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How a Brad Pitt Mantra, 'Game On, F---ers!,' Fueled His Oscar Contender '12 Years a Slave'

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Pitt, whom Gardner calls a "lifelong cineaste," had wanted to move more actively into producing, aiming to make the type of films he always had admired. "I'm a fan of film first and was since I was a little boy sitting in Missouri," he notes. "I go back to One Flew Over the Cuckoo's Nest and All the President's Men. And Dr. Strangelove is still the funniest film I have ever seen." As to more recent work, he adds: "There Will Be Blood is one of my absolute favorites; incredible, a whole film dedicated to someone's hatred."

At the time Grey approached him, Pitt was riding high with the blockbuster Ocean's Eleven, and he was being paid between $10 million and $15 million a picture. He and Aniston had been married since 2000; they were a golden couple whose relationship had yet to collapse.

The duo agreed to pool forces with Grey, and their incipient production outfits merged. It was Grey who came up with the Plan B moniker in recognition of his and his new partner's first initials.

STORY: Toronto: Why '12 Years a Slave' Wasn't at Venice 

With Warner Bros. committed to a first-look deal that would cover overhead and some development costs for projects including A Mighty Heart (later to be made at Paramount) and screenwriter Eric Roth's Hatfields & McCoys (still in the works), Grey and Pitt embarked on a search for executives to head the company. They landed on Kleiner, who had worked for Donner Shuler Donner and who joined Plan B as a junior executive in June 2003; and Gardner, who initially was refused an "out" on her Paramount contract but came on board later that year. The two currently serve as co-presidents.

Gardner soon found that Pitt "is tireless and very astute at identifying the ways in which a filmmaker's voice and intention are expressed -- and then protecting those things. Brad's also incredibly [aware of] how the business works, which is not to say he always agrees with its results. But he always gets the game."

Within months, however, his company was plunged into turmoil when Grey exited for Paramount, and Aniston and Pitt split, leaving Pitt the sole owner.

Gardner remembers her shock at hearing of Grey's late-2004 departure when she had just given birth. "Brad called at 10:30 at night, and he was on a plane coming home from Hawaii. I was asleep, and my mother took the message," she says. "And then I woke up an hour later and came downstairs to feed the baby, and she said: 'Brad Grey called. I told him you were asleep.' I just thought, 'Are you kidding me?' I said, 'Mom, it doesn't work that way.' "

Soon after, Gardner started getting calls from all over Hollywood warning that the company wouldn't last. "There was a lot of chatter about [the company folding]," she says.

STORY: Telluride Wrap: 'Gravity' and '12 Years A Slave' Among Potential Award Winners

She and Kleiner, now 37, both were nervous about their future but decided to stay, especially when Pitt gathered his handful of troops at their offices in Brillstein-Grey's Beverly Hills headquarters and told them how committed he was to Plan B, emphasizing that he had no intention of closing the company even though he would be paying his staff's salaries himself.

"I left with the feeling that this was somehow a central part of his understanding of himself as an artist and a business person," says Kleiner. "It was very confidence-inspiring."

Still, uncertainty shrouded the Plan B executives' lives, especially in terms of who would replace Grey.

"When someone as formidable as Brad Grey leaves, you just assume an equally tenured person will come in," explains Gardner. "I thought, 'This will never stick.' But Jeremy and I put our heads down and, in the most organic way, kept riding the bike."

Eventually, in spring 2005, Pitt sat down with her and Kleiner and said he liked the way things were going and the films they were developing -- including Year of the Dog and The Time Traveler's Wife -- and they would be running the company.

Grey's exit left a tangled legal situation with Warner Bros., however. Now the executive wanted to move the company to Paramount and approached then-Warners president Alan Horn to discuss which projects Plan B would take and which would remain at Horn's studio. "It wasn't as crystal clear as it should have been in the contract," acknowledges Grey, "so it became one of those negotiations."

While Plan B was extricating itself from Warners, it also moved forward with Running With Scissors and Jesse James. Those films solidified the company's reputation as a champion of original material; but their box-office inconsistency left a question mark about its commercial taste.

Slave, when it began, seemed even less commercial.

The idea of making a picture about the "peculiar institution" (as slavery euphemistically was known in the 19th century) first was broached in summer 2008, when Gardner and Kleiner met at the Chateau Marmont with a young British director, Steve McQueen, shortly before his first feature, Hunger, debuted at Toronto.