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Days before Patton was to begin filming, he was hard at work on another Bruckheimer movie, "Gone in 60 Seconds," which gave him barely a day for rehearsal with Washington before stepping in front of the cameras. However short a period of time the actors were allotted, the chemistry between them is palpable.

"It probably made the dynamic more interesting," says Patton. "We were really getting to know each other on film."

Despite his misgivings, Yoast takes the demotion to assistant coach and stays on at the school. He feels a responsibility to the students as well as to his daughter, Sheryl who is devastated at the prospect of her father not holding the title of head coach.

"The hardest thing I had to do was explain to my eight-year-old daughter why I wasn't the head coach," says Bill Yoast. "The coaches from the other schools that were merging went on to do other things, so we all thought I was a shoe in. And when the school board told me I wasn't getting' the job, I was hurt and disappointed. I never felt bad toward Herman; he was always nice to me. He turned the defense over to me. But it was hard to tell Sheryl why I wasn't the head coach anymore. She was very angry. She wrote letters to the school board, the superintendent and the athletic director. She was always with me because she was so young at the time. She had a hard time accepting it."

One of the reasons Yoast committed to the film was his desire to see his daughter, who died in 1996 of heart failure at the age of 34, portrayed on screen. I wanted her kids to see her," he says. And even though the portrayal takes liberties with her character, he knows the poignant moments were handled with love amid care.

Although the real Coach Yoast is the proud father of four daughters, Howard wrote his character with only one precocious offspring. Played by nine-year-old Hayden Panettiere, Sheryl is guileless. Once she overcomes her disappointment, she throws herself into the process of building a winning team. The Titans are as much her domain as her father's and Boone's.

Panettiere became the darling of the set although she knew little to nothing about football and depended on her fellow cast members for support. "I didn't know what the point of football was," she admits. "My mom and I started to watch games and got some books, and the guys on the team would give me ad libs to say for different scenes. I'd always have to go over to somebody and say, "Show us what a veer is. Show us what a 44 stack 50 monster is. I had no idea. They taught me about football."

The first step in becoming a cohesive team was football camp. From the moment the kids step on the waiting buses, they voluntarily segregate, blacks on one bus, whites on the other. Coach Boone will have none of it and begins the hard fought process of integrating his players. He goes toe to toe with each and every one of them, never letting up in his quest to bring respect to the forefront of their consciousness.

"Football camp is run like boot camp, right from the start," says Washington. "He took this group of kids and deprogrammed them and gave them a purpose. He made them understand that we're all human beings."

"The fact that the camp was in Gettysburg felt very relevant," adds Patton. "This was a key moment for Yoast. He sees that Boone is behaving with honor and dignity, but lie doesn't necessarily agree with how Boone does things. He's not exactly pleased at the prospect of awakening these kids in the middle of the night to run several miles, it seems completely insane, but suddenly, there amongst the graves, listening to Boone's beautiful speech, it begins to dawn on him what Boone is trying to do."

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