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

This story first appeared in the Oct. 11 issue of The Hollywood Reporter magazine.

On the morning of Aug. 30, a nervous Brad Pitt boarded a private plane in Los Angeles for the hourlong journey to Telluride, Colo., where his company's new film, 12 Years a Slave, was about to debut.

Bringing Slave to a close -- while dealing with the roller-coaster ride leading to his June release, World War Z -- had left the star and partners Dede Gardner and Jeremy Kleiner exhausted, uncertain and at times publicly vilified.

PHOTOS: Exclusive Portraits of Brad Pitt and His '12 Years a Slave' Stars

The three had worked together intimately for more than a decade, but they never had endured a year like this. The negative reports about Z had been constant, including a Vanity Fair article that implied its producers didn't know what they were doing. One Wall Street analyst, Cowen and Co.'s Doug Creutz, had even predicted doom before the $170 million-to-$200 million zombie thriller opened, estimating it would take in a mere $85 million and calling it a "likely candidate for a big write-down."

Pitt, rather than giving in to his critics, dug in his heels and thought, "Game on, f---ers." But Gardner, 45, a thoughtful executive who had cut her teeth at Paramount during the Sherry Lansing regime before joining Pitt's Plan B Entertainment in 2003, found the whole experience far more painful.

"It's still hard for me to talk about, to be totally honest," she says. "The criticism resonated with me on several different levels. There's the purely professional level, which involves feeling acute responsibility for this film and the investment these people made in it. Then there's the more personal concern: 'How have I failed? Have I failed?' And I was disappointed by the absence of comrades or just people reaching out and saying, 'Hang in there. It's gonna be OK.' "

Despite Z's success (it would go on to earn $539 million globally), an air of uncertainty hung over Plan B. It had gained a reputation for artiness in a town where that was something of a dirty word. Several of its best-known movies had been critical hits but commercial disappointments, including 2007's The Assassination of Jesse James by the Coward Robert Ford and 2012's Killing Them Softly. Now insiders were grumbling that Plan B was being coddled by Brad Grey, the powerful Paramount Pictures chairman who had launched the production outfit with Pitt and his then-wife Jennifer Aniston a decade earlier and who helped maintain it through a first-look deal with his studio.

Given all this, the fact that Pitt, 49, was about to present a bleak period piece about a real-life 19th century black man kidnapped from New York and sold into slavery hardly seemed cause for celebration; in fact, the only thing that looked good about Slave was its budget -- $16 million, or $4 million less than Paramount had spent on reshoots for Z.

All this was in the air as Pitt and Kleiner landed in Telluride, where they joined Gardner, who had driven in from her Wyoming vacation, for an early dinner at Cosmopolitan restaurant before they strolled to the Galaxy Theatre and waited anxiously for Slave to unspool.

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The movie's triumph at Telluride, where it was met with an ovation before receiving a rapturous reception at Toronto, not only has positioned the film -- which opens Oct. 18 in limited release -- as a major Oscar contender, but it also has vindicated the work done by Pitt's small staff of seven for more than a decade.

Years after Hollywood cognoscenti dismissed Plan B as a "vanity deal," it has emerged from these festivals as a major force for some of the most challenging material around, Pitt's mandate when he started the company in 2002.

"From the outside looking in, it's easy to reduce this to, 'Here's a fabulously powerful A-list movie star who is now going to be a quote-unquote producer,' " says Damon Lindelof, who wrote a new ending for Z when the reshoots became necessary. "Whereas Plan B seems to be exactly the opposite: They are using their clout and Brad's notoriety to make movies that wouldn't be made otherwise."

Those movies have included Year of the Dog, The Tree of Life and Running With Scissors, though Plan B also has made more mainstream fare such as the Julia Roberts starrer Eat Pray Love, Kick-Ass and its sequel. (While Plan B was a producer on Charlie and the Chocolate Factory and The Departed, others handled most of the production chores.)

Now, helped by a blockbuster and an awards front-runner, the company is moving forward with a host of film projects and also is entering the television field with Resurrection, a supernatural drama that debuts on ABC in March.

Plan B also is developing a sequel to Z, which still is in its nascent stages, though director Marc Forster won't be back. "We are talking about it," says Pitt. "We are going to investigate a script. We have a lot of ideas we will cull from. Nobody is writing just yet, but we are compiling our ideas."

STORY: Toronto: '12 Years a Slave' Wins Audience Award 

Plan B came into being when Grey (then an owner of management company Brillstein-Grey Entertainment) approached Pitt about joining forces. The actor was in the early stages of creating his own production entity with Aniston.

"I decided I wanted to start focusing on producing movies," recalls Grey. "Brad had been trying to build a small company with Jennifer. I called Brad, who's an old friend, and he and I had a long talk, and I told him what I wanted to do with the company and said, 'We should really think of doing this together.' "

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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.

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McQueen, who keeps a family tree at his home in Amsterdam going back hundreds of years to his slave ancestors in the West Indies, was intrigued that there had been no major movie about slavery from an African-American point of view. He also was fascinated by "just the extent of it, the scale of it," he says. "You think you know that, but when you get into the details, it's a factory, an institution which is bigger than most industries you could think of. And what's interesting about it for me was how much it was the norm, in a way. There was no humanity; they were cattle."

After the Chateau Marmont meeting, Pitt arranged to sit down with McQueen separately. "We met in London over a couple of bottles of wine," recalls Pitt, "and ended up talking until the wee hours of the night about art and history -- he was a video artist first." (McQueen, 43, is a recipient of Britain's Turner prize, its most prestigious award for an artist under age 50.)

Encouraged by Plan B, the helmer began to work with screenwriter John Ridley (Red Tails), who agreed to write a screenplay on spec. At the beginning, they had a theme but no story. "What I wanted was the idea of a free man who had been kidnapped and put through the assault course of slavery," explains McQueen. "I thought that was a great 'in' to the subject."

STORY: Telluride: Steve McQueen's '12 Years a Slave' Met with Shock and Awe at World Premiere

Soon McQueen's wife, Bianca Stigter, a writer and art historian, discovered Solomon Northup's memoir, Twelve Years a Slave: Narrative of Solomon Northup, a Citizen of New-York, Kidnapped in Washington City in 1841, and Rescued in 1853, From a Cotton Plantation Near the Red River, in Louisiana.

The book, a best-seller that sold 27,000 copies when it was published in 1853, is one of a mere 101 "fugitive slave narratives" written before the Civil War, says Harvard University professor Henry Louis Gates, a consultant on the film. Of those, only this one "is the narrative of a free man who was kidnapped and manages in this case to be liberated."

McQueen was stunned by the memoir's drama and fablelike quality. "It read like Pinocchio," he says. "I was shocked, I was thrown."

That combination appealed to Pitt. "This particular story, these transformative experiences from visceral filmmakers are the things that truly excite me," he says.

He and his partners studied the book and other original slave stories in depth. Gardner rejects allegations that the Northup account might have been somewhat fictionalized. "We have had numerous conversations with 'Skip' Gates, Ira Berlin, tons and tons of historians who all vouch for its authenticity based on numerous pieces of evidence," she says.

VIDEO: '12 Years a Slave' Trailer: Chiwetel Ejiofor Fights for Survival as Slave Solomon Northup

While the script was progressing, Plan B strove to find the money for what was envisioned as a $30 million film. Even with Pitt committed to play a small part as an itinerant laborer who comes to Solomon's aid, that wasn't easy. Few wanted to tackle a film of Slave's bleakness, with its harrowing scenes showing children torn from their mother and a young woman brutally whipped; nor was there any great conviction that a large enough audience existed for a film about the African-American experience -- though the subsequent success of The Help, Lee Daniels' The Butler and Fruitvale Station would appear proof positive.

Bill Pohlad's production and financing company River Road Entertainment joined the project early and helped in its development. "We had done Tree of Life with Brad," he notes. "That was a trial by fire, and Brad was super-committed. He is very passionate, and sincerely passionate, a great quality and a surprise."

Following Pohlad, Fox Searchlight agreed to pay for some of the production's cost, with Arnon Milchan's New Regency footing the rest, and Summit International handling foreign sales -- all drawn by Pitt's stature and his team's conviction.

"We were able to put something together, but it had to be done for a price," says Pitt. The film finally would cost a gross $20 million and receive $4 million in rebates from Louisiana.

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Early on, American Gangster's Chiwetel Ejiofor, a British native, signed on as Solomon; Michael Fassbender, Benedict Cumberbatch, Sarah Paulson, Paul Giamatti and Alfre Woodard all followed. But one pivotal role remained uncast: Patsey, a young slave who works for the slave owner Edwin Epps (Fassbender) and is the subject of his wife's jealousy and both characters' brutalization.

"We auditioned over 1,000 people for the part," says McQueen. "It was like looking for Scarlett O'Hara. I thought we would never find her" -- until a tape came from an untried actress of Kenyan descent, born in Mexico and about to graduate from the Yale School of Drama. The actress, Lupita Nyong'o, had heard about the film from her manager.

"[My manager] put me on tape with a camera in her house against a plain background," recalls Nyong'o. "I did two scenes from the movie -- the scene where Patsey asks Platt [the name Solomon is given by his master] to kill her; and the scene right before the whipping" -- when Fassbender attacks the young woman. "It's pretty difficult to do in a room with fluorescent lights."

When McQueen saw her tape, he flew her to the set: "She came down to New Orleans, and that was it."

With Gardner and Kleiner on hand, and Pitt there for a while, a seven-week shoot began in June 2012 in and around New Orleans. The cast suffocated in heat that regularly topped 100 degrees and then had to deal with a hurricane that destroyed part of the set, but otherwise the shoot was trouble-free.

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The hardest thing, says McQueen, was dealing with "the violence. I think the biggest challenge was for the actors, going to these dark places, and for me keeping things together, having to be captain of the ship where you have to make people insane, then come out the other end and be sane again."

STORY: How Brad Pitt's 'World War Z' Came Back From the Dead

While McQueen was dealing with one kind of insanity, Pitt was dealing with another on Z.

Five years after Paramount had bought Max Brooks' novel World War Z: An Oral History of the Zombie War for Plan B (following a 2006 bidding war with Leonardo DiCaprio's Appian Way) and after writers J. Michael Straczynski and Matt Carnahan had gone through multiple drafts, a difficult shoot had taken place in which one line producer had had to be fired and another brought in.

When a rough cut was assembled, it became clear the ending wasn't working. After the picture was screened for all the producers and Paramount execs Adam Goodman, Marc Evans and Geoff Stier, they and the Plan B team huddled over what to do.

"The conclusion that we needed to reshoot was immediate and uniform," says Gardner. "We were obviously dealing with an enormous responsibility. Paramount was a great partner, but I can't say any of it was calm, and it wouldn't be calm until we made a great movie."

Reports began to circulate that Pitt and director Forster weren't speaking. "The idea they were not speaking was not my experience," says Lindelof, who was brought in to rework the ending. "And more importantly, the way Brad talked about Marc and Marc talked about Brad was entirely respectable, as if they were both creative partners trying to fix a problem."

Admits Grey: "Those were fairly intense times for all of us as filmmakers. But having been in this business some time, both of us know if you put yourself in the arena, it comes with the territory."

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The group turned to Lindelof, a longtime Gardner friend, who now suggested rewriting the third act altogether, abandoning an extravagant battle and closing with a more suspenseful, intimate sequence in which Pitt must infiltrate a laboratory riddled with zombies. No other ending was explored. "Damon always felt there needed to be a very kind of personal context for this as opposed to the instinct to scale up," says Kleiner.

Reshoots meant that Z's release would be delayed from late 2012 until summer 2013; but Paramount agreed this was the right way to go, even though it meant Pitt would be promoting two films back-to-back.

Five weeks of Z reshoots commenced in fall 2011 and continued through November, with Pitt juggling that movie and Slave.

With both movies wrapped, Team Pitt hunkered down to complete postproduction on both pictures. After McQueen showed Gardner his cut of Slave in Amsterdam, he flew to Los Angeles and worked with Pitt, who shuttled between the Paramount lot, where Z was being edited, and the San Fernando Valley, where McQueen was finishing his film.

"Brad [juggled the two] with great dexterity," says Gardner. "There was a sense that every minute counted, and if that meant we were there till midnight, we were there till midnight. We would cobble every minute we could. [Brad handled it] gracefully, very conscious of solving the problems we were currently looking at. If we had made a list of all the problems we didn't yet know, it would have been easy to crumble. But if you look at the problems at hand -- it was very methodical. Being methodical is a real muscle, and he has it and knows when to use it."

Given that Pitt, Gardner and Kleiner have children, they were "dependent on the patience of loved ones," says Gardner. She and Kleiner sometimes brought their kids to the editing room, but Pitt always came alone. "We'd have many a night when everyone would say, 'I am going home to have dinner with the kids' or 'I'm going to give the kids a bath and I'll be back in the cutting room,' " says Gardner. "It was just our lives."

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Pitt's absorption with the work to some degree gave him immunity from the dozens of nattering nabobs, particularly where Z was concerned.

"I have done this long enough and have sat in editing rooms with enough talented people that I have a grasp of, 'How do we shape things when they are not working?' " he reflects. "The idea was, let people see it and let them talk."

STORY: World War Z: Film Review 

Producing seems to enrich Pitt more than acting at this point, he admits, though he gives no indication he might step away from his career as a performer: "As I get older, I am enjoying more the producorial side of things -- not being so forefront in the camera -- the creativity of putting the pieces together."

The company now is moving forward with projects including an adaptation of Joyce Carol Oates' Marilyn Monroe novel Blonde, with Andrew Dominik (Jesse James) to direct; The Last Family of England, with Taika Waititi directing the story centered on a talking dog; and Black Hole, a project that teams Plan B with David Fincher and is adapted from the Charles Burns graphic novel about a virus that infects a group of kids living in the northwest, manifesting itself in strange, supernatural ways (one kid, for instance, develops a second mouth that always speaks the truth).

Plan B also is developing The Operators, based on the book by the late Michael Hastings, which Gardner describes as an expansion of his Rolling Stone article that led to the firing of Gen. Stanley McChrystal, the U.S. commander in Afghanistan from June 2009 to June 2010 whose impolitic remarks about the president -- during time spent with Hastings -- caused a media firestorm.

Pitt says his company's strategy will remain the same as it has been from the start: "We follow the storytellers, and our little garage band of a production company's mandate was [always] to help complex films get over the hill if they need a little push. We are in a fortunate position to do that."

At the same time, the actor-producer says Plan B -- whose money is raised on a per-film basis -- now is starting to look at outside sources of finance. "We have been talking about the next evolution of what we do," he continues. "Do we stay in the same construct as now? Are there new constructs we can investigate?"

As to Plan B's long-term future, Pitt says he wants to maintain the same mix of big-budget and low-budget, always with pictures that strive to push boundaries. "I wouldn't want to change anything," he says. "I like extremes."