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An aspiring filmmaker can learn a lot of things while attending Chicago’s Columbia College, but how to direct a $32 million picture that largely takes place on, above or below the surface of an ocean apparently isn’t one of them.

“I even had to take swimming lessons,” said George Tillman Jr., after screening “Men of Honor” for the local branch of First Weekend Club, an organization that encourages early box-office support for movies specifically made for and by African-Americans.

Tillman was visibly moved by the audience’s positive response to his film biography of Carl Brashear, the son of a Kentucky sharecropper who lived his dream of becoming a Navy diver. Each member of the far-flung group already had pledged he or she would convince 20 other people to see the movie over its first weekend of release, and the finished product only seemed to re-enforce their decision to back the project.

“Men of Honor,” which opens Nov. 10, is only Tillman’s second feature film (the other was the surprise hit “Soul Food”), and it features Academy Award-winning actors Cuba Gooding Jr. and Robert De Niro.

Although the budget was four times greater than for “Soul Food,” “Honor” required every bit of Tillman’s skill to make scenes of men working under water appear as realistic as those showing a South Side family sitting down to eat Sunday dinner.

“From the very first day, I knew that my approach to the filming would have to be different,” the Milwaukee native explained a few days after the screening. “I went into De Niro’s trailer and he had a hair stylist and a wardrobe stylist … he had an entourage.”

With this added star power, Tillman added, “it became my responsibility to keep it one on one between myself and the actors. Plus, the more money the studio gives you, the more it wants to get involved.”

Fortunately, both De Niro and Gooding had demonstrated their commitment to the long-deferred project — initiated by executive producers Bill Cosby and Stanley Robertson, at Paramount, in 1994 — by agreeing to work for far less than their usual salaries. It also had the support of former Fox studio chief Bill Mechanic, who, in 1997, turned the reins over to Tillman and producer Robert Teitel, partners since their days together at Columbia.

“When I was at Columbia, they really didn’t teach directing,” Tillman said during an interview in State Street Pictures’ bungalow on the Fox lot. “I think it’s valuable for students to learn how to communicate with actors and get them on your side. It’s also important to learn how to delegate authority to the crew.”

Columbia, added Teitel, “gives you an opportunity to go out and do your own thing. You can learn a lot in class, but if you don’t get out there with the equipment, you’re not going to get much out of the experience.

“We took the equipment, made short films and did a thesis film longer than it had to be. We always wanted to take things a step ahead.”

While at the Loop college, the two young men — who caught an early break working as production assistants for Spike Lee on his Nike spots with Michael Jordan — did a short film, “Paula,” which won awards at several student film festivals. Bolstered by this success, Teitel was able to raise the $150,000 needed to film Tillman’s feature-length “Scenes for the Soul.”

Now-defunct Savoy Pictures bought “Scenes for the Soul” for $1 million, which barely covered final production expenses but inspired Tillman to go ahead with the semi-autobiographical “Soul Food.” After being approached to do the soundtrack, music producer Kenneth “Babyface” Edmunds took the film to Fox 2000 Pictures, which gave State Street Pictures a two-year, first-look deal, and Edmunds a double-platinum album.

Mechanic had picked up the script for “Navy Diver” from Paramount and wanted to see what Tillman and Teitel could do with it on a tightly controlled budget.

Before getting a final green light, however, Teitel was required to find a pair of high-profile actors who would work cheap and help promote the film. Tillman and Teitel hadn’t faced this problem with “Soul Food,” which found an audience based mostly on its honest, heart-warming depiction of a contemporary African-American family.

That $7.8 million film made $43 million in domestic box office, and another $30 million in video sales.

“Even so, all of the stars of `Men of Honor’ had to take a big cut from their usual salaries,” said Teitel. “It was one of those films that took 80 days to shoot, and a lot of it was on or below the ocean. We did some traveling — to Washington and Oregon — before coming back here, to Long Beach, where we built a 270,000-gallon tank. But Bob and Cuba were so into the project, and George’s preparation made it easy on everybody.”

Brashear may be a genuine American hero, but his exploits have largely gone unheralded. Tillman hadn’t heard of Brashear before agreeing to tell his story, neither had most of the people at the First Weekend Club screening.

Tillman got a laugh from the Weekenders when he recalled how reporters at the Toronto Film Festival actually questioned his portrayal of Brashear’s mistreatment at the hands of white seamen.

“All of that stuff actually happened to Carl, and, there was more that we chose not to put in the film,” he said. “One of the things the studio did when they handed us the script nearly three years ago was flesh out the Billy Sunday character played by Robert De Niro … to make him more part of the story.”

In “Men of Honor,” Sunday is a tough-as-nails rescue diver whose career is cut short due to medical complications resulting from an ill-fated dive. He wears his racism on his sleeve throughout most of the picture, but is redeemed both by Brashear’s sheer determination to succeed and his hatred for Navy brass.

To pull this off with maximum dramatic effect, Tillman elected to turn Sunday into a composite character.

“`Men of Honor’ is about the journey of these two men,” he says. “It’s Carl’s story, but you get an idea of what he went through in De Niro’s portrayal of the master chief, who actually is a combination of two master chiefs Carl encountered in his career.”

It also allows Fox to promote the picture to a broader audience than African-Americans. Just to break even in its initial theatrical release, “Men of Honor” will have to gross about $90 million.

“The studio wants to market `Men of Honor’ as a universal movie, which it is, because everyone can relate to Carl’s story … and `Soul Food’ was the same thing,” Tillman said. “But, I’m an African-American director and I’m always concerned about how the African-American characters are portrayed … how they are seen in comparison to films that I’ve disagreed with or loved … and what can I do to propel them.

“`Scary Movie’ made a lot of money, but we don’t have many very dramatic, serious films that show our historical figures in a non-preachy, highly entertaining way. At least `Men of Honor’ is a quality film African-Americans can point to and be proud it’s about them.”

With this film, Teitel interjected, “there’s a whole different marketing campaign than there was with `Soul Food.’ The trailer is more action-oriented, and the billboard poster has a huge head of Cuba and a huge head of De Niro, and there’s a ship on it.

“On `Soul Food,’ I never met with anyone involved with foreign distribution. Here, I’ve already met the foreign side of Fox distribution, and the film’s not coming out there until February or March.”

Neither man buys the theory that black-oriented films can’t crack the foreign market. Indeed, they were shocked when Sony threatened to pull the plug on its $105 million “Ali” unless Michael Mann and Will Smith guaranteed any cost overruns.

“We hear it every day, and it doesn’t make sense,” said Teitel. “Look at music; jazz is more loved over in Europe than it is here, and hip-hop transcends all borders. Why is that black films don’t do the same thing?

“Either they haven’t found the right way to market these films or they’ve stopped trying.”

Tillman and Teitel got the same cold reception when they tried to sell “Soul Food” to the TV networks as a dramatic series. Eventually, though, the highly regarded spin-off found a home on Showtime, which recently announced it was renewing the series for a second season.

Like too many other American-based productions, “Soul Food” was shot in Toronto, where tax breaks and cheaper labor allow the studios to face less of a risk in their investments. Wouldn’t it be nice if State Street Pictures had a permanent presence a bit closer to the Loop?

“We’d love to shoot all of our movies in Chicago, but, being a producer, not being in Los Angeles is just too difficult, because you’re not in touch with writers and studios,” Teitel said. “We’re working on four or five films right now, all of which are in different stages of development. `Barber Shop’ — a smaller, more personal film than `Men of Honor’ — is the furthest along, and that’s being shot in Chicago.”