Warner Bros. (US), 2000

The Replacements - Production Notes

Photos by Ron Philips

It’s late in the season; the playoffs are fast approaching; and the Washington Sentinels have just gone on strike. Scrambling for a solution, the Sentinels’ owner Edward O’Neil (JACK WARDEN) hatches a plan to bring in legendary coach Jimmy McGinty (GENE HACKMAN) to recruit a team of replacement players in exactly one week.

For fans and owners alike, the strike is a disaster. But for Shane Falco (KEANU REEVES) and a mismatched crew of outsiders, it is the second chance they’ve waited their whole lives for.

Though Shane now works scraping boats in the harbor, McGinty sees in him a quality the pro guys lack — he plays not for the money, but for his genuine love of the game.

Also recruited to play are butter-fingered sprinter Clifford Franklin (ORLANDO JONES); over-zealous L.A. cop Daniel Bateman (JON FAVREAU); Welsh star kicker and chain-smoker Nigel "the Leg" Gruff (RHYS IFANS); Earl Wilkinson (MICHAEL JACE), who is already a guest of the state of Maryland … in their penitentiary; born-again Christian Walter Cochran (TROY WINBUSH); music industry bodyguards Andre and Jamal Jackson (MICHAEL "BEAR" TALIFERRO and FAIZON LOVE); young, talented and deaf player Brian Murphy (DAVID DENMAN); and Jumbo Fumiko (ACE YONAMINE), a huge Japanese sumo wrestler and the new team’s secret weapon.

These underdogs are not exactly pro football’s finest. But their passionate love for the game and trust in each other will bring something back to football that it has missed for a long time — heart.

Warner Bros. Pictures presents, in association with Bel-Air Entertainment, "The Replacements," a comedy starring two of America's most acclaimed and popular stars, Keanu Reeves ("The Matrix," "Speed") and two-time Academy Award winner Gene Hackman (Best Supporting Actor for "Unforgiven" and Best Actor for "The French Connection"). The film also stars Orlando Jones ("Liberty Heights," "Mad TV") as Clifford Franklin; BROOKE LANGTON ("Melrose Place") as head cheerleader Annabelle Farrell; Jon Favreau ("Swingers," TV's "Marciano") as Daniel Bateman; Rhys Ifans ("Notting Hill") as Nigel "The Leg" Gruff; BRETT CULLEN ("Apollo 13," "Courage Under Fire") as the Sentinels’ regular quarterback Eddie Martel; and Jack Warden (whose remarkable career spans from "From Here to Eternity" to "Bulworth") as millionaire Sentinels owner Edward O'Neil.

Rounding out the Sentinels team are Michael Jace (title role of television's "Michael Jordan: An American Hero") as Earl Wilkinson; Troy Winbush ("The Port Chicago Mutiny") as Walter Cochran; Michael "Bear" Taliferro ("Armageddon") and Faizon Love ("Friday") as Andre and Jamal Jackson; David Denman (TV's "The 60s") as Brian Murphy; and Ace Yonamine as Jumbo Fumiko.

Other cast members of "The Replacements" include motion picture veteran GAILARD SARTAIN ("Fried Green Tomatoes," "Mississippi Burning"), ART LaFLEUR ("Escape From Alcatraz," "Field of Dreams"), and legendary football commentators JOHN MADDEN and PAT SUMMERALL as themselves, calling the games depicted in the film.

"The Replacements" is directed by HOWARD DEUTCH ("Pretty in Pink," "Grumpier Old Men") written by VINCE McKEWIN ("Fly Away Home") and produced by DYLAN SELLERS ("Out to Sea," "Passenger 57"). The executive producers are STEVEN REUTHER ("Face/Off," "The Client"), JEFFREY CHERNOV ("10 Things I Hate About You") and ERWIN STOFF ("The Matrix," "Austin Powers: The Spy Who Shagged Me").

The filmmakers have assembled a top team of behind-the-scenes artists for "The Replacements," including distinguished director of photography TAK FUJIMOTO ("The Sixth Sense," "Philadelphia"), production designer DAN BISHOP ("Lone Star," "The Odd Couple II") and film editors BUD SMITH (Academy Award nominee for "The Exorcist" and "Flashdance") and SETH FLAUM ("The Odd Couple II," "Grumpier Old Men"). JOHN DEBNEY ("The Whole Nine Yards") composed the score. The second unit director/stunt and football coordinator/stunt coordinator is ALLAN GRAF, who functioned in the same capacities on "The Program," "Jerry Maguire," "The Waterboy" and "Any Given Sunday."

Football may be the backdrop of "The Replacements," but for the filmmakers and the stars, the attraction was a great deal more than gridiron and pigskin...it was the inherent universality of the themes. "It’s the story of a group of people who don’t really believe in themselves," notes director Howard Deutch, "which a lot of people can relate to in any walk of life....including the movie business."

Producer Dylan Sellers struck upon the idea during a bout of the flu. "I was at home, watching some sports program about the 1987 NFL players strike," he recalls. "Something about the incident rang a bell, especially the fact that so many replacement players wound up excelling on the field. I went out and did a lot of research, and started reading stories about people being recruited from their jobs in convenience stores, factories and gas stations to play professional football. I just thought it would be great material for a movie, both dramatically and comedically.

"Very simply, it’s a classic story," Sellers continues, "like ‘The Dirty Dozen,’ ‘A League of Their Own’ or ‘Slapshot.’ It’s the story of a bunch of ordinary guys who never got their chance at greatness on the field, and for a brief moment of time--because of an extraordinary event--get a second opportunity to grab the brass ring. The movie is really about their characters, relationships and interactions much more than it is about football."

As the project came together, it captured the interest of more than one director, among them Howard Deutch, who had demonstrated, with such films as "Pretty in Pink" and "Grumpier Old Men," a deft hand at combining comedy with character, with a strong infusion of heart. What made him perfect for producer Sellers was the fact that Deutch is not, in fact, a hardcore football fan.

"One of the things that appealed to me about Howie was that he loved the characters and the human side of the movie," Sellers says. "Howie is like most people. He enjoys football; he watches it, but he’s not obsessed with it. He loved the idea of characters from all walks of life getting together for a common purpose, expressed through football, which is what, we hope, makes this movie distinctive and truly funny and touching."

One of the earliest decisions was to detach from the milieu and time period of the 1987 strike. While based on actual events, the film is instead entirely contemporary and fictitious. At the heart of the screenplay, by Vince McKewin, is the imaginary Washington Sentinels in an equally mythical professional football league. "Disengaging from the shackles of reality freed us to use our imaginations both in terms of backdrop and character," says director Howard Deutch. "We didn’t want to be slaves to hard facts, especially for a comedy."

Of crucial importance to the filmmakers was, of course, finding the right actors to assay the key roles of Shane "Footsteps" Falco, the "failed" former quarterback who is given a chance for redemption through the circumstances of the players’ strike; and Coach Jimmy McGinty, a man of tough integrity who is lured out of retirement as a replacement for the Sentinels’ regular coach. It didn’t take Sellers and Deutch very long before they targeted two of America’s most celebrated actors: Keanu Reeves and Gene Hackman.

"Keanu is an actor who is hugely popular because although he’s very attractive, he’s also an Everyman," says Deutch. "This seems to be a quality that’s very difficult for a lot of actors to achieve. No matter how talented, or technically accomplished, there’s still a distance between them and the audience. For me, the centerpiece of this movie is Shane Falco, a man who is having trouble believing in himself and is looking for something to hang on to, a restoration of the sense that he can make some kind of contribution. Although with films like ‘Speed’ and ‘The Matrix’ Keanu projected something of a superhuman figure, he also retained the essential humanity of those characters. In fact, Keanu plays vulnerability with absolute emotional honesty. Keanu is a very honest actor. Audiences can feel the truth and that’s what Keanu is about."

Reeves also possesses an athleticism that perfectly fit the role. "Keanu loved the concept of ‘The Replacements’ and the character of Shane Falco," notes Dylan Sellers. "When we met, it was so clear that having read the script just once, Keanu totally had the character of Shane Falco nailed down. He completely embodied the spirit of Shane. He was funny, self-effacing, yet charismatic enough so that we would believe that the whole team would follow him all the way to the endzone."

Reeves himself was pleased to be offered a different, albeit equally complex, character following the satisfaction (and mammoth success) of his work as Neo in "The Matrix." "‘Matrix’ had a lot of content and relationships, as opposed to just being spectacle, and I felt the same way about ‘The Replacements,’" says Reeves. "As an actor, you want to instill your character with a real life. You have to do your interior work as well as the physical work to fully play these parts."

For the critical role of Coach McGinty, the filmmakers knew they needed an actor who could project both truth and a mythical quality. "I think that Coach McGinty is a mythical coach who was written larger than life," says Deutch. "Gene Hackman can make anyone fully human. He is capable of taking any character and making him grounded, vulnerable, exposed: a human being. For me, Gene is truly the greatest American character actor. He’s created so many indelible characters in the course of his amazing career."

Hackman was immediately drawn to the setting, plot and characters of the story. "I like football, I loved the idea of playing a coach, and I was excited by the idea of working with Keanu," says Hackman. "Most important, Jimmy McGinty was an interesting enough character to make me want to bring him alive. Here’s a man who has fallen on hard times, coaching-wise, and has been given a second chance, like the players.

"It’s also nice to do comedy every once in a while," Hackman continues, "but it’s very difficult. As the great actor Edmund Keane said on his deathbed, ‘Dying is Easy. Comedy is hard.’"

Next up for the filmmaking team--and not an easy task, by any means--was to find the range of actors who could assay the numerous supporting roles of the characters who comprise the rest of the replacements, from the team on the field to cheerleader Annabelle Farrell. Again, the script itself became the greatest motivator for attracting talent. Chosen to portray head cheerleader Annabelle Farrell, Shane Falco’s love interest in the film, was Brooke Langton, whose offbeat beauty and intelligence quickly annihilated the possibility that the role would be in any way stereotypical. "The auditions were extensive for Annabelle," recalls Dylan Sellers, "and when Brooke walked in it was like a thunderclap. Boom! This was Annabelle. She’s smart and sexy and kind of a tomboy, which makes you instantly believe that this character loves football as much as the guys on the field."

Several fresh talents--some better known than others, but all of them bringing with them enthusiasm and commitment--started lining up to play "The Replacements," among them actor/director/writer Jon Favreau, up-and-comer Orlando Jones, stand-up comedian Faizon Love, former pro player Michael "Bear" Taliferro, and increasingly familiar faces Michael Jace, Troy Winbush and David Denman. Ace Yonamine, who studied sumo wrestling for six months in Japan, was earning a living as a plumber and occasional bit player in Honolulu, Hawaii, when the summons came from Hollywood. The character of "wiry" Welsh kicker Nigel Gruff changed completely from paper to screen when Deutch and Sellers decided to call upon the considerable talents of Rhys Ifans.

Although Ifans had watched American football once or twice, the game was as much of a mystery to him as it is to the character of Nigel. But Ifans felt very comfortable with his character’s ownership of a pub. "Well, I’ve been doing years of research on that," says Ifans with a nod and a wink.

Training Camp... "Hell" Weeks

There are several echoes ricocheting back and forth between the cast members of "The Replacements" and the characters they play in the film, particularly in how both came together as a team. For in life, as in art, it was through trial, error -- and training.

Deutch, Sellers and executive producer Jeffrey Chernov--responsible for many of the production’s hugely challenging logistics-- enlisted football coordinator Allan Graf and his associate Mark Ellis, the team that most recently completed work on Warner Bros. Pictures’ "Any Given Sunday," directed by Oliver Stone. It was the job of Graf and Ellis to recruit core players for the five games to be depicted in the course of the film and integrate them with Keanu Reeves and the rest of the actors portraying the replacements through a three-week training camp.

"We interviewed about 400 players and whittled them down to a team of about 45, every one of whom had played professional football at one level or another, whether it was the NFL, Canadian Football League or arena football," recalls Graf. "Then we had the main cast come in and camp for three weeks before we started shooting."

"It was obvious that not only Keanu but all of the other actors playing the Sentinels’ replacements were going to have to look like professionals in the movie," Chernov says. "Two months before I came on the project, Keanu was already working with a number of people to condition himself and work on his football. We wanted the team to not only to look good, but understand the game and learn how to wear the uniforms and equipment. And because we were planning on starting the film in August on the East Coast, they had to get acclimated to the weather as well.

"So essentially, we put them through a crash course in football, with intense physical training as well as rehearsing plays designed by Allan Graf that would be used in the film’s five games. By the time we started shooting, they all knew the plays and were ready to rumble."

Each actor had his own level of athletic proficiency at the start of camp. "Keanu is a real good athlete, and worked long and hard on looking like a real quarterback," notes Graf. "We put him together with T.J. Rubley, a former quarterback with the Los Angeles Rams, Green Bay Packers and Denver Broncos, and they worked hard throughout filming."

Rubley reflects upon Reeves’ development from amateur to someone very closely resembling a professional football player. "Keanu has an athletic background, so he came into this ahead," says Rubley. "He also really loves to study the game and did a ton of research before he even came to camp. We worked about two hours a day in camp, going through individual drills and working on fundamentals. He was already able to do a lot of things with his body and his feet. All we had to do was to incorporate that into throwing a football."

For some of the actors, training camp was great fun. For others, it was more like a necessary evil. For Faizon Love, the stand up comedian/actor, phys-ed was "playing video games, going to the movies or strolling down Citywalk," Love jokes. "But football camp was real. Coach Graf told us ‘You’re not gonna be acting football. You’re gonna be football.’ And what’s funny is how we all came together in boot camp, just like the real team would come together. We all helped each other. We were all sore together. I remember that after the first week, we had an ice pack here, and an ice pack there. Everybody wants this film to look good, so on the field we really worked as a team. As actors, we went through three hell weeks. But when we came out of it, we were The Replacements."

Welshman Rhys Ifans, like his on-screen character of Nigel Gruff, had enjoyed some experience on the soccer field back home and was completely ignorant of American football. "I went to see a Ravens exhibition game as soon as I got to Baltimore," he recalls, "and I couldn’t believe how civilized it was. I mean, when you go and watch a soccer game in Britain, you’re fenced off. There’s a cordon of police. There’s a moat to prevent rabid fans from attacking the opposing team. And they take everything that could possibly be used as a weapon away from you at the gate on the way in.

"I was sitting right next to fans of the other team, and they actually offered me a drink. It was a different world, nearly as cultured as a night at the opera."

Finding a Home

In a film rife with organizational challenges, perhaps the greatest was figuring out just where the majority of the film would be shot. What was necessary was nothing less than the need to inhabit one stadium--which would be the Sentinels’ home stadium--for the better part of a three-month shoot. The city and stadium that rang through with flying colors was Baltimore, "Charm City," a perfect double for the movie’s setting of Washington, D.C. (just 35 miles to the north), and PSINet Stadium, home of the Baltimore Ravens. What ensued was the first time in history that a football movie was shot in an NFL stadium during the actual season.

Through the remarkable coordination of the filmmakers with the owner and staff of the Ravens, and the Maryland Stadium Authority, "The Replacements" would shoot at the beautiful arena in historic Camden Yards when the Ravens were out-of-town, and elsewhere when the team returned to their home base.

Notes executive producer Chernov, "One of the advantages of shooting during the season is that, unlike baseball or basketball, there’s only one game per week, and a lot of times they’re on the road. There are only eight games played at home, so we realized that there would be a lot of time in between games when we could be shooting.

"We sat down early on with the Ravens and the Maryland Stadium Authority and worked out a fairly elaborate schedule that would permit us to shoot in between home games and exhibition games," Chernov recalls.

It was actually during one of the latter--a Ravens exhibition game held on the night of Saturday, August 28th (about two weeks after the start of principal photography) -- that provided the actors, filmmakers (and Ravens fans) with one of the most thrilling nights of their lives.

Explains Jeffrey Chernov, "We had heard about other football films that actually had the opportunity to shoot during halftime. It was done on both ‘Heaven Can Wait’ more than 20 years ago, and more recently on ‘The Program.’ We realized that it would be absolutely fantastic for our film if we could pull it off. We got Allan Graf, our football coordinator and second unit director, together with first unit. We all sat down and designed plays which we felt could be shot during halftime...only one take for each, of course."

Allan Graf continues the tale: "We rehearsed four complicated plays for a week in Annapolis -- the plays and the timing, with the key cast, 60 football players and 90 extras. But the real thing would be different -- during halftime of an NFL game with thousands of people watching every move we would make from the stands, and millions more at home staring at their TV sets."

To further complicate matters, the original 12 minutes the production was allotted was changed at the last minute to nine-and-a-half minutes.

The coordination was like something out of a military campaign. Some 500 members of "The Replacements" company: the stars, the director, the crew and the core football players, assembled in a staging area at the downtown Baltimore Arena. As the Ravens game approached halftime, buses shuttled the entire crowd over to PSINet Stadium--with cast in full costume, from Reeves and Hackman on down to the sideline personnel. The company stood by in the bowels of the giant arena for the two-minute warning that signaled that it was time to get ready.

When Keanu Reeves and Gene Hackman ran onto the field at the head of the company, a cheer went up from the Ravens fans, which increased to deafening roars of approval over the next nine minutes. "It was the biggest high any of us have ever had," enthuses Graf. "Even Keanu said that it was one of his greatest moments, going out there with a crowd that big, shouting encouragement. There was such intensity from the company to the crowd, and then back again. And everything went off to a tee. The actors were great; the players were great. I’ll never forget that night, ever. What a thrill."

"I have to admit it came off brilliantly," adds Jeffrey Chernov. "We had great weather. It was a sell-out crowd of 65,000 people. In those nine-and-a-half minutes, we shot 45 setups with seven cameras. It was like a precision drill team."

On the field, Faizon Love felt like the story of the film had edged into reality. "Those 65,000 people were cheering for us, and rooting for us. Not just for us as actors, but for the replacements, man. It was literally like a dream come true," he says.

Making It Real

For the stars and players of "The Replacements," the glorious nine-and-a-half minutes on the field was the product of week after painstaking week of hard play merged with serious acting (often with the intent of being funny) in all conditions and circumstances. The Baltimore weather during the early August through late October shoot often underwent unexpected and radical changes, from sizzling temperatures with drenching humidity, a visit from Hurricane Floyd in mid-September which sent the company scurrying into the netherworld of PSINet Stadium to shoot "cover" scenes in the locker room set, to a welcome autumnal chill. It was incumbent upon football coordinator/second unit director Allan Graf and his associate, Mark Ellis, to meticulously choreograph the plays not only for the sequences in which the hopelessly inept replacement players are trained by Coach McGinty, but also the five games depicted in the film...in which the Sentinels take on the Miami Barracudas, San Diego Stallions, Detroit Ironmen, Phoenix Scorpions and the climactic battle with the Dallas Ropers.

"We developed 44 plays for this movie, and that’s a lot of plays," states Graf. "Since this is a comedy, we should keep the football real and allow the humor to emerge from the characters. That’s what we’ve tried to do, and audiences are going to see some big time plays and hits, much like what we did in ‘The Waterboy,’ ‘Jerry Maguire,’ ‘The Program’ or ‘Any Given Sunday.’"

For approximately two weeks of the shoot, the field at PSINet Stadium was occupied 24 hours a day by the "Replacements" company, with first unit shooting by day, and second unit taking over at sunset. "I felt like we were working at a Greek diner in New York, an around-the-clock operation," jokes Chernov. (So did the film’s caterers, which had to feed roughly 800 people with the first unit, and then 500 people from second unit).

The entire company--and particularly his fellow Sentinels teammates, both actors and real players--were astonished at Keanu Reeves’ development as a quarterback through filming. Reeves, who gained 23 pounds for the role, could throw about 15 yards when he first came to training camp. By the midway point of production, he was firing bullets some 50 or 60 yards downfield. The actor won friends for both his incredibly hard work and team spirit. "Keanu is very intense, and really wants to be good," observes Allan Graf. "He just constantly practices. Between scenes, he’s always throwing the ball around with the other players, running or exercising. He never stops."

"Keanu is awesome," states Brooke Langton. "He can throw and he takes all his hits. There was a moment during one of the games when he’s supposed to dodge a guy on the other team, but the other player got really excited and actually took Keanu down. That can knock the breath out of you, or even break a few bones. But Keanu jumped right back up and was ready to do it again."

"Keanu can really throw the ball down half the field," observes Orlando Jones. "And he’s not throwing it wobbly either. He’s throwing beautiful spirals. At any given point we can get our bell rung by one of the real football players. It was fun, and we had a good time. But it wasn’t like a pick-up football game — it was the real thing. There’s a guy who’s 6’4" and 220 pounds who’s going to hit you if you catch the ball. And that’s what we did all day."

As for working with Gene Hackman, the chorus of approval was unanimous. "It’s like working with Jesus," states Faizon Love unequivocally. "He’s the man. He can do no wrong. He’s the real deal."

Keanu Reeves is only somewhat more restrained in his comments on working with his fellow star. "I got to act with Gene Hackman on my birthday, which was one of the best things that ever happened to me."

For Hackman, the feeling was mutual. "One of the most exciting things about the film for me is to see the maturation of Shane Falco’s character as played by Keanu. I like working with young actors, and he’s become one of the best. Keanu is hardworking, highly professional and always prepared."

The relentlessly droll Orlando Jones, as always, has quite a different take on Hackman. "I’ve given him a few acting tips, and I feel like he’s going to settle down and focus. You know, Gene often comes to me for help, but really, I have to save a little magic for myself. Hackman is really growing as an actor--and you can quote me here--he will be a household name. I feel very strongly about that."

Director Howard Deutch was delighted to see how both Reeves and Hackman set the pace for the rest of the cast. "Some of them have limited screen experience, but working with Keanu and Gene, they’re at a level they haven’t experienced before," he says. "They’re hitting the ball back just as hard as anybody hits it to them, and it’s fun and gratifying to see that."

Heading for the End Zone

Although PSINet Stadium was the film’s primary location, taking on the aspect of a Bakelite--with production vehicles and trailers housed in the parking lot, locker rooms actually being utilized by the core players and other rooms being converted by production designer Dan Bishop into the Sentinels’ locker room and Coach McGinty’s office--other Charm City locations were effectively utilized to duplicate the neighboring town of Washington, D.C. These included the waterside piers at Hendersons Wharf, along with various downtown area restaurants, bars, offices, shops and a deserted downtown bank which was transformed into the prison which holds the replacements after a night of battling several striking Sentinels off the field. (Ironically, the home stadium for the Washington Redskins in Landover, Maryland, was put into action for two days of filming a Sentinels away game). Production designer Bishop was often faced with the job of working with practical locations that couldn’t be radically altered for the film--like PSINet Stadium--inducing him to imaginatively tweak the real for the reel in various subtle ways.

Also keeping a grip on verisimilitude was costume designer Jill Ohanneson, who clothed the characters in ways that illuminated their personalities, rather than obscure them. "We didn’t want action figures," states Ohanneson. "We wanted human beings, and we didn’t want the clothing to upstage the actors.

"The replacements are all working guys," she continues. "None of them has a lot of money or flash. We wanted them to have an earthy feel, including Keanu as Shane Falco. Keanu, Howie Deutch and I all wanted to keep Shane’s values the same throughout the movie. It’s not about money or girls or cars or clothes. It’s about being able to play the game, and remaining true to himself. His clothes are all approachable denims, t-shirts, chambrays, worn leather jackets, caps.

"Jimmy McGinty, as played by Gene Hackman, is true to himself as well," Ohanneson continues. "He’s been successful, had the money, and now dresses for comfort...but very proper. McGinty is a bit more traditional and old school, clothing that have been worn by men in his economic class for the last 30 years but still look good today. There were a lot of layers and textures to McGinty’s clothes, as there are to McGinty’s character."

Ohanneson’s biggest challenge was designing uniforms for the Sentinels and five other fictitious pro teams in an imaginary league. "We had to avoid any color combinations that actually exist in the NFL," she notes, "not only now but for the last 10 years as well because of the copyright laws. I orchestrated the colors with Dan Bishop, our production designer, every little detail right down to the logos."

The colors for the hero team, however, were determined by the filmmakers from the very beginning: they could only be red, white and blue with a distinctive Minuteman logo as befitting the Sentinels name, all-American colors for the all-American guys who display the finest qualities this country has to offer.

Elaborating on this theme is Jon Favreau. "It’s such a great canvas to paint against," says the actor who plays the voracious Bateman. "It’s a real, classic American genre, and the Replacements hopefully embody the finest virtues of that tradition."

"I hope that ‘The Replacements’ makes audiences laugh," adds Deutch, "but I would love it if it also touches people’s emotions. It would make me happy if this film gave people a sense that if Shane, Coach McGinty and the other ‘losers’ in the movie can redeem their dreams, than there’s hope for everyone."


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