Last Flag Flying: Making of Linklater Male-Driven Saga


Before filming on Last Flag Flying began, Linklater spent a couple of weeks rehearsing in Los Angeles with Carell, Fishburne, Cranston, J. Quinton Johnson, who plays young Lance Corporal Charlie Washington, and Yul Vasquez who plays Colonel Willits. Raised in a tiny town outside of Dallas, Johnson currently stars as James Madison in the blockbuster Broadway musical “Hamilton.” Now just 23 years old, Johnson caught his big break when Linklater cast him in the 2016 college comedy Everybody Wants Some !! .

“What’s so great about Rick is that his process for Last Flag Flying didn’t really change from the way he worked with the guys before we started shooting Everybody Wants Some !! ,” says Johnson, who researched his role by spending time in Austin with an ex-Marine who served in Iraq. “I remember the first day of rehearsal, I got off the plane at LAX, didn’t even go to a hotel and bam! There they were: Bryan, Steve and Laurence with Rick and a reader, holed up in this little black-box theater figuring out scenes. From that very first day it felt intimate. These guys, masters of their craft, made me feel at ease, like we were just storytellers trying to find the best story.”

Carell appreciated the opportunity to rehearse prior to production. “I haven’t been able to do that in a long, long time,” he says. “It was fun to sit down with Richard and Laurence and Bryan and the other members of the cast and actually go through the script.”

Director and cast collectively teased out the key story points, with Linklater facilitating rather than micromanaging each actor’s performance, according to Cranston. “Rick’s a very laid-back dude,” Cranston says. “He doesn’t raise his voice. It’s more like he’ll come in and say, ‘Do we want to say this or do we think it’s stronger to say that?’ Actors who need specific hands-on take-by-take direction — ‘Here’s where I need you to make your changes’ — Rick’s not that guy. He hires the actors he feels will take on that character, make it their own, come onto the set and present it in the strongest possible way. Rick made adjustments during the rehearsal period so that once we started production, it was basically ‘Let’s take that ship and sail.’”

The rehearsal period also served as an opportunity for the lead actors and Linklater to become acquainted with one another. “It was great just to hang out and get to know each other,” the director says. “The rehearsal wasn’t so much acting exercises as it was reading over the script, asking questions, defining the past for these characters. All these guys are super intelligent and they really wanted to dial into the reality for each of their characters, so that’s what we did. I also did a lot of rewriting during that period based on what the actors were coming up with.”


The 32-day shoot began in the fall of 2016 when cast and crew assembled at the production’s base of operations in Pittsburgh. Pennsylvania’s versatile geography served as stand-in locations for Virginia, Delaware, Massachusetts and New Hampshire. “We shot in New York City and a few other places, but for the most part we were based out of Pittsburgh as a jumping-off point for the Northeast,” says Linklater, who spent one long day at the end of production filming Carell, Fishburne and Cranston in and around Manhattan’s Penn Station. “The people of Pittsburgh received us with open arms. They’re highly skilled and extremely nice, so the crew blended right in with our group and made us feel at home. That was my big takeaway from shooting in Pennsylvania.”

Linklater and producer Ginger Sledge enlisted longtime collaborators including cinematographer Shane Kelly, costume designer Carrie Perkins and production designer Bruce Curtis. “Bringing in key department heads who’ve worked with me numerous times made everything much more efficient on the communication front because we really speak each other’s language,” Linklater explains. “Plus, I felt like I’d already shot this movie many times in my head over the years.”

Last Flag Flying’ s second act takes place largely on trains as the three Vietnam vets, along with Corporal Washington, escort Larry Jr.’s casket north from Delaware to New Hampshire. Sledge contacted Amtrak officials six months before production began to coordinate train locations. “I’m an avid Amtrak rider myself so I know the trains really well,” Sledge says. “It was exciting to make a movie with a lot of train scenes.

The Amtrak representative who handled film, commercials and TV for 35 years retired, and a new person came in so it took a while to get all of our plans in place. But in the end, they came through with pretty much everything we asked for.”

Kelly, who filmed Linklater’s acclaimed Boyhood on 35 millimeter film stock, switched to Panasonic’s VariCam video rig for
Last Flag Flying . “It’s a wonderful camera,” says Kelly. “It made my life easier because of the tight schedule and modest budget. Sometimes we had big night exteriors so I had to ramp up the ISO settings to capture the low light. The VariCam handles that so well. It’s also great for skin tones and mixed color temperatures. I did a lot of that in this movie, especially with city streets, where you have a lot of mixed light. I wanted to embrace that.”

In contrast to his previous collaboration with Linklater, the brightly hued Everybody Wants Some!! , the somber tone of Last Flag Flying offered Kelly a bracing change of pace. “It really allowed me to go dark and push myself into different areas that I haven’t had the chance to explore,” says the cinematographer.

Linklater modeled the visual aesthetic for Last Flag Flying in part on some of his favorite character-driven films of the 1970s. “It was kind of fun to mirror that look of those grungy ‘70s movies since our characters lived through that period,” he says. “It was one more thing on the palette.”

The film’s emotional atmosphere is also reflected in its look, including the nearly constant bleakness of the weather. “This movie has a certain texture, not just photographically, but the overall feel including the production design has this wintry vibe, with the rain, and the December-ness of this story,” Linklater explains. “If the sun came out, we’d go inside. Most films are the other way: ‘Oh it’s raining, it’s cloudy, let’s go to a covered set.’ We were just the opposite, ‘Oh it’s sunny, we’ve got to go inside.’”

The production itself proved to be a relaxed, collegial group effort. “On set, Linklater gives not only the actors but the entire crew the freedom to do their thing,” Fishburne recalls. “We’d gather in Richard’s trailer every morning for 20 minutes or so and talk about the day’s big scenes, read through the script and express our ideas. Richard talked to Shane about the shot. He talked to us about the emotional content of the scene, but didn’t really belabor it. He’s confident in his own ability and has the same kind of confidence in everybody else’s ability, which is really a nice way to work. It was like preparing a great meal where you collect the freshest ingredients you can get on the day, and then you go in the kitchen and have a good time.”


One of the most memorable sequences in
Last Flag Flying was shot at a Pennsylvania airport hangar reconfigured by production designer Curtis to double as Dover Air Force Base. As dramatized in the film, the Delaware facility receives caskets of dead soldiers shipped from overseas and arranges transportation to Arlington Cemetery or other burial sites.

Filming at the hangar began on November 9. “It was the day after the presidential election, and I’ll never forget it,” says Linklater. “I walked into that set with Bruce and looked at five flag-draped coffins, and this huge American flag on the wall. When I saw all those flags, I really sensed the depth of that scene and the tragedy and the feeling of having soldiers in boxes being shipped home to their families. There were moments like that throughout the shoot where you understand the tragic underpinnings of war in general and the specifics of this movie — it just hits you constantly.”

Cranston also remembers the four-day shoot on the Dover AFB stand-in set, which extended through Veterans Day 2016. “The first time we saw five or six caskets draped in American flags, lying in state, everybody got quiet,” Cranston recalls. “Even though we knew there was nobody in those caskets, you’re acting and projecting so it becomes real to you that there’s a human being lying in each one of these caskets. They served their country and died doing so. Filming this scene on Veterans Day really embellished the whole experience and forced us all to ask ourselves, ‘What does this mean to me?’”

Fishburne was also moved by the sequence in which Colonel Willits, played by Yul Vazquez ( The Infiltrator ), fails to dissuade Doc from opening the casket to look at his son’s mangled body. “It was humbling,” he says. “You realize the huge debt we owe to all the men and women who serve in the armed forces, fight in all these different conflicts and then, if all goes well, come home. Maybe they’re intact or maybe they come home a bit broken. We really owe them a great deal of gratitude, respect and honor. I think that’s the big takeaway, and I hope we honor their sacrifice in the way we tell this story.”


After principal photography wrapped in late 2016, Linklater worked with editor Sandra Adair to shape the final cut. “The performances are an embarrassment of riches so the challenge really had to do with trying to get the film down to a manageable length,” Adair says. “There was so much material to go through, I tried to be very meticulous about pulling out the gold from every single take.”

Adair, who has worked on all of Linklater’s movies dating back to
Dazed and Confused , has developed strong instincts about what the director looks for in a performance. “Rick’s particularly attuned to the words and the way he visualized the characters, so that’s the thing I really pay attention to,” says the editor. “He’s looking for nuances that other people probably wouldn’t pick up on. Once I can see all the takes back to back, I can usually home in on the nuance he’s going for. It’s usually the last take, because once he hears what he wants to hear, he moves on. But sometimes the last take doesn’t work with the thing that comes before it or the thing that comes after it. You just have to find the right juxtaposition between one person’s performance and the next person’s performance to make them all feel like they’re happening in the same moment.”

To score
Last Flag Flying , Linklater turned to his frequent collaborator Graham Reynolds. The Austinbased composer created a set of Americana-flavored cues in keeping with the film’s subtle shifts in mood. “Figuring out the exact music palette is always a delicate thing,” says Reynolds, who previously provided music for Linklater’s Before Midnight , Bernie and A Scanner Darkly . “For Last Flag Flying , it’s a relatively simple palette. It’s not so much manipulating the audience into some emotion that’s not there. It’s more about supporting the emotion that’s already in the scene and heightening it just a little bit. First and foremost I wanted to find a role for music in the film without messing up the amazing chemistry this cast already has.”

After Linklater showed him a rough cut, Reynolds devised a few basic themes. “There’s a road trip theme, because the film includes that element of a fun buddy movie. But there’s also this weight and heaviness, so we have music dealing with the dead son, whose coffin keeps appearing. And there’s also this intimate friendship theme. Here and there, we layer these themes on top of each other.”

To further emphasize the story’s elegiac undertones through music, Linklater invoked the sensibilities of American master Bob Dylan. “I told Graham a few times, ‘Let’s just think, if Dylan was scoring this, what would he do?’” Linklater recalls. “Dylan kind of hovered all over this movie. His music bridges the two wars, Vietnam and Iraq. He’s older than the guys in our movie, but not by that much.”

Linklater used the Dylan track “Not Dark Yet” to play over the closing credits. “It’s really the perfect sentiment and getting that song was a big coup,” he says. In another nod to rootsy Americana, Last Flag Flying features a performance by The Band’s Levon Helm as Doc oversees the burial of his son. In the climactic sequence, Helm can be heard singing “Wide River to Cross.” “My editor Sandy Adair actually suggested that track,” Linklater says. “Levon delivers such a yearning vocal I realized this was the way to go.”


Stepping back from his role as the grieving father who drives the narrative in Last Flag Flying , Carell takes particular note of the film’s lighter moments. “When you hear the setup for Last Flag Flying , it sounds pretty dark, but there’s a lot of funny stuff as well,” Carell says. “Richard takes great pains to not beat people over the head with the moral of the story. He has a light touch and everybody just wanted the behavior to feel right and honest. That’s the kind of truth-telling we were going for.”

That juxtaposition of humor and tragedy is something Linklater has touched on in previous films. “It’s kind of my worldview anyway,” he says. “I see life as a dark comedy where it’s kind of sad, but with humor on top of it. On the most basic level, I love these characters so much, I just wanted to see them come to life through this ensemble.”

An exploration of friendship forged in wartime and tempered by the passage of time, Last Flag Flying , like many of the director’s films, challenges audiences to draw their own conclusions. “I personally have things to say about war, which I could be very didactic about, but I felt like this movie wasn’t the place for that,” Linklater says. “I hope people react to this movie on a lot of different levels because there are a lot of things to process: a nation going to war, the notions of sacrifice and what that means for our culture and our world. I feel comfortable dealing with all of that on a human scale. I think whenever you can get people thinking about these issues, it’s worth doing a film like Last Flag Flying .”




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