He also thinks in the terms that a director is thinking and what a director needs to accomplish to get a scene done. That's one of the most important aspects that he brought. But everything worked out really well. Sometimes I got kind of tough on a set because I come from the independent world and my first film was a feature that I shot for $150,000, so my producer and I would shoot all day until we were done. Sometimes that mentality is still there. The budget was so tight that we were moving the schedule around every day to squeeze off these scenes in a certain amount of days, a certain amount of hours. Barry lived by that schedule and one of the most important things I think I learned through this process is time management.

How about your 2nd AD, Doug Raine?

Doug was Barry's guy. When Barry had another commitment after we finished the principal photography, Doug took over for all the underwater sequences and some of exterior water stuff that we did out of Long Beach. I could have brought in another first to take Barry's place, but I wanted someone who knew what we had already been through and knew what I wanted to accomplish. Doug was great. We actually moved faster underwater than we did on land.

If you had the budget, what do you think you would have done differently?

I would have spent more time on the training-camp sequences. There were certain visual styles in the cutaways and close-ups that I'd liked to have accomplished and I didn't have the budget so I didn't have a second unit director. But I didn't cut the script back to make up for the fact that I didn't have a second unit director. I went in thinking, 'I'm going to get all I can get when I can.' I think that's the way a director should think, not think 'I'm not going to get these things.'

How much coverage do you shoot?

I tend sometimes to overshoot but I believe that a great performance is made from capturing a variety of different performances from an actor, and I like my films to have something for the editor to work with. I like to try different things and when you work with a guy like Robert De Niro, even though there are pressures from the studio and line producer to make the day, we ain't going to leave until we get it right. That's great because I don't like to leave until I get it right and nobody's going to tell Robert De Niro 'No.'

How long were your days?

We generally did 12, but sometimes we'd go 14 hours. We shot about 82 days on this movie. That's 76 days principal photography, six days of miniatures - 15 of them on the water. So you can imagine the pressure of making the days. My first day of shooting was a scene where Carl's on the farm in Kentucky. I was dealing with a kid - and we've got child labor laws to contend with - and I'm dealing with mules, and they both weren't working right.

Tillman prepares a hospital scene with De Niro for Men of Honor.

Let's talk about your post period.

We were editing as we went along. My editor was John Carter, who I worked with on Soul Food. He's been in the business for years and I totally trust him. I like to go to dailies every night to see how the performances have worked. I've never really watched cut scenes when I'm shooting film because it's too emotional for me. I try to wait until everything is done and I try to stick to my guns. I know exactly what I want to accomplish. Then I try not to look at any of the cut scenes because it may take away how I see where I want the film to go. I stick with the theme of what I want to accomplish from the beginning and trust the script. John is always cutting as we go along. All I do is say, "How does it look?" If he says it's great, cool.
After we finish shooting I see what John has come up with. When I sat down to look at his assembly, he'd pretty much put it together as a full-fledged film. This is the only time you really watch your film as an outsider. I take a lot of notes and start making my pass really a day at a time. My first cut was three hours. My second cut was two hours and 30 minutes and I felt pretty strong and I wanted to test at two hours and 15 minutes. I felt very confident in everything that we had, and the bad thing about it is a lot of good stuff I felt got lost. But it's my favorite part of the process because you get to sit back and rewrite the script then. I felt it was a beautiful process because you're not under the gun every day.

What do you hope that people get from Men of Honor?

One of the reasons why I really wanted to keep the early racism between the two men, even though a lot of people at the studio thought they wanted to bring that racism down a little bit, was that I thought that was a very important part of the story. We don't often see an African-American character as strong and as heroic as Carl Brashear on screen. In the whole movie he wins and he does it in such a subtle way, like in the barracks scene when De Niro tells him that "You're the best" and then breaks his father's radio. As a man, I felt that if someone's going to cross the boundaries and take it to a level of breaking a radio, Cuba's character should reach out and do something to De Niro, because this guy wouldn't take that much. But Carl couldn't make that choice. He couldn't get physical or he would be out of the Navy and lose everything that he stood for. So the next day, what does he do? He shows up and he wins by doing. I really choose my films by my themes and my last two films have had a story with a strong message content. The message that I want everyone to get is that even though people think we're so much different, we're not. No matter what race or color, we all have the same goals and we can accomplish anything we want to.

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