chapters

‘His Energy Was Intimidating’

The Last Samurai director Ed Zwick on the “joyous, challenging, and exhausting†experience of working with Tom Cruise.

Photo: Warner Bros./Everett Collection
Photo: Warner Bros./Everett Collection

For years, Edward Zwick was primarily known as a television guy. He had come up through the TV ranks and had created, along with his writing and producing partner, Marshall Herskovitz, the hit series Thirtysomething. Later, he would also executive-produce the well-received Once and Again and My So-Called Life. Along the way, however, he also became a director of cinematic spectacles. Glory (1989) and Legends of the Fall (1994) were big award-winning period epics. Courage Under Fire (1996) and The Siege (1998) were topical, large-scale dramas.

In his lively new memoir, Hits, Flops, and Other Illusions: My Fortysomething Years in Hollywood, Zwick tells lots of stories about his up-and-down journey through the film and television industries. Among the most fascinating is his account of the making of 2003’s The Last Samurai, a rousing war epic about a 19th-century rebellion by a group of samurai opposed to the rapid westernization of Japan. In it, Tom Cruise plays an alcoholic American officer, haunted by his role in the Indian Wars, who joins in with Ken Watanabe’s Lord Moritsugu Katsumoto, the leader of the uprising and the “last samurai†of the film’s title. (At one point, Zwick writes, Russell Crowe called him about trying to play the Katsumoto character.)

The film was a huge hit, and today it feels emblematic of a bygone era of entertaining, star-driven period adventures. It’s also revered in the stunt community for its elaborate action sequences, full of impressive riding and sword-fighting, and its sprawling battle scenes. “It wasn’t Lawrence of Arabia, but we tried,†Zwick writes. The story of its making offers an insightful glimpse into what it takes to mount such a massive production with the biggest star in the world.

Excerpt from ‘HITS, FLOPS, AND OTHER ILLUSIONS’

Until this moment in my career, getting a movie made had been a war of attrition. The subjects that interested me never seemed to fall neatly into a category that was easy for executives to understand, by which I mean, to sell. I’d come to expect a kind of siege mentality — haranguing, shaming, whining, bullying, and generally making myself so annoying that I occasionally managed to wear them down until they gave me a start date. Such difficult births are quite common in the business. Every year during the orgy of self-congratulations we immodestly call “awards season,†you can count on someone in a tuxedo giving a tearful acceptance speech citing the decades of rejection that preceded such a halcyon moment. So much of Hollywood studio culture is fear-based: executives afraid that the wrong decision could cost them their jobs. I was accustomed to a gradual and sometimes grudging process of acceptance, often taking several weeks of dailies, or a first cut, sometimes even a successful preview for them to get excited about what they had on their hands. The reasons a studio decides to make a film are often quite obscure unless we’re talking about a superhero movie or big IP (intellectual property). On such corporate crusades, long before a single frame is filmed, a legion of marketers, accountants, and distributors have already run the numbers on its profit-and-loss profile, a release date has been set, and an advertising campaign is underway. But the path of a “one-off†(that’s what they now call regular movies) as it struggles to swim against the mainstream is littered with revised drafts and broken hearts. Deliberately or not, a studio will do anything it can to make a script more “accessible.†One thing you learn, when they call it a “passion project,†you know you’re in trouble.

The Last Samurai was an entirely different experience: the only time it felt like a studio was genuinely enthusiastic about what I had in mind. The movie had a green light from the moment Tom said yes. It was like the no-bid, cost-plus contracts I’d heard about between military contractors and the Defense Department. A million dollars of R&D to scout locations, hire department heads, and figure out logistics? No problem. A trip to Japan to do research and meet actors? Let us make the reservations for you! You want to shoot on three continents? Great idea! Within weeks we were in headlong prep. My first trip to Japan was overwhelming; I visited museums, met historians, and traveled all over the country. There was so much I didn’t know, and even more that we’d gotten wrong in the script. Since at least a third of the movie would be in Japanese, I needed help with the dialogue. The great screenwriter Yô Takeyama agreed to join me.

Vickie Thomas (the casting director whose impeccable taste I’ve come to rely on for 20 years) had arranged for me to meet Yôko Narahashi in Tokyo. Yôko’s ostensible role would be to help cast the movie, but it was soon clear she would be much more to me than a casting director. Bicultural and brilliant — her father had been the Japanese ambassador to Sweden — she was also a theater director and a teacher with her own acting school. In addition to serving as my translator and interlocutor, her insights into the nuances of culture and behavior, on set and off, saved me from innumerable gaffs, while her intimate knowledge of her country’s unusual casting traditions was a godsend. Like many institutions in Japan, casting was often hierarchical. To play a part like Katsumoto, starring opposite Tom Cruise, it was assumed that Hiroyuki Sanada — often referred to as the “Tom Cruise of Japan†— would be cast in the role. But upon meeting Ken Watanabe, I was so taken with his unusual blend of strength, humor, and emotional availability that I decided to cast him.

Upon hearing of my choice of Ken, the Japanese representatives from Warner Bros. made no secret of their displeasure. They informed the executives back in Burbank that this was a terrible faux pas. It was Hiroyuki Sanada himself who came to the rescue. By agreeing to play Ujio, Katsumoto’s majordomo, he was making a strong statement in support of Ken and the movie. I couldn’t have known that after surviving a battle with leukemia years before, Ken had found himself in debt to shady managers; at that time, the Yakuza was heavily involved in the business. To pay them off, for several years he had been obliged to play whatever roles on Japanese TV came his way, no matter how uninspiring, and it had hurt his career. In our early rehearsals, Ken seemed somewhat tentative, but Sanada’s deference never failed to endow his presence with the necessary aplomb. Day by day as his self-confidence grew, so did Ken’s performance. By the time we were ready to shoot, he had grown into the role, owning not just his size as the character but as a leading man going mano a mano with the biggest movie star in the world.

While reading a book about the Meiji dynasty I had seen a picture of an ancient monastery and asked if we could visit it. It turned out that the 700-year-old Buddhist compound was located atop a mountain outside Himeji, a midsize city. To reach it required taking a rickety funicular. But once there, walking the hand-hewn floors through temples shrouded in clouds was like being cast back in time. When I told the Warner physical production people I wanted to use it as Katsumoto’s home, I expected to be laughed out of their office. But I had forgotten this was a Tom Cruise movie. They figured out a way to make it work. There were just as many things I would have liked to shoot in Japan that proved too costly; there simply wasn’t the kind of open space and vistas we needed to stand in for the pastoral splendor of 19th-century Japan. I had been to New Zealand once before with my wife and kids for a backpacking trip on the Routeburn Track, a three-day trek through alpine meadows, emerald-green tarns, prehistoric ferns, and spectacular vistas. It was a north-south mountain range, as was Japan’s. Lilly Kilvert, John Toll, and I spent weeks flying up and down the North and South Islands in a helicopter ordinarily reserved for the prime minister (a Tom Cruise movie, remember?) until we found a pristine valley in which to build Katsumoto’s village. There, Lilly would bring Japanese carpenters to build the houses in the traditional sashimono style of wood joinery without nails. She also began planting rice paddies that wouldn’t be shot until the following spring.

Back in L.A., it was a cold, rainy winter. One wet evening, Marshall Herskovitz and I were scheduled to meet with Tom about the script. In addition to helping me produce the movie, Marshall had joined me in the rewrite — not only because the burdens of preproduction were beginning to overwhelm me but because, much as I hated to admit it, I knew his unique gift would bring the script to the next level. Also, because he insisted. He has a great love of the epic form, and his ideas and criticisms, however painful to hear, were brilliant. Tom quickly recognized Marshall’s ear for dialogue as well as his gift for sly humor and began to rely on him. This became something I depended on more and more as the demands of shooting drew closer.

After Marshall and I finished another draft, I got a call from Robert Towne’s assistant asking if I was available to meet. I knew that Towne — one of the few living writers in my personal pantheon — had an informal arrangement with Tom whereby he sometimes quietly rewrote his movies. I drove over to his house in the Pacific Palisades, harboring more than a little dread. Had Tom asked him to rewrite us? It turned out Towne didn’t want to talk about the script, except to point out several things he’d enjoyed. Apparently, he just wanted to take my measure. Still, as we spent a pleasant couple of hours talking about John Fante novels, it did feel like he was giving me his blessing.

That night, Marshall and I arrived at Tom’s house for a meeting and were told he was down at the tennis court. We followed a winding path through the fog toward the sound of strange percussive whacks, each accompanied by loud, guttural cries. Below us, we could barely make out five spectral figures hacking at each other with wooden swords. Though principal photography was still six months away, Tom was already working out every day, determined to do the scene where Algren takes on four assailants in a single take without a cut, chanbara style, as in the old samurai movies. No stuntman was going to play his part.

There was one stunt we knew would be too dangerous. The moment the samurai are first revealed, emerging on horseback out of the misty forest, needed to be violent and terrifying. As we had written it, Algren, a former cavalry officer, draws his saber and fights while on horseback. As the conclusion of the sequence, Marshall and I had imagined him getting T-boned — his horse deliberately struck by another horseman, with Algren knocked to the ground and his horse falling on top of him. There was no way to do the stunt with Tom on a real horse, where the slightest wrong movement could put his head in the path of a swinging metal sword, nor could we really have one horse hit another, let alone have Tom’s horse fall on top of him. So how to do it?

These days it would all be done with CG, but that was still years away. To shoot it in cuts using a stuntman would inevitably look staged and give the gag away. It was Paul Lombardi, our special-effects guru, who suggested building an animatronic horse. It took months of experimentation, repeated failure, and reimagination, but six months and a million dollars later, Tom Cruise is fighting on horseback in the middle of a mêlée, or so it appears, and the real Tom Cruise has a live horse falling on him. I’ve never counted how many seconds of the fake horse — Wilbur, as he affectionately came to be known — are in the final cut, and I defy anyone to identify him without going frame by frame. All I know is they’re the most expensive frames of any film I’ve ever shot.

Our first day of shooting was in the Buddhist monastery. Riding up the funicular at dawn, we were enveloped by clouds. Moments later we broke through to be confronted with what looked for all the world like a cliché — the perfectly round, bright-red sun of the Nippon flag rising over distant mountains and setting the ancient temples aglow. Soon after, the entire crew gathered under the gaze of a 14-foot-high Buddha. Surrounded by hundreds of lit candles and dizzying incense, we accepted the monks’ blessings of good luck for the film. At lunch they even made us seasonal bento boxes of sashimi adorned with colorful fall leaves. It was as magical a time as I’ve ever had on set.

After lunch we were to shoot the first scenes to be performed entirely in Japanese. I’ll admit to being a bit nervous, yet as soon as the actors began to speak, I realized that although I couldn’t understand the words, their intentions were perfectly clear. At first, I’d confer with Yôko after every take. Did their performances seem natural? Were their line readings correct? If I had an adjustment, she would communicate it to the actors. But after a while, I began to allow my instincts to guide me. These were scenes we’d written ourselves, after all, so it made sense I might be able to follow along with its beats and rhythms. It was, I suppose, what directing silent films must have been like. Most surprising was how many times I’d see Yôko nod her head after I said I preferred a particular take. Remarkably, it was often her favorite as well. I was especially pleased as Ken’s sense of humor began to inform his performance. Over the course of a taxing shoot, that quality would prove to be a saving grace. He is one of the most delightful, soulful men I’ve ever met.

We shot in Japan for two weeks, mostly in Kyoto. After we wrapped on the  last night, Sanada took Ken, Marshall, Yôko, and me to his favorite karaoke bar.  I walked in expecting something glitzy and high end. It was just the opposite. No  bigger than a ship’s stateroom, there were only five seats at the bar, and Sanada  had reserved the place just for us. It’s possible he knew just how boisterous we  would get. When Sanada entered, I thought the bartender was going to faint. It  turned out, in addition to Yôko’s many talents, she was also a songwriter whose  tunes were there on the jukebox. Ken turned out to have a spectacular voice and  loved to sing American pop standards. (He would go on to be nominated for a  Tony for his performance in The King and I.) One of my favorite memories of  all time is seeing Marshall, a nondrinker, shit-faced for the first time in our long  friendship, clutching the mic and crooning “Danny Boy†at the top of his voice in  a rich basso profundo.

We flew back to L.A. for the second leg of our worldwide production. It’s hard to describe my wonder and delight as I walked onto the Burbank lot and found the famous New York Street completely transformed into Tokyo, 1876. Lilly’s production design was a marvel: every detail from the live eels to the wood joinery. Same with costume designer Ngila Dickson’s hand-painted kimonos and gleaming armor.

On our first day of shooting in Burbank, I happened to glance behind me and see Steven Spielberg. Moments later, David Fincher appeared, and then Cameron Crowe. How coincidental that they’d all “just happened†to be on the lot that day. I would later discover each was courting Tom to be in their movies and this was a chance to get a bit of face time. I will confess to being the tiniest bit self-conscious giving direction with that intimidating trio on my six (as they say in Top Gun). But their visit prompted an oddly charming and very revealing reaction from Tom. While Fincher, Crowe, Marshall, and I were chatting behind my chair, the still photographer asked if he could take a picture. Tom must have been with Spielberg at the time, but when he heard about it, he asked for a copy and had himself photoshopped into the shot. Apparently, even movie stars have FOMO.

Shooting went well the first week, and then we hit our first speed bump. It seems the neighboring houses had grown tired of the noise caused by productions shooting deep into the night and had gotten wind that we were planning more late nights by the little pond at the border of the studio known as “Gilligan’s Lagoon.â€Â That’s where we had built a set for Katsumoto’s Tokyo home. As a compromise we agreed to shoot split days — from noon until midnight — rather than work all night long.

We had already agreed not to use black powder in the antique rifles — again, because of the noise. The solution by the armorer was to turn the weapons into what essentially were battery-operated toys. When the trigger was pulled, a flash would appear, followed by a puff of smoke. The sound would then be added in post. It sounded swell in theory, but from the outset of shooting Katsumoto’s escape we discovered the gag rarely worked, and even when it did, it took far too long to reload for the next take. After only an hour of shooting, we were several hours behind.

Going into the second night of filming the sequence, we had lost at least half a day and I was getting worried. How would the studio respond to us falling behind so soon? To executives always ready to panic about the budget, it would augur worse to come. At lunch — in this case, that meant 6 p.m. — I was scheduled to have a meeting with the marketing department. Sweaty and stinking from the pond, I walked into a huge conference room and found it brimming with no less than 40 smiling faces. For an hour they regaled me with their plans for the movie’s release: billboards, talk shows, magazine covers, trailers, international premieres. I did my best to pay attention while unable to banish the single thought hammering my brain — We’re behind. We’re behind. How bad will it be tonight? 

It got worse. A couple of hours later, while still moving at a crawl, I was waiting for a lighting setup that was taking much too long (night lighting setups always take too long) and anxiety-mainlining peanut M&M’s at the craft-services table when Tom ambled up. He greeted me with his usual, peppy “How’s it going?!†I wasn’t in the mood to respond in kind.

“I don’t know,†I moaned, “the sequence isn’t really working. Those stupid  guns are killing us. We’re already behind and I’m worried we’re going to have to come back and reshoot at least half of it.†He listened as I went on. Then he  looked off into the night.

“Hmmm …â€

That was all he said before touching my shoulder and walking away. I stood  there, confused. Couldn’t he tell I was upset? Had he been in this situation so  many times that he just took it in stride? It was then that I began to realize the gulf  between my experience and Tom’s. No matter how many movies I’d made until  then, no matter how many battles I’d had with studios, or times I’d gone over  schedule, there was still some part of me that needed to be a good boy.

When I ran into Marshall, I recounted my non-conversation with Tom. Mar shall smiled and said, “He knows there’s not going to be a card in the credits that says, ‘This movie was made on schedule.’ †Then he touched my shoulder exactly the way Tom had done and headed back to the set. Later that night, as I was setting up a shot, Cruise was passing by and stopped. “How ya doing, boss?â€

“Better,†I said.

“Good, GOOD! You know what we get to do tonight?â€

“What?â€

“MAKE A MOVIE!â€

As he walked away, I realized I’d missed the subtext of our earlier interaction.  It had been Tom’s nonconfrontational way of reminding me I was the director, and  that directing was a samurai job. He didn’t want to see me shaken. We were going  to be shooting for another hundred days. If I was willing to compromise now, I  might compromise tomorrow, and that’s not the way he rolled.

I called the studio in the morning and told them we needed to reshoot. They didn’t say a word in protest.

After New Year’s, our huge traveling circus moved to its third continent. New Zealand was a dream. My family and I stole a delirious week in a house by the Tasman Sea before production started up again. The bracing weather changed hourly as storms moved in and out while we explored snowcapped mountains, shadowed glens of dense ferns, and fog-shrouded fjords. My daughter learned to surf, and my son went backpacking. I even had time to remember I was married. Sooner than I would have liked, Kevin de la Noy called to say I needed to come into the production office. Kevin had taken over as line producer once the scope of our ambitions revealed the need for someone of his unique genius. I had first met Kevin 15 years before when he was the location scout on the first incarnation of Shakespeare in Love. In the years since, this English logistics genius had risen to rockstar status: planning the logistics for the climactic battle in Braveheart, organizing the beach assault in Saving Private Ryan. I could hear in his usually jolly voice that he was beginning to suspect his greatest challenge loomed in the weeks ahead.

There are few Japanese in New Zealand. How then to populate the cities, seaports, and villages we had built? The answer was obvious: bring them over. This would prove harder than it seemed. In addition to auditioning thousands of “fighting extras†so as to find 700 with the ability to learn 19th-century fighting tactics, rounding up another couple hundred women and children, getting them all the necessary visas, and then leasing the 747s to fly them in, Kevin had to create an entire colony of translators, doctors, and chefs to accommodate them all.

Our base of operations was New Plymouth, a small oil-and-gas town on the  North Island. Within a week it looked like an occupying army had taken over.  Every laborer with a pickup truck was put to work, every piece of heavy machinery was commandeered. The restaurants and hotels were booming. As the  extras came to recognize me as their meishu (a classier honorific than “directorâ€),  I couldn’t walk down the street to buy toothpaste without accepting and returning  any number of gracious bows. Not that I minded.

In addition to the Japanese cast I had hired Tony Goldwyn as Colonel Bagley, Algren’s former superior officer in the Seventh Cavalry, and Billy Connolly as Sergeant Zebulon Gant, in what I liked to think of as the Victor McLaglen role — the gruff, stalwart noncom straight out of a John Ford movie. Tony, a talented director himself, was a joy to be with, on set and off, while Billy was irrepressibly funny in the way I imagined working with Robin Williams must have been. At times I literally had to beg him to stop making us laugh so we could get back to work. Ken Watanabe’s commanding performance continued to thrill me while I came to count on Sanada’s vast experience in martial arts (known as Seiten wo Tsuke, literally “reach beyond the blue skyâ€) to help me stage the many fighting scenes. Koyuki, the actress playing the role of Taka, Algren’s reluctant host, was the greatest revelation. Her understanding of period behavior was expressed with exquisite simplicity and elevated every scene.

Working with Tom was joyous, challenging, and exhausting. His energy was  intimidating. It may sound surprising, but the one formative experience we had in  common was that we both wrestled in high school. Like all wrestlers, we shared a  tolerance for hard work and punishment. Tom was in every scene for 120 shooting  days, yet he never showed the slightest sign of fatigue, not even after getting the  shit kicked out of him by Sanada take after take in the mud and pouring rain.  Tom likes to think of himself as being chased by a shark, which he means metaphorically. I hope. His mantra when giving notes is, “How can we ratchet up the  pressure on my character?†By which he means, he wants a bigger shark.

He is also legendarily, at times maddeningly, self-confident, no matter if it’s about doing a dangerous stunt or a six-page dialogue in a single take. But there were times that very self-assurance could look opaque on film. And it was the opposite of what I wanted to see in him when, on the eve of the final battle, he has to say good-bye to Higen, the son of the man he killed. We were to shoot the scene at magic hour, an ineffably beautiful time in the village we’d constructed in New Zealand. Given that Algren knows he probably won’t ever see it again, I thought the fading light was appropriate. But it also meant Tom would have time for no more than a single take. This, I thought, gave it a degree of difficulty much higher than the most difficult stunt. If I hoped to get him to the right emotional place, I felt I needed to touch some vulnerable part in him that I’d yet to see him reveal in the movie.

I don’t mean to suggest he wasn’t completely open to my direction. If I had asked him to do a scene while standing on his head, I’m convinced he would have been willing to try. If I had said, “Listen, Tom, could you be just a tad more emotionally revealing in this scene?†he would have given his all. But the result would have invariably ended up feeling forced — precisely because he was trying to give me what I wanted. I didn’t want him to try to make something happen. I wanted it to happen.

While filming their earlier scenes together I had noticed how sweet and attentive Tom had been with the young actor playing Higen. Over the months of getting to know Tom, I’d also observed how close he was to his 8-year-old son, Connor. As the crew scurried to make ready, we were already losing the light. I took Tom aside.

“Tell me about your son,†I said.

He looked at me, surprised. I knew Connor had just returned to L.A. and  Tom wouldn’t be seeing him for a while. For a moment Tom was quiet. And then  he began to talk. It doesn’t matter what he said in those few short moments in the  fading light. I watched as he looked inward, and a window seemed to open and  his eyes softened.

“Go,†I said, gently nudging him into position on the porch. He nailed the  scene with the depth of feeling I had loved in his best performances. I should also  mention his Japanese pronunciation was spot-on.

The light was gone. The AD called, “Wrap.†As Tom walked past me on his  way down the mountain, he caught my eye and mouthed, “Thank you.â€

Excerpted from HITS, FLIPS, AND OTHER ILLUSIONS: My Fortysomething Years in Hollywood by Ed Zwick. Copyright © 2024 by Ed Zwick. Reprinted by permission of Gallery Books, a Division of Simon & Schuster, Inc.

Things you buy through our links may earn us a commission.

Director Ed Zwick on Tom Cruise’s ‘Intimidating’ Energy