WINKLER: Originally we wanted Phil to direct and we couldn't find another writer that we could agree on.

PHILIP KAUFMAN: Tom Wolfe didn't want to write the screenplay. He just didn't feel that was his métier. I wound up outlining the script, and when Chartoff and Winkler asked me to write it, I turned around the first draft in about eight weeks. I really wanted to go back to Tom Wolfe's attitude, atmosphere, and humor. I really wanted to find that Tom Wolfe quality, the craziness of the American circus--how the astronauts would be defined publicly by a Life magazine story while the truth was far more interesting, important, and heroic.

WINKLER: We gave Phil's script to the Ladd Company, ensconced at Warner Bros.

PETER KAUFMAN (PRODUCTION ASSISTANT): Phil and Walter Murch made a great trailer to show Alan Ladd Jr. that making the movie was possible. This was back when Francis Coppola had American Zoetrope, and we rented some offices up off of Little Fox Theater. We had a little editing room. We'd find Walter asleep in there in the morning after working all night.

GARY GUTIERREZ (SUPERVISOR, SPECIAL VISUAL EFFECTS): Phil Kaufman was looking to storyboard the movie for a presentation to Ladd in LA. It was an enormous job; we created around 1,800 panels. Phil wanted to represent the whole movie. We laid out the storyboards on eight or 10 tables in a conference room and then Phil told the story, walking Ladd around the room. Whenever he'd finish a couple of tables, we'd lay out more. It took several trips around the room.

ALAN LADD JR. (PRESIDENT, THE LADD COMPANY): I said, OK, let's make the movie!

GUTIERREZ: Chuck Yeager became a technical consultant. He was very helpful.

YEAGER: Hollywood is in the business of make-believe. I didn't just walk out and fly the X-1 supersonic. It took unpowered flights and then nine powered flights.

GUTIERREZ: He would look at stuff and say, "Well, that's not exactly how it happened, but I know you fellas have to flower it up."

Ladd gave Kaufman a modest budget to make the film, which meant it would have to be made without any bankable stars and with salary caps.

ED HARRIS (JOHN GLENN): I read for Phil Kaufman and wasn't very happy about how it went. Walking out, I hit the wall pretty hard. Phil saw me do that and said, "Oh, the guy's got spunk."

CHARTOFF: Ed Harris walked into the office, and we looked at him and couldn't believe that such a person existed. He was not only a wonderful actor but looked so much like John Glenn. And of course we looked at each other and said, "Oh my God, this is the guy we want." I said to Phil, "Please, don't let this guy get hit by a car. At least, not until after the picture is made."

HARRY SHEARER (RECRUITER): I don't believe there was an audition, because Jeff Goldblum's and my characters had no lines written for them. Phil Kaufman conceived them, they were not representative of anybody that was in the book, but they were a plot device to move things forward. Phil basically just said, "You and Jeff improvise. Hopefully it'll be a little funny."

JEFF GOLDBLUM (RECRUITER): Mr. Philip Kaufman had me in Invasion of the Body Snatchers in 1978. I'd do anything with him.

PHILIP KAUFMAN: There were 134 speaking parts. Every day somebody new would show up on the set. I had my mission of what I wanted to do, but I also wanted to be entertained. I had Harry Shearer and Jeff Goldblum; life could not have been better.

CALEB DESCHANEL (CINEMATOGRAPHER): Phil and I had mutual friends in San Francisco. I'd gone to school with George Lucas. I knew Walter Murch. They were all part of the same small group of San Francisco filmmakers, with Francis Ford Coppola. Phil sent me the script. I loved it, it's the kind of thing I grew up loving. My father was an engineer for Martin, who built Titan rockets. When I was a kid I'd build rockets. My dad helped me until I tried to build a liquid fuel rocket using nitric acid and alcohol. He was afraid I was going to blow myself up.

MARY JO DESCHANEL (ANNIE GLENN): Annie Glenn was already cast, and I just had an appointment to meet the casting director and read. I hadn't been acting because I was having kids. I felt out of practice. Overnight, the actress who had the part asked for more money and fell out. So I didn't know it when I went in, but they were looking for someone. The casting director said, "Do you know how to stutter?" And I said, "No, but I can try."

PHILIP KAUFMAN: Dennis had done some movies, but his brother Randy was better known. I was alone when Dennis came in. I was doing the camera work as well as reading off camera, but I didn't really know how the camera worked. Dennis said, "I know that camera. I've got exactly this kind of camera." I pressed the button. "It's red and flashing, does that mean it's on?" He said, "Yeah, that's it." So then Dennis did a reading that was phenomenal. A couple hours later Chartoff and Winkler came in and I said, "Let's check it out." Of course Dennis was wrong. The camera was off, and lost to history was one of the greatest auditions I'd ever seen.

TOM WOLFE (AUTHOR): Having Dennis Quaid play Gordon Cooper was a good stroke. Cooper, as a pilot, didn't have much of a background. He was an OK military pilot. They chose him because he was so cool. He fell asleep on the launchpad. These holds would go on for hours. He also fell asleep during a spaceflight. He was an absolutely cool human being.

FRED WARD (GUS GRISSOM): I was asked to play another astronaut at first. But then Phil asked me to read for Gus Grissom. That was exciting because I really liked the character. What he had to go through, his so-called blowing a hatch. I'd been in the Air Force when I was young, not as a pilot, but as an airborne radar technician in Goose Bay, Labrador, during the cold war. We were one of the first lines of defense. We'd work on the ground, meet with the aircraft, speak to the pilots, see what was going on with the equipment, pull it into the shop. Then we'd have these alerts; we'd have to go out at night and load missiles. These astronauts were big people at the time.

YEAGER: Some of my friends played extras, such as Korky Kevorkian, a pilot and fruit farmer from Reedley, California. I played a bartender.

PHILIP KAUFMAN: We started looking around for someone who could play Yeager. Then my wife, Rose, and I went to a poetry reading in San Francisco and Sam Shepard was reading. Rose poked me and said, "There's your guy." I said, "For what?" She said, "Yeager." Sam had a cowboy quality to him. He was Gary Cooper.

SAM SHEPARD (CHUCK YEAGER): Phil offered the part to me a few times, and I refused. I felt like it was ridiculous to play a living person. I knew Chuck and I didn't feel like I was him at all.