By Jerry Roberts

Director Jon Avnet (right) with Hank Azaria photo by Helene Waldner

With at least 400,000 of the city's Jews dead or sent by the Nazis to the death camps at Treblinka and Auschwitz, the approximately 60,000 Jews left in the ghetto to starve to death, banded together and held out against the heavily armed Germans for several months, repulsing armored 'invasions.'

"On one hand, this is the most personal film I've done," says Avnet, the director of such films as Up Close and Personal and Fried Green Tomatoes. "But at the same time this film is the one from which I'm most detached. I adopted that apparent dichotomy maybe just to survive."

His cue came from the story he has lived with since 1994. The resourcefulness of the remaining Jews in Warsaw to fight back in the face of incredible cruelty, inhumanity and overpowering might, came from the survival instinct. As Avnet's two-part miniseries, which airs on NBC in November and be released on DVD in December, illustrates, the uprising wasn't feasible or practical in any way. It had no chance for success. But success wasn't the point. In the face of certain death, the resistance fighters chose to die with honor rather than live their remaining days without it.

"This was the greatest example of resistance to the Holocaust," Avnet said in an interview during post-production supervision of the miniseries at Warner Hollywood Studios. "It seemed that few people were aware of it. I met some of the survivors and leading experts throughout the world. I really felt that I wanted the story told. I really felt I was the best person to tell this story. I felt very strongly about it and understood enough to try and create it on film.

"I've been involved in 50 movies, and know a lot, but I didn't spend all these years on this thing to come up with something I wasn't pleased with. I was hoping to make a great film, or at least tell a great story, honestly, one that has the capacity to move people or change the way they see things."

The miniseries, which Avnet co-wrote with his friend, director Paul Brickman, stars Hank Azaria and David Schwimmer as leaders of the revolt, Donald Sutherland as the unfortunate rabbi negotiating the disposition of the Jews with the Nazis, Jon Voight as the commanding German officer, as well as Leelee Sobieski, Cary Elwes, Radha Mitchell, Stephen Moyer and Sadie Frost.

Avnet's film began by being presented another book on the subject. "Rich Frank was at Disney and he offered me a book to direct -- Mila 18 by Leon Uris," Avnet recalled. "I read the book, liked it, went looking for a writer and found that Paul Brickman was interested in the subject matter. So we started our research, reading the actual stories of the real people, the real events. Over a period of time we found that those were more interesting to both of us, much more so than trying to dramatize Uris' book, which had been written in the late 1950s and didn't have as much information as we had 35 years later.

"We took a different approach in 1994. It became sort of a passion of mine. As I started to learn more and more, I couldn't believe that no one had told the story, either by doing Uris' book or the factual story."

Brickman, whose most notable previous collaboration with Avnet was on Risky Business in 1983 -- Avnet produced that film with Steve Tisch and Brickman wrote and directed it -- wove the narrative together.

"Paul's a great writer and a good friend," Avnet said. "Even though we share credit, I think what's best in the movie is what he wrote. I was very knowledgeable about the time period, so I put my own touches on it that way."

For instance, the relationship between Voight's General Stroop and a Nazi propaganda filmmaker, Elwes' Fritz Hippler, who filmed much of the existing footage of the '43 ghetto, interested Avnet to a great degree. "Paul structured it, found the intersections, the characters," Avnet explained. "The real brilliance is what he did.

"Plus, Paul's funny and biting. I thought that was important -- to find as much humor as possible in the story, because it's such a tough story. The black humor was what the fighters used to survive."

Avnet said that he and Brickman spent a good deal of time developing the screenplay. "Tons of drafts were done. This was a tremendous amount of work. It took forever just to get the information. Then when you begin to understand certain things, other questions came up. For instance, the rabbi's information came from his diaries. Then you had to figure out where that worked in relation to Mordecai and Zuckerman (Azaria and Schwimmer), and that was tricky. It was an endless process. One of the great sources was this interview with General Stroop which I didn't read until a year and a half ago. I was mostly working off of Stroop's official report.

"We winnowed the script from thousands and thousands of pages -- books, diaries, essays, periodicals, analyses -- then were tutored by the living experts on this subject."

Avnet also pointed to a cinematic education on the history and nature of the Polish situation during and after the Holocaust -- Steven Spielberg's Academy Award-winning best picture, Schindler's List (1993). That film remained fresh in Avnet's mind and he was also aware of the great Polish filmmaker Andrzej Wajda's internationally famous antiwar trilogy -- A Generation, Kanal and Ashes and Diamonds -- all of which bitterly underscored Poland's unwanted martyrdom, the chaotic and unheroic aspects of battle, and the destruction left behind.

"I wish I had some of the rubble he had for Kanal," Avnet said. "He had real rubble. He was shooting in the ruins of Warsaw. The Germans just leveled the whole place. That opening shot in Kanal is a stunning one. It holds up today. But he never attempted to do the uprising. No one did. When I was looking at Kanal, I saw the sewers and I said, 'I hope we light them differently.'

"I wanted to make them look darker. I went down to see what the actual light sources were. We shot in there using two little flashlights and a mirror. Quite a different way of lighting it. It looks amazing. In the sewers, a lot of what you didn't see was just as important as what you did see."

Avnet said that his cinematographer, Denis Lenoir, turned out to be a catch-on-the-fly catch, just the kind of shooter he was looking for to give the production some of its danger and documentary look. Frenchman Lenoir had shot Daddy Nostalgia for director Bertrand Tavernier, Monsieur Hire for Patrice Leconte and Carrington for Christopher Hampton.

"A lot of the staging of the action -- the way it was shot -- is all hand-held," Avnet said. "Most people who have seen the movie, don't realize that it's hand-held. That reality and element of danger, that's what I was looking for. Spontaneity comes in terms of how stuff is staged. For instance, there's a moment when the fighters realize they're surrounded before one of the battles. I spent two weeks in rehearsals at the Jewish fighting organization's headquarters, and we had done improvs there, and we all knew who was where.

"They knew where they were and how they related to one another -- all from the rehearsal period, which was an amazing experience. I gave them rough areas and said, 'Go.' I shot two or three takes in that documentary style and what you see up there -- I don't think you could stage it that well. Not that it's perfect, but it's so real. I never wanted it perfect. Perfection is a kind of a curse. It would have sterilized things.

"One of the things Lenoir and I talked about was that the camera was discovering what was going on. And the camera was the audience. So, if the camera had to look, it looked. It gave you that edgy feeling and it makes the watching of the movie more visceral. You're on the edge of your seat a little more."

Lenoir's hand-held abilities were combined with what Avnet called a willingness to use 'adventurous lighting' due to the demands of a TV schedule.

Leelee Sobieski as Tosia Altman photo by Alexander Tuma

"Some of the shots were amazing," Avnet said. "Where they descend down Mila 18 (a multi-story building with labyrinthine passageways), that's a vertical dolly. He sits on a chair and he gets off the chair, goes 180 that way, 180 back. We had multiple-multiple cameras, and I wanted to be ballsy with the lighting. I said, 'Don't prettify it.' A lot of cameramen shy away from that, or they don't take the director seriously. Denis really went for it."

Language was one of the director's main concerns. The actors, mostly American, had to sound European -- but not as European as the voices on the main ghetto set at Bratislava, on the banks of the Danube River in the Slovak Republic. Avnet's crew alone included 27 nationalities. "People were always translating," Avnet said. "Communication is just very difficult under those circumstances."

Avnet said he feels he's been successful in his films because he is deliberately slow in the casting process. "It's one area in which I have a lot of confidence," he said. "I feel that for the movies that I've done, I've picked some great actors. I've worked with Jessica Tandy, Kathy Bates, Colleen Dewhurst, but I've also discovered a lot of people along the road, whether it was Tom Cruise or Elizabeth Shue, Chris O'Donnell, just a lot of great actors.

"Because of my feature background, I was used to having the pick of anyone I wanted. But when this became a mini-series, well, the pay scales are a little different. So, I needed people who were really devoted, who were willing to work for a small fee in Eastern Europe under far from ideal conditions. The deck was pretty stacked against the project. What I did was cast one at a time. Leelee was one of the first people I met on the project, way back when, and I thought this would be perfect for her. Hank Azaria I tried to hire on the Robert Redford project, Up Close and Personal, but he got offered The Birdcage. He's a gifted, gifted comic actor, and I thought the performance he gives in Uprising is brilliant.

"I think he would be a serious contender for recognition in any medium for the performance he gave. I believed in him as a dramatic actor, and also his character, Mordecai, has some wit. I knew Hank could do that stuff in a second. When he says, 'I often ask myself the following question,' as he's beating the shit out of the Jewish policeman, 'In an immoral world, what is a moral man to do?' That's not a Clint Eastwood line. It comes from a guy who's a thinker. To even pull it off and have a twist to it -- that was so easy for him. He was also able to create a relationship with Schwimmer, and be a leader. When he acts out that speech down inside Mila 18 -- 'The spirit of our deaths...' -- that's a 720-degree Steadycam shot that then, stops, reverses and goes 360 degrees the other way during the most dramatic moment in the movie, and he's performing while we're wandering around amid 200 people, smoke and dust and five-foot ceilings. It's difficult enough to perform, but he said it was easier for him because he could see the people. It was an amazing performance. From our audition years ago, I knew he could do this and I was so happy that he was interested.

Jon Voight as Gen. Stroop. photo by Helene Waldner

"Jon Voight was a dream and a pleasure. I'd always been such a big admirer of his. He was a little reluctant at first, but I said to him, 'Trust me.' I'm not the author of the line, but there's a line in Risky Business that goes, 'If there's any logic to our language, trust would be a four-letter word.' I just knew he could be amazing as Stroop. I was interested in the nuances. I don't understand how these Germans could kill so many people, but I do understand that he loved wine, he felt a great deal of pressure to put down the uprising -- things that interested me that I didn't think were necessarily things we had seen before."

Avnet called Sutherland "quite a brilliant man." His lead rabbi in the miniseries translated, according to Avnet, to "He is us. He is the guy who would most try to mitigate the evil, as opposed to help. It was either live with honor or die with honor. He was us. That's what I wanted to get across. Historically, he has not been looked upon like that by the scholars, and I think his portrayal in that way is an important contribution of film."

The mission of the actors playing Jews was to coalesce into a community that the audience could care about. "I was also trying to make you feel as if you were there," Avnet said. "I wanted the people to seduce you into the truth, which was that they weren't soldiers. It wasn't like they were training or knew how to kill. They didn't have weapons. When they had them, they were dinky compared to the tanks and howitzers. I always felt that if you could really relate to people, then took them into battle, it would be an overwhelmingly powerful experience.

"Death becomes something then, as opposed to what happens in a lot of movies for me. I'm kind of inured to the violence, and nothing feels real. I'm kind of estranged. I tried to do just the opposite.

"I had two weeks of rehearsal in Bratislava, and I cheated. I worked earlier with the actors when I could. It was the most complex and difficult scheduling and a terrifying experience that turned around to be the most amazing experience of my life in terms of working with actors. I had a lot of practical things that I wanted to deal with -- voice. I was also very concerned that they had developed relationships with one another, like in a novel, where they knew what happened before the movie started, and the stuff that's intangible in terms of staging and interaction.

"There was, factually, so much they had to learn. A lot of them weren't Jewish. They had to speak Hebrew, sing songs, they had to learn about the time and place. It was very daunting. But these actors just rose to the occasion. My focus was on listening. I'd have them work not on their parts, but on other parts, in a communal fashion, in which it was their job to give other actors the lines. I'd have them memorize a speech overnight. It's the other actor's job to cue a line when he loses a word, not his.

A scene from Uprising

The international cooperation necessary to bring the show off was also a little like the war. Some of the allies here were Benjamin Fernandez, the Spanish production designer, who worked with an Italian construction coordinator and Ukranian and Slovakian construction crews, the French cinematographer, British stunt coordinator, Polish and Hungarian extras...

Coherence, unity and power in the action sequences were a must. "What I was looking for were tie-in shots, which are gold when you're shooting action or any kind of large spectacle," Avnet recalled. "Where Mordecai was up in lookout No. 1, it jutted out, so I could see the Germans marching in, and I can see him shooting people, and I can see people on fire, and I would shoot three or four cameras and you had tremendous tie-in shots. From up above the roof the camera on an arm can see hundreds and hundreds of German retreating, machine gun fire, pulling up to the roof to see a guy watching, pulling over here -- all those were tie-in shots.

"It's difficult to have six or 800 extras and your principals in the same shots. So, I was doing it with three or four cameras with the cameras on the principals and tied-in. That's why you see a lot of high shots. And in the beginning, before the razing of the ghetto, they're all up high, four stories."

Avnet says he only used storyboards for some shots that will be altered through computer graphics imaging. He types up what he wants and distributes that information to the actors and crew.

"There were 250 to 300 shots in the three main battles," he said. "I think there were 140 cuts in the first battle when the Germans march into the ghetto. We originally budgeted the film at 126 pages and boarded it, when it was to be a feature. We had 98 days to shoot it. Finally, as a miniseries, we had 173 pages to shoot in 70 days, with 125 speaking parts. Physically, we had underwater stuff, fire and explosions. We built a 300-meter, four-story-high set and built it quickly in the winter in Bratislava. Physically, it was so demanding. We had 30 or 40 stunt guys. We didn't have the budget that Spielberg had on Band of Brothers. This wasn't HBO, where they give you incredible support.

"We had fantastic people. Steve Griffin was our stunt coordinator -- he was one of the stunt guys on Saving Private Ryan. We had grade-A people as crewmembers, but we were against time and money -- a very, very tight schedule. Luckily, the style I was going to shoot the movie in, the hand-held style, worked with that schedule. Otherwise, I couldn't have done it."

Avnet was concerned about being in Eastern Europe. He discovered that they have a different feeling about safety than he did. "I didn't want anybody hurt making a movie," he said. "We knew we were going to go with an English coordinator, Steve Griffin, because we wanted someone experienced and professional. There's one very simple rule of thumb: If there's any real risk of someone getting hurt, don't do it. It's just that simple to me. This movie wasn't going to succeed by how good the stunts were. But I wanted them as good as I could get.

"I let them rehearse as much as they want. If anything is unsafe, anyone has the right to say so. Then, we don't do it. I also made sure that everything was done with my view of safety and not anyone else's view of what was acceptable risk. When we did the fire stunts, I said, 'How long can you do this?' They said, '30 seconds.' I said, 'I want these to last 15 seconds. I do not want to push the envelope on that.' I screamed out loud on my bullhorn, 'One, two, three...' to 15.

"I wanted to make sure not only are people positioned with the fire extinguishers, but also that the stunt man is an experienced stunt man whose done fire stuff before, not a gung-ho Slovakian. There's no room for people getting hurt, especially when you have six or seven people up on a building, jumping off into boxes. We had ambulances galore, but we didn't want to use them. Steve Griffin was very good. Steve Gavigan, the assistant director, was also very experienced doing war stuff.

"We did a lot of rehearsals on the big stuff, where people were being jerked around. When we did the big explosion at the brushmaker's, we did three or four passes, had a very carefully delineated circle where the safety area was."

Avnet's friend, Thomas Newman, who usually scores Avnet's movies, wasn't available this time. But the great Maurice Jarre was. Jarre has scored nearly 100 films, among them, David Lean's Lawrence of Arabia (1962), John Frankenheimer's The Train (1965), Richard Brooks' The Professionals (1966), John Huston's The Man Who Would Be King (1975) and Peter Weir's Dead Poets Society (1989).

"I was a little nervous. It was like a new marriage," Avnet said. "Maurice read the script and said he wanted to do it right away. He was deeply moved by the film. He came to the set. I went three times to his studio in Switzerland and spent three or four days working with him. It was an amazing experience. Then we went to Prague to work with the Czech Philharmonic doing the score. Part of the frightening and exciting thing about making a movie is the process of discovery. Particularly with the music, you feel nowhere until you get that sound that's the direct voice of the movie.

"When we were in Prague, he played this cue -- I said, 'Ooh, that's a pretty good cue' -- this after he had written three pretty damn good themes. I said, 'Can we orchestrate that -- make it into a full-bore theme?' He said, 'Yeah.' He came back with it orchestrated, played it back, and I went 'There it is.'

"Maurice said to me that this was his last movie, the final score. I had dinner with him one night after we worked from 8 a.m. to 10 p.m. I said, 'Now, Maurice, if I ask you to do another movie with me, are you going to say no?' He looks at me and says, 'I'll do it for you.'"

Avnet's editor, Sabrina Plisco-Morris, worked in Slovakia concurrently with the production. "We worked together first on Fried Green Tomatoes, on which she was co-editor," Avnet said. "I was always impressed with her storytelling judgment. I found myself wanting to listen to what she had to say as opposed to having to make an effort to listen. It was a big film. She had to be in Slovakia while we were shooting because I edit during production, which is not easy when you're processing at Barandorf Studios in Prague, and some of the dailies come back and you ask, 'What film is this that they're developing?' Sabrina's very even-keeled and very hard working.

Director Jon Avnet with Cary Elwes photo by Helene Waldner

Avnet summed up his approach to moviemaking. "My goal is to shoot a movie from within. That's a slightly ambiguous expression, but it means to sort of feel it out. I spent a lot of time working at Sundance in the Directors Lab there. And I'm the Chairman of the Board of Directors of the American Film Institute and Chairman of the Advisory Committee for the Center of Film Studies there. I'm around a lot of young filmmakers, and I'm asked a lot of questions.

"Usually it takes me awhile to know how I'm going to shoot a film. But this one came early to me: Just capture it. Just be there in the moment. That dictated a tremendous amount of what I did and how I would approach stuff. There were a lot of films that I looked at that I didn't care for, that dealt with similar subject matter. I tried to avoid their mistakes. Paul and I in the writing and in the making of the film, we strived to avoid the familiar as much as possible.

"The subject was resistance. And no one had really done a big movie about resistance. We thought these young kids fighting was a great story, possibly a commercial story. We had to give the audience enough context so that they understood what the nature of resistance was, how difficult it was, and to make it credible. All that came into: How does the camera capture this behavior? What is it doing? What is it telling you? How do you feel seeing these acts?

"We did the best we could do."

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