1. Denzel Washington

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Denzel Washington

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Washington soon found himself rehearsing with two unknowns -- Luke and Joy Bryant, 26, who plays Fisher's naval-officer girlfriend, Cheryl -- as his leads. So he taught them a trick he'd used for several of his own performances. ''I had them write extensive biographies of their characters,'' he says. ''I said to Joy, 'If your father was a Vietnam vet, be specific about it. How was he when he came home? Did he hit you? Did he drink too much?' We did that with Glory. The scene around that fire [when Washington delivers an impassioned going-to-war speech] -- what I said wasn't written. It was based on my biography.'' Bryant found his insights invaluable. ''There's only, like, three or four facts about Cheryl in the script,'' she says. ''So the biography was the foundation of everything for me.''

In October 2001, D-Day (as in Denzel Directing) had arrived. ''About a week [before], I was like, 'Let's go, I'm ready to start shooting now,''' says Washington, whose only previous directing credit was a music video for gospel singer BeBe Winans. ''Right up until the night before, then I went, 'No, I want my mommy!'''

But as soon as the first day of filming got under way in Cleveland, Washington began feeling more comfortable. ''Once we got our first setup, I was like, 'Oh, okay, they're actually going to do what I say!''' he recalls, laughing. ''We shot for about 15 days before I acted in the movie, so I could get a rhythm going as a director, so the crew and the cast could get used to me, so I could figure out what the heck I'm doing. Making 30 movies taught me a lot. It all started clickin' in. It's like you store information but you haven't had a place to apply it yet. I used to joke about my 'homage' every day: 'Today is my homage to Spike Lee, tomorrow is my homage to Steven Spielberg.' In other words, I'm stealing from everyone.''

From day one, Washington actually had his first assistant director, Randy Fletcher, call ''Action!'' and ''Cut!'' ''I don't want to go, 'Okay, and action!... So, Antwone...''' he explains. ''That was just too weird. I couldn't work that way.''

Having starred in the controversial biopics The Hurricane and Malcolm X, Washington was also aware of the pitfalls inherent in bringing a true-life drama to the screen. ''When you [have] an 'important' story, just because it's important to you doesn't mean it's going to be important to the audience, so don't get too precious,'' he says of his on-set mantra. ''I was always thinking in terms of 'less is more, less is more.' Allow the audience to be moved by it or not, but don't tell them, 'This is what you should feel.'''

''Throughout the shooting, he would come over and say 'Just throw it all away,''' Bryant says. ''The main thing that I took from Denzel was 'Don't act, just be.''' By the end of the process, Washington the filmmaker was hooked. ''I remember Phillip Noyce saying he could shoot all night,'' he says. ''I was like, 'How could you go all night?' Now I understand. The director wants those shots.''