MEN OF HONOR is based on the true life story of Carl Brashear, the first African-American Navy Diver. The film chronicles Brashear's perseverance against seemingly insurmountable obstacles. The setting of his journey is the little known and dangerous world of deep-sea diving in the U.S. Navy of the 1950s and 60s. As a diver, Brashear's universe was 300 feet underwater, where he breathed a mixture of gasses, connected to the surface by a fragile hose.

It is a story that immediately attracted the actor who would go on to play Brashear. "I'm more proud of this film than any I've ever made," says cuba Gooding Jr. "You don't have to get too theatrical about Carl Brashear's life to present a great story; it's compelling just as it is."

Gooding's co-star, Robert De Niro, shares Gooding's enthusiasm about Brashear and his fellow Navy Divers. "The description 'salvage mate' doesn't do these divers justice," notes De Niro. "This is a very specialized skill. Even today these divers risk their lives working at sites of downed aircraft, like Egypt Air and John Kennedy, Jr.'s plane, salvaging what they can."

Though appreciative of the actors' and filmmakers' praise, and proud of what he has achieved, Carl Brashear is humble. "I never referred to myself as a hero," he says. "I had a job to do and a goal to reach."

Brashear's achievements and indefatigable spirit clearly impressed director George Tillman. "When I read the script and then met Carl Brashear, I related very strongly to his experience," says Tillman, whose last film was the acclaimed drama Soul Food (1997) "Carl comes from a solid loving family, but he had goals outside their lives. Determined to succeed against all odds, he stayed focused, overcame setbacks, and even lost track of those supporting him because of this tenacious tunnel vision.

"I realized," Tillman continues, "that some of these aspects related to my path as a filmmaker. And I believe audiences will find a part of themselves in Carl - the best part of themselves - perhaps the part they haven't used lately."

Producer Robert Teitel, who also collaborated with Tillman on Soul Food (1997) recalls, "We read the script in March, 1997 when we were editing 'Soul Food,' and fell in love with it instantly. When we went to Virginia in November and met Carl, that was it. He is an inspiration, so we wanted to do the story justice."

The project began in 1994 under the aegis of executive producers Bill Cosby and Stanley Robertson, who interviewed writers about their takes on Brashear's story. "Bill and Stanley heard pitches on doing Carl's story as everything from a gangster picture to a musical," recalls screenwriter Scott Marshall Smith. "I saw it more as a classic drama of the '50s. My job was to elevate to the level of drama that was already evident in Carl's life."

While writing the script, Smith worked closely with Brashear to make sure that the writer captured Brashear's incredible spirit and story. While much of his screenplay is based on true incidents in Brashear's life, Smith did invent the character of Billy Sunday, whom he calls "a memorable opponent" representing a composite of various Navy men whom Brashear met during his career.

"This isn't a connect-the-dots biography," says Smith. "I follow Carl's life and career, but my goal was to be true to his spirit, not his shirt size. Everyone wanted the script to resonate as much as possible, so as a dramatist I sometimes took it up a level."

With Smith's screenplay in place, the filmmakers began the casting process, which yielded the results they had hoped for from the beginning. Says Tillman, "Cuba Gooding brings his entire range of talent to the role. His tremendous instincts, his joyful personality, his essential goodness, and his vulnerability all contribute to creating a leading character that compels our attention."

To Tillman and Teitel, Robert De Niro is Billy Sunday. The filmmakers were dogged in their pursuit of the actor, as legendary in his own right as the character they wanted him to play.

"Robert De Niro, of course, has a tremendous body of work," says Tillman, "which could have been intimidating but instead made me feel comfortable as a director. I respect that he always wants to try something different, something new. Billy Sunday has the dynamic of being a racist but he has other dynamics, too. De Niro adds great dimension to what is already on the page."

Sunday's wife, Gwen, is played by Charlize Theron. Scott Marshall Smith sees Theron as the perfect wife to Billy Sunday, describing her as "a tough but vulnerable bombshell." Smith continues, "Gwen married Billy because his notoriety and rebelliousness made him irresistible. Her mistake was marrying him at the height of his career and hanging on as he spiraled downward. She must find the maturity to handle their many crises."

Charlize Theron was intrigued by Gwen's inner strength, which develops through the course of the story. "It's wonderful to play a character who is that resilient," she notes. "Many characters in this movie have something they have to make peace with. For Sunday, it's that he can no longer be what he wanted to be - a Navy Diver. And for Gwen, that means coming to realize that this is her life; this is the man she loves. She's not going to go to Hollywood and be a movie star. She'll never even get across that river from New Jersey to Manhattan."

Carl and Jo Brashear are another couple depicted in the film. Jo is played by newcomer Aunjanue Ellis, who has appeared in George C. Wolfe's "The Tempest" on Broadway as well as in independent films. Like Sunday and Gwen, Carl and Jo have their problems, as Carl's duties frequently take him away from their home.

For Ellis, the role of the patient wife was not unfamiliar. "I had cousins and uncles who served in the military, and I heard first-hand how harrowing and scary it can be for the woman-in-waiting. It's definitely a job of perseverance."

Cuba Gooding Jr.. took special note of the film's portrayal of families. "I've been really blessed in my career to have played roles that have shed a positive light on African-American images," he explains. "In MEN OF HONOR, I appreciated the chance to portray a man from such a solid family. When Carl marries Jo, they struggle to hold their family unit together, while he strives to be a Navy Diver, and she a doctor. It was another factor that attracted me to a script that has action, romance, entertainment, inspiration and history."

Brashear also finds a family, however dysfunctional at times, in the Navy. Mister Pappy, Commanding Officer of the Navy Dive School, was perhaps the most unusual member of this naval "clan.' Mister Pappy, portrayed by Hal Holbrook, is a specter, a ghost-like character who psychologically terrorizes the trainees from his watchtower above the base.

Michael Rapaport (Small Time Crooks (2000)), Joshua Leonard (Blair Witch Project, The (1999)), and Holt McCallany (Fight Club (1999)) play trainees who have all volunteered for dive school, each with reasons of his own to enter this exclusive club of Navy Divers. Rapaport's Snowhill is a sailor so scared he almost drowns rather than challenge Billy Sunday; yet Snowhill is also brave enough to be the only white sailor to share a barracks with a black sailor in 1952. Isert, played by Leonard, quickly finds that he's over his head in his ambition to be a diver; and McCallany as Rourke is a bully who is threatened by Brashear's diving skills.

Powers Boothe plays Captain Pullman, the first officer to recognize Brashear's grit, which would take the young seaman through the rigors of training, the hardship of studying, the loneliness of student alienation and the dangers of deep-sea salvage diving.

David Keith plays another sympathetic officer, Captain Hartigan, who is at the scene of a horrible accident that cripples Brashear

Production Information

Realizing that the Navy's support was critical to making the picture, the filmmakers submitted the MEN OF HONOR script to the Department of Defense early in pre-production, and Lieutenant Commander Darren Morton, Director of the Navy Office of Information-West, immediately recognized the story's value.

"I thought a film about Carl Brashear would be fascinating," says LCDR Morton. "It's a very inspirational story, one that transcends race. The script has a lot of sensitive scenes, but I was never offended either as a Naval officer or as an African- American. In the end, an ethnic member of the Navy achieved his dream at a time when society at large often failed its minorities."

LCDR Morton endorsed the film to his admiral at the Pentagon, the chief information officer for the Navy. With the latter's support, then went to the Secretary of Defense for his approval. During this process, the filmmakers, along with Carl Brashear, visited the Pentagon to meet with senior navy leadership.

With the cooperation of the Navy secured, the filmmakers began scouting locations. It was not an easy task. "We combed the country for a naval base we could use," explains producer Bill Badalato, who also executive produced the naval-themed Top Gun (1986) Military period films are getting harder to make because, in addition to downsizing the number of installations, there's just not a lot of preservation of landmarks in this country. Since computer-generated imagery really wasn't the answer, we were intent on using a working camp."

The production required a small site on a river in an industrial setting, circa 1952 (but built prior to World War II) to simulate the actual Navy Diver school in Bayonne, New Jersey. The filmmakers scouted rivers on the east and west coasts, as well as Florida, the Great Lakes and Mississippi. Eventually, the production found some industrial sites on the Columbia River in Washington state, unobstructed by modern technology.

The MEN OF HONOR crew also used a stretch of land on the Oregon side, where they built a naval base from scratch, and utilized the industrial background. This area proved to be ideal. "With nearby Portland available for filming interiors in a variety of older buildings, plus a talent pool for extras and additional crew through the Oregon Film Commission, we settled into the Pacific Northwest with almost everything we needed," says producer Robert Teitel

Production designer Leslie Dilley (Deep Impact (1998), Peacemaker, The (1997)) researched and built several structures on the three-acre campus that became the Bayonne Dive School. "We needed several barracks, a classroom building, a mess hall, the guard gate, parade grounds, officer's residence and a 30-foot tower for the eccentric commanding officer's apartment," says Dilley. "The most challenging construction was installing diving piers at the river's edge, because they had to be built rather quickly to abide by environmental safeguards for the seasonal movement of the salmon."

The film's cinematographer, Anthony B. Richmond, ASC/BSC (Walk on the Moon, A (1999)), photographed key scenes involving Brashear and Sunday on this detailed, carefully-crafted principal set. Richmond reinforced the filmmakers' designs for the color palette, which moves from the warm tones of Brashear's youth in Kentucky to the grays and blues of the Navy. The latter's cool tones emphasize the character's loneliness and isolation.

Isolation is a way of life for all divers, as Tillman, Teitel, Gooding and the actors playing the trainees discovered when they made their own dive at the Seattle Divers Institute of Technology. The civilian training facility is run by former Navy diver Bruce Banks, who served as a consultant to the film, along with former USN Commander John Paul Johnston and Petty Officer Richard "Rags" Radecki, a former Master Chief diver who worked closely with Robert De Niro.

Says Tillman, "We all wanted to have the experience - being in the suit, breathing air piped in from a hose, trusting someone with your life. One of the scariest parts is the darkness; water at a certain depth is dark. How they get their work done is amazing."

Indeed, working with the divers made an indelible impression on Teitel, who comments, "These divers, especially the master divers, are like an exclusive club with the naval community. Other guys are in awe of what they do. There's a Top Gun (1986) thing about them."

Gooding also found the diving a formidable challenge. "I never really thought about being claustrophobic until I was at the bottom of that river," states the actor. "Wearing those suits was like putting a bowl over your head - you could only see so far; everything else is black or dark green. You really get a sense of being confined."

But the training paid off. "By the time we filmed the underwater scenes at the end of the schedule," Gooding remembers, "I had been in the suit so many times that I became used to the 200 pounds of weight, the awkwardness, and the feeling of enclosure. I could pretty much just let go and have a good time with it."

Gooding also had to adapt to special prosthetics, created by effects producer Susan Zwerman (Alien: Resurrection (1997) (Broken Arrow (1996)). Zwerman developed seven prosthetics for sequences depicting an accident that almost tore off the character's leg, the limb's deterioration, and Brashear's elective amputation and eventual rehabilitation.

Carl Brashear himself was on hand to advise the effects team and Gooding, who closely studied his movements. "At first, to represent Carl's injury," Gooding explains, "I thought I should tend to one leg because of his prosthesis. But even with the prosthesis, Carl doesn't tend to one leg; he has a proud and regal bearing."

Following his accident, Brashear had to prove that even without the full use of both legs, he could still perform his duties as a diver and not jeopardize the safety of his team. Performing strenuous salvage work and operating deftly within the elaborate, massive diving gear provided one of his greatest challenges. The regulation Mark 5 suit weighs 190 pounds; the modified Mark 5, equipped with helium for lower depths, came in at 290 pounds.

The sequence depicting the accident was filmed in Long Beach, California, on the deck of the Navy ship USS Navaho. The Navaho stood in for the actual ship on which Brashear had served, USS Hoist, since the cost of refurbishing the now decommissioned Hoist was prohibitive The Navy helped supply the set dressing to authenticate the period look.

The company then moved to a Long Beach airplane hangar, where they constructed a 270,000 gallon tank, measuring 16 feet high and 50 feet across. For three weeks, Oscar-winning underwater cinematographer Pete Romano (Abyss, The (1989) Saving Private Ryan (1998)) shot the training exercises scenes, and Brashear's underwater retrieval of a nuclear warhead.

Carl Brashear was on hand throughout most of the production, re-living many of the events that helped shape a life and career marked by courage, perseverance and honor. Watching the filming was an emotional and unforgettable experience for the now- retired seaman, who sees his life - and the film based upon it - as having important, if basic messages. "It's not a sin to get knocked down," Brashear points out. "It's a sin to stay down. And if you dream big and work towards those dreams with all your might, you'll be successful."