Nostrils flaring, heads bobbing, the two thoroughbreds barrel past the grandstands and head into the clubhouse turn, their hoofs kicking up pancake-sized globs of mud from a rain-soaked track. Mountain Skier, a small bay wearing blinker eyecups with jockey Gary Stevens in the irons, has bolted off the starting line to take a surprising 2 1/2-length lead, but Verboom, a tall, black beauty with Hall of Fame jockey Chris McCarron astride, is about to make his move.
In the grandstands and down on the infield, throngs of women decked out in chic wide-brimmed hats and fancy furs scream and clap and bounce up and down on their toes, while men in fedoras and long, woolen overcoats -- a stark palette of blacks, grays and browns -- lean over the inside rail, thrust their arms skyward and shout the horses on at the top of their lungs.
"Here they come," says director Gary Ross as the horses thunder into view and more than 4,000 movie extras massed in the grandstands and across the turf track erupt in wild cheers. "Run, run, run, run, run!" he now yells, caught up in the emotion of the moment.
Then the director notices something amiss. The horses are performing magnificently, but now the human contingent of race fans is too late running across the infield grass toward the sprinting horses.
It is a numbing 36 degrees on a Sunday morning in mid-November and Hollywood has come to historic Keeneland Race Course deep in Kentucky bluegrass country to film a key scene from the upcoming film "Seabiscuit," the big-screen adaptation of Laura Hillenbrand's bestseller "Seabiscuit: An American Legend."
As it turns out, the crowd glitch won't affect the movie. Ross already has a perfectly fine take of this scene in the can. But it illustrates the daunting challenges the filmmakers face trying to keep the horses and humans in sync during the race sequences being filmed -- the kind of challenges "Seabiscuit" has faced almost from Day One.
From the months-long quest to cast Seabiscuit -- in which wranglers combed barns across the country before ending up with more than 40 horses to portray the "star" and his equine cronies -- to the complexity of re-creating some of the legendary stallion's most famous races, the "Seabiscuit" shoot now underway through mid-February has presented Ross and his team with more hurdles than a steeplechase.
Thoroughbreds, going against their nature, had to learn to pull up after sprints of only three furlongs each time the director called, "Cut!" Human actors had adjustments to make, too. Tobey Maguire lost more than 20 pounds of his "Spider-Man" bulk and worked out on a mechanical contraption called an Equicizer to star as Seabiscuit's jockey, Johnny "Red" Pollard.
And underlying the whole enterprise is the question of whether a tale of thoroughbred racing can ignite contemporary passions the way it did in the '30s, when superstar horses like Seabiscuit rivaled today's celebrity athletes in the popular imagination.
If the movie can overcome the obstacles, it's on track to be one of the prestige studio offerings of 2003.
"Seabiscuit" also stars Jeff Bridges as the thoroughbred's visionary owner, Charles Howard, and Chris Cooper as the taciturn and mysterious trainer, Tom Smith. It features Elizabeth Banks as Marcela Howard, the owner's porcelain-skinned wife, and William H. Macy as "Tick Tock" McGlaughlin, a Walter Winchell-type commentator and race handicapper.
A joint production of Universal Pictures, DreamWorks Pictures and Spyglass Entertainment, the film is scheduled to open July 25 in the U.S.
Here at Keeneland, the filmmakers are facing the hurdles of time, the uncertainties of racehorses and humans, and the fickleness of bad weather to complete filming what many consider the greatest thoroughbred race ever staged -- the Nov. 1, 1938, match race held at Pimlico in Baltimore, Md., that pitted the regal Triple Crown winner War Admiral against the roughhewn, undersized Seabiscuit.
Universal, which is distributing the film in North America, is gambling that the action sequences sprinkled throughout the movie and Maguire's box-office appeal will lure young people into the seats along with the adult demographic. But "Seabiscuit" will be going head-to-head against the sequel "Lara Croft Tomb Raider: The Cradle of Life," and a big question is whether younger audiences will embrace a horseracing movie set during the Great Depression when action hero Croft is smashing bad guys to bits in the next theater.
"I think the challenge is in the subject matter, but two words make a difference in marketing this movie -- Tobey Maguire," Paul Dergarabedian, president of the box-office tracking firm Exhibitor Relations Co., said of "Seabiscuit's" outlook. " 'Seabiscuit' is going to skew a little older with the audience, so it can't hurt to have him in the movie."
Ross' goal is to take moviegoers inside a thoroughbred race -- with all of its rumbling fury, hair-raising spills and raucous, saddle-to-saddle banter among jockeys -- as no other Hollywood film has ever attempted.
Those thrills are best summed up by Maguire himself, who, while researching the role of Pollard, visited Santa Anita and Del Mar racetracks, where he jumped up on the starting gates and, his adrenaline pumping, got a firsthand look at what it's like at the instant the horses explode out of the chute.
"It was unbelievable," the 27-year-old actor recalled, his splintery voice rising an octave. "These horses hit 40 miles an hour within three strides. You know, the jocks say the most dangerous part of the race is in the starting gate ... so I got up in one of the stalls and the bell rings and the gates burst open and you hear all the jockeys go, 'Ya! Ya! Ya!' and the dirt flying up."
Nationwide search -- for a horse
The first major hurdle for the filmmakers was casting a new Seabiscuit.
Was there a thoroughbred anywhere in America today who resembled the real Seabiscuit, whose sad little tail and famously crooked legs Hillenbrand had described so vividly in her book?
In what had to be one of the most difficult casting assignments in Hollywood history, the producers turned to a slow-talking Montana rancher and veteran movie wrangler named Rusty Hendrickson, who set out across the country last spring to find small red bays who could, so to speak, step into the mighty Seabiscuit's horseshoes.
This was no ordinary assignment. Hendrickson was not only looking for a thoroughbred who could run, but one who could perform tricks, throw temper tantrums or just laze around as if he hadn't a care in the world. After all, finding a horse to play Seabiscuit was about as likely as calling Central Casting for another Barrymore or Cagney. The real Seabiscuit had once grabbed a goat by his teeth and heaved him over a half-door until grooms came to the rescue. But he was also notorious for sleeping for long stretches while lying down.
Hendrickson, who worked on such Hollywood westerns as "Dances With Wolves" and "Wyatt Earp," knew what he was up against.
"We started with the physical description," the wrangler recalled. "Seabiscuit, we decided, [stood] about 15-1 [hands]. He was a red bay. The next qualification was, he had to be a sound horse with no aches or pains or frailties. This is a strenuous schedule and we wanted him to be as problem-free as possible."
What he couldn't duplicate was the unique shape of Seabiscuit's legs. How did Hillenbrand put it? "His stubby legs were a study in unsound construction, with squarish, asymmetrical 'baseball glove' knees that didn't quite straighten all the way, leaving him in a permanent semicrouch." Despite his awkward, egg-beater gait, Seabiscuit won 33 races and set 13 records at eight tracks over six distances.
The wrangler said it would have been all but impossible to find such a horse. He seemed thankful that Ross' script "did not make a story point out of it."
It quickly became apparent that no single thoroughbred fit the bill.
"Seabiscuit is a very special animal," Ross said. "This is a horse that comes along once in a hundred years. So we aren't going to find another one. But we can capture aspects [of him] through a variety of different horses and, through moviemaking techniques, we can create that animal on the screen."
When he was through, Hendrickson had come up with more than 40 horses. They weren't high-end thoroughbreds, mind you. The best of the lot cost about $6,000 to $7,000.
In all, there were 10 Seabiscuits and four War Admirals.
In the weeks that followed, Hendrickson and his crew taught the thoroughbreds to avoid being spooked by crowds or when running alongside a speeding camera car. Against every fiber in their being, the thoroughbreds were also taught to step into the starting gate, stand there awhile, then back out and walk away.
The rigors of shooting races day after day dictated that the horses be rested regularly. Each horse was allowed to run only three takes a day at distances of no more than three furlongs per take and then they were rested a day.
Some faux Seabiscuits were chosen for their love of running, others for their love of performing.
One horse the wranglers dubbed Biscuit was good at tricks, like ripping the silks off a jockey with his teeth. Another, who was given the barn name Gravy, received the casting call when the script called for Seabiscuit to rear up and jab the air in anger. Still another, nicknamed Muffin, had perhaps the best job of all: He played Seabiscuit relaxing in the stall.
Producer Kathleen Kennedy, who shares producing duties on "Seabiscuit" with her husband, Frank Marshall, as well as director Ross and producer Jane Sindell, said that every horse purchased for the production will be placed in a good home once the filming wraps.
Kennedy and Ross joked that the horses by now have gone Hollywood. "They have to have agents!" Kennedy said in mock disgust. "Special oats!"
"Try getting a horse out of his trailer when he doesn't want to come," chimed in Ross. "They kick! But you know the thing that just offends me? This obsession with the vegetarian diet. Why can't they just eat what everybody else does? But nooooo. 'I need wheat grass. I need alfalfa.' "
Planning down to the last detail
It is perhaps a cautionary tale that when Hollywood tried to tell the great racing yarn before -- with 1949's "The Story of Seabiscuit" starring Shirley Temple -- it stumbled out of the starting gate. Even though one of Seabiscuit's sons was cast in the title role, he kept losing to the horse portraying War Admiral, so the filmmakers used newsreel footage of the actual race.
Now producer Marshall knows the fickle nature of horse performers, too.
He produced all three "Indiana Jones" adventures and recent hits such as "The Sixth Sense." But, with the possible exception of "Empire of the Sun," Marshall says "Seabiscuit," with its reenactments of historic thoroughbred races, has required the most patience and planning.
"You have to consider that they are real racehorses we are using, that there's a camera car running on the track, and that the jockeys and the horses have to be in a certain place because we are restaging real races, so they can't just turn the horses loose," said Marshall.
Each horse, Marshall further points out, "has a mind of its own and some get more tired than others, so we only run the horses [three] takes and then we have to bring in another set of horses. And the jockeys have to get on a different set of horses and ride them. So, there is a lot of complexity just in staging one race."
To illustrate just how frustrating the races could be, the filmmakers recalled how one horse playing War Admiral flew across the finish line ahead of the horse playing Seabiscuit. That take won't make the final print.
To minimize problems, Ross and his team met for months before shooting began and drew up a series of "shot lists" pinpointing where every camera would be positioned and even how many lengths should separate Seabiscuit from the rest of the pack.
'Not just a horse story'
Ross' interest in Seabiscuit was piqued by a 1998 magazine article Hillenbrand had written for American Heritage. After a bidding war erupted in Hollywood over the movie rights, Hillenbrand was inundated with offers.
Universal, DreamWorks and Spyglass are partners on the project. Under the deal, Universal and DreamWorks are equal partners and will equally share in the revenues generated in North America and in certain foreign territories. Spyglass separately acquired the rights to most of the major foreign territories from Universal.
Hillenbrand said she chose Ross because, in her words, "he understood this is not just a horse story, this is a human story and the focus should really be on the people."
Working from a draft by screenwriter Charlie Mitchell, Ross plunged into the writing process. He was intrigued with how the three central human characters -- Pollard, Howard and Smith -- found redemption in Seabiscuit, who himself was a reclamation project.
Ross also wanted to focus attention on the Depression, to give audiences a flavor of the times from which this hero horse emerged.
To provide narration throughout the film, Ross turned to historian David McCullough, author of popular books on presidents Harry Truman and John Adams and the narrator of Ken Burns' award-winning PBS documentary "The Civil War."
"He does more than narrate the story," Ross said. "He owns it and retells it for you and interprets it for you."
"It's an old plot, of course," McCullough said of the Seabiscuit story, one popularized in the film "Rocky" or in the life of President Truman. Like them, he said, Seabiscuit was an underdog on whom the rest of the world had given up. And, like them, when given a second chance, Seabiscuit showed what he was really made of.
"I think all human beings love these stories," McCullough said.
Over lunch on a cold, drizzly day in Lexington, Ross and his wife, executive producer Allison Thomas, explained what drew them to the Seabiscuit story.
"I think one of the things that made the book so popular is that it gave people a glimpse into a world and an era without being dry or just historical," Ross said. "In the 1930s, the biggest sports in America were horseracing, baseball and boxing -- in that order -- and because of that, it created stars in the horses. Seabiscuit was the exception ..."
" ... Because he was an underdog," Thomas interjected.
" ... People felt like he was a loser who suddenly became a winner," Ross continued. "This is a horse who just in his physical comportment and his breeding should not have been a champion."
It's not surprising that Ross gravitates toward material with social and political overtones. A tall, lean man with an infectious smile, a shock of prematurely gray hair and neatly-trimmed salt-and-pepper mustache and goatee, Ross is an outspoken Hollywood liberal who once penned speeches for former President Clinton and onetime Democratic presidential nominee Michael Dukakis. Ross received Oscar nominations for his screenwriting -- sharing a 1988 nomination with Anne Spielberg for "Big" and another for 1993's political comedy "Dave." In 1998, Ross wrote and made his directing debut with "Pleasantville," teaming with the young Maguire, who starred with Reese Witherspoon as two teens who find themselves transported into the idealized, black-and-white world of a 1950s TV sitcom.
From the outset, Ross had only one actor in mind to play Red Pollard and that was Maguire. At 5 feet 8 inches, the 27-year-old Maguire even approximates Pollard's 5 feet 7 inches.
Maguire, who is said to be earning $12 million or more to star and receives an executive producer credit on the film, had come off of "Spider-Man," in which he buffed up his muscles to play the comic-book superhero. To play Pollard, he kept to a strict vegan diet, dropping three clothes sizes.
Under McCarron's tutelage, the actor first practiced his riding skills on the Equicizer, which jockeys use to retain their fitness, rehabilitate injuries or polish their technique.
"Over a period of a month and a half, I probably had about a dozen sessions with him," recalled McCarron, who is coordinating all the races in the movie and also is cast as War Admiral's jockey, Charley Kurtsinger. "I'd show him where to place his hands on the reins, how to maintain his balance, where to position his body, all the different angles of his knees and arms, the angle of his back. It's not like riding a horse. You are perched on the balls of your feet." While Maguire rides in numerous scenes, a stunt double was used whenever the races hit full throttle.
Casting Maguire might have been a given, but Chris Cooper had to fight to land the role of Seabiscuit's trainer. The studio wanted a bigger name, like Robert Duvall or Sam Shepard. But the filmmakers seem to have made a fortuitous choice. Not only is Cooper receiving Oscar buzz for his role as a slightly demented orchid poacher in the quirky black comedy "Adaptation," but, with graying hair and a hangdog expression, he has morphed into the role of Silent Tom, often conveying more on camera with a look than with words.
Here's how the script describes the first time Smith lays eyes on Seabiscuit, a quiet introduction that changes racing history:
"The first time he saw Seabiscuit, the colt was walking through the fog at 5 in the morning. Smith would say later that the horse looked right through him: as if to say 'What the hell are you looking at? Who do you think you are?' ... He was a small horse. Barely 15 hands. He was hurting, too. There was a limp in his walk -- a wheezing when he breathed. Smith didn't pay attention to that. He was looking the horse in the eye."
Throughout the production, the book's author has been a constant presence, even though illness (Hillenbrand talks about her bouts with chronic fatigue syndrome and vertigo) has prevented her from visiting the set. She consulted frequently with Ross by telephone while he was developing the script, even suggesting that he cast Gary Stevens, with his matinee idol looks, as George "The Iceman" Woolf, the colorful jockey who rode Seabiscuit in the match race after Pollard was injured in a spill. She also loaned Jeff Bridges a sheaf of vintage black-and-white photos of Charles Howard so the actor could hone his characterization of Seabiscuit's owner.
Because of the response to Hillenbrand's book (it has sold 800,000 copies in hardcover and paperback), the American thoroughbred racing industry has thrown its support behind the movie, with three storied tracks inviting the filmmakers to use their facilities.
The cast and crew first traveled to New York's Saratoga Race Course where, in the script, trainer Smith first lays eyes on Seabiscuit. Then it was on to Keeneland, which the producers chose as a substitute for Pimlico because the Baltimore track today looks too modern for a period movie. In late November, they arrived for five-plus weeks of filming at picturesque Santa Anita in Southern California, where the real Seabiscuit ran many of his thrilling races and where a life-size bronze statue of the thoroughbred still stands.
Keeneland President Nick Nicholson confesses that just watching the Seabiscuit-War Admiral match race being filmed at his track "brings up emotions I didn't think I had.... If you chronicle the history of our sport, this is Babe Ruth's 60th home run or Roger Maris' 61st. This is one of the great days in the history of thoroughbred racing."
Of course, these are not the best of times for thoroughbred racing. The sport was recently buffeted by an online betting scandal involving the Breeders Cup; the drought between Triple Crown winners now stretches a quarter-century; and fierce competition from other major sporting events has drained track attendance.
"We're hoping the film will reintroduce thoroughbred racing to an entire generation of people who haven't been exposed to it the way that, perhaps, their grandfathers were," Nicholson said.
Strange as it seems now, 40 million Americans turned on their radios to hear the call of the Seabiscuit-War Admiral match race. For a full half-mile, the thoroughbreds went nose to nose, stride for stride.
"It just came down to who was the most courageous," Hillenbrand said.
Seabiscuit would pull away to win by four lengths.
Down the stretch they come
Back at Keeneland, with daylight slipping away, there is time to film one more dramatic dash to the finish line where Seabiscuit trounces War Admiral. To create the illusion that "Pimlico" is bursting at the seams with race fans, the filmmakers have sprinkled the grandstands with hundreds of mannequins that sit beside real-life extras.
As cameras roll, the horse playing Seabiscuit surges into the lead as the crowd, on cue, goes berserk. But something again goes awry. Cobra Flight, the strapping black-as-night horse playing War Admiral in this sequence, is enjoying the sprint so much that he has closed the gap on Seabiscuit to a historically inaccurate length and a half.
Later, over a quick lunch seated across from his editor, Ross shrugs and has a confession to make. "I wanted him to win by four lengths; he won by a length and a half. The take is usable for most of it. It's not usable for the finish line." For that, he allows, "I'll go to another take."
Should the need arise, editor William Goldenberg adds, there are certain tricks he can employ in the editing room to make it appear that Seabiscuit wins by four lengths.
Ross then puts things in perspective. "The bottom line is, if anybody could predict what a racehorse is going to do in every situation, you'd be the richest person."
That goes for movies too.