As Tony Scott’s remake of The Taking of Pelham 123 departed theaters in August 2009, he and longtime collaborator/actor Denzel Washington boarded Unstoppable. It was a risky move. Both The Taking of Pelham 123 and Unstoppable revolved around trains. The former, an update of the 1974 crime drama, failed to connect with critics. Nathan Rabin of The A.V. Club called it “bracingly awful.” Writing for The Atlantic, former New York mayor Ed Koch said it was disappointing. While The Hangover reigned supreme at the box office that summer, the 2009 Pelham made less than $70 million stateside on a $100 million budget. 

“I think Denzel and Tony wanted to prove that they could get it right,” Lew Temple says. The New Orleans–born actor who plays Ned in Unstoppable says he sensed “concern that [Unstoppable] was going to be the rural Taking of Pelham. It wasn’t at all.”

Based on the true story of the CSX-8888 incident of May 2001, Unstoppable is an old-school action-adventure. The Oscar-nominated movie, which hit theaters in November 2010, chronicles railroad workers’ attempt to stop an unmanned runaway train. In his fifth collaboration with Scott, Washington plays veteran railroad engineer Frank Barnes. Fresh off a starring role in Star Trek, Chris Pine stars as new conductor Will Colson. Aboard another train, a rookie’s first shift turns into a rescue operation. 

As the 777 races through the Rust Belt, the movie shifts perspectives between Barnes and Colson and their forced partnership, the dopes responsible for losing the train (Ethan Suplee as Dewey and T.J. Miller as Gilleece), the cowboy going after the train (Temple’s Ned), the corporate fixer (Kevin Dunn as Galvin), and the yardmaster (Rosario Dawson as Connie) tasked with orchestrating the rescue. At the controls with Connie is a dispatcher (Kevin Chapman as Bunny) and a federal inspector (Kevin Corrigan as Scott Werner) who picked the most tense day to check in.

Once the 777 throttles into full power, the train nearly pummels a passenger car carrying school kids. Later, it splits a horse trailer caught on the tracks. In the 1206, Barnes and Colson barely avoid the oncoming 777. Barnes sees an opportunity to chase and slow down the monster, and the race is on. 

This and more happens in just 98 minutes. When editor Chris Lebenzon hears that, he’s shocked: “Goddamn, we got it down to that?” Lebenzon worked on nine of Scott’s 19 films, earning Oscar nods for Top Gun and Crimson Tide. There was a simple goal for each movie: Don’t let the audience catch its breath. “Tony always had this mantra, and he’d tell me at the beginning of the movie, ‘Chris, I don’t want the audience to relax,’” Lebenzon says. “[Scott] had gotten better about cutting down his movies. Some directors treat what they shoot as precious material. They’re a bit more attached to it than they should be. By Unstoppable, Tony was like, ‘OK, take it out, let’s get to the essence of it.’” 

Live-action stunts made Unstoppable “the most dangerous movie I’ve ever done,” Scott told Entertainment Weekly at the time. The result, however, was a critical and box office hit. In the States, Unstoppable ran 17 weeks. Adjusted for inflation, the worldwide gross is about $200.3 million—$18 million more than The Taking of Pelham 123 and $20 million more than the Scott fan favorite Man on Fire. 

Successful as it was, Unstoppable is a bittersweet reminder of Scott’s untimely death by suicide in August 2012. Days before, Scott reportedly scouted locations with Tom Cruise for Top Gun 2. The sequel to the 1986 hit was one of many projects Scott was circling. 

“The more projects [Scott] had juggling, the better chance he could get one made,” Lebenzon says. “Tony hated not working. He was always saying, ‘I want to be in production every 18 months.’”

As prolific as he was, Scott was a meticulous filmmaker with incredible energy and loyalty, Unstoppable screenwriter Mark Bomback says.

“Tony had this unique ability to make everyone feel valued by him,” Bomback says. “He was like your mischievous uncle. He always had this grin, but he wouldn’t tap out. He worked harder than anyone on set.”

To date, Unstoppable is a jolt of energy that realistically captures the blue-collar atmosphere as well as the dangers associated with the railroad. It’s perhaps the most intense of Scott’s films, and he nearly didn’t direct it. 

In 2004, producer Julie Yorn approached Bomback with an article about the CSX-8888 runaway train. In what was known as the Crazy Eights Incident, a 47-car train carrying thousands of gallons of toxic liquid phenol rolled out of its Ohio yard in May 2001 after an engineer exited the train to align a railroad switch. The engineer couldn’t reboard the moving train as it gained speed. Multiple attempts to derail the train failed. A spill of the chemicals on board meant potential explosions, second- and third-degree burns, and poisoned ecosystems. Commanding a northbound freight train, veteran engineer Jess Knowlton and relatively new conductor Terry Forson waited for the 8888 to pass, then chased the runaway locomotive. Knowlton and Forson stopped the 8888 by attaching their train to the rear railcar and applying dynamic brakes. 

After reading the article, Bomback pitched a movie that felt like both Jaws and The West Wing. The idea wasn’t to make a Sorkin-esque monster movie but to recreate the energy of the TV show, “intercutting between story lines that were all converging on the same crisis,” Bomback says.

Upon selling the pitch to 20th Century Fox, Bomback wrote the script to near-unanimous praise. “There were almost no notes from the studio,” he says. “Tom Rothman, the head of the studio at the time, called to say it was his favorite script. It had been going too well.” 

Complications started as Fox tried to choose a director. Robert Schwentke (Flightplan, Red) was first attached in 2005, but plans went astray with casting. Martin Campbell (Casino Royale, GoldenEye) came on board in 2007 but couldn’t find a lead actor he liked for Barnes’s role. After Campbell’s exit in spring 2009, rumblings spread that Scott was interested. 

“Everyone was like, ‘He is not going to do it. He just made a subway movie,’” Bomback says. “I remember getting the call from Julie Yorn. She said, ‘Tony Scott loved the script.’”

A self-described “slow reader,” Scott read Bomback’s draft in one sitting. “It’s Speed on speed,” Scott told Entertainment Weekly. “I just flashed through it, and I said, ‘Fuck!’”

To that point, Bomback was optimistic. With Scott attached, though, Bomback grew wary their styles wouldn’t match—that Scott would bring a Top Gun–like machismo to set. Also, screenwriters are replaceable. 

“I knew Tony Scott was a really big deal,” Bomback says. “He was going to be the star of the film in some sense. I thought that this would be the point where Tony is going to come in and say that he hates the script and we need to bring in another writer—that’s where my involvement in this movie would end. It would not have been unheard of.” 

Paranoia faded when Bomback first met Scott in Pittsburgh before production finally started in September 2009. Scott insisted on meeting Knowlton and Forson, too, to establish a more realistic background. Unbeknownst to Bomback, Scott had called the rail workers and flown them to Pittsburgh. At dinner, Scott ordered them the most expensive steaks and wine.

“From that point forward, those were the most important people on set,” Bomback says. “At Tony’s insistence that we include them, he drastically improved the script with all this rich detail and changed these guys’ lives. To have celebrated their heroic act in their absence would have been such a tragedy.”

As much as Bomback feels a sense of authorship, he says Unstoppable is “a Tony Scott film in a very real way.” The main reason is Scott’s attention to detail. Bomback says Scott was “so meticulous about every single aspect of what he wanted on screen.” Scott wanted Bomback on set to consult with Knowlton and Forson, then rewrite bits of dialogue so the jargon matched the feel of the railroad. 

While some directors might be insecure about having a writer right next to them during the shoot, Bomback says, “Tony would say, ‘I like having you here, hearing the dialogue, and you telling me if anything sounds funny. I like having you with me to talk things through.’”  

That’s not to say Scott didn’t have his peculiarities. On set, he wore his trademark faded pink baseball hat and running shorts and chewed an unlit MonteCristo No. 2 cigar. That was nothing compared to his morning routine.

Scott told The Pittsburgh Post-Gazette that every morning he would “bolt upright at 2:30 a.m. and do storyboards to 4:30 a.m. or 5 a.m.” When the crew arrived to set around 7 a.m., Scott “would gather everybody around, and stand in the center, like the ring leader at the circus, on top of an apple box,” effects coordinator Joe Pancake says. “He would go over everything we were doing that day.”

Scott drew how he wanted each scene to look on the day’s pages, then distributed them to the crew. Scott then made his way to the actors’ trailers and repeated the process. The day wasn’t finished until Scott was passing around his choice cocktail: an Ocean Spray bottle with vodka mixed in.

From Suplee’s perspective, Scott never stopped working. Unstoppable was the first time the My Name Is Earl alum worked with the director. Day one on set, Suplee knew the experience was unique as meetings revolved around designing Dewey’s hair: “That was the only time I had ever done a major consultation on hair.” Scott flew in his stylist, and Chapman remembers Scott going through each cast member’s hair, beat by beat. “Tony would say, ‘Take a little more off the top. I wanna see a little more of a flattop. … I wanna see them with longer hair,’” Chapman says. “He had a particular vision for this film from top to bottom.”

Each character had a specific look, including Temple. His Ned is based on a real, ponytail-wearing rail worker. Temple adopted the hairstyle. Costume designer Penny Rose raided Temple’s closet, incorporating orange leather cowboy boots and a ’70s polyester blue suit into Ned’s look. Scott insisted Ned wear a duster coat, too.

“In this movie, I’m a welder, and I’m in a pair of dress slacks and cowboy boots. For some reason, Tony wanted this crazy duster. I said, ‘Yes, of course, I would wear a duster. Why wouldn’t I?’” Temple says. “Tony had that infectious imagination.”

Other costume features like hard hats and yellow vests, which Scott said in his commentary that Pine “hated with a vengeance,” were “part and parcel of the [railroad life],” the director continued. Scott noticed those details while scouting locations: “That’s how I come with authority to build the look and feel of my movies.”

Sporting a freshly shaved head, Washington was immune to the hair-design discussions, but even the Oscar winner had to do his research. He told Den of Geek that he “hit the train, met the guys, learned to drive a train, drove a train myself.” In interviewing Knowlton and experiencing life on the train tracks, Washington gained respect for the job. 

“There’s nothing average about someone who can control a 100,000-ton machine. … I’m the average guy,” Washington told Collider. “Everything on a train hurts. You can step on something or hit your knee. … It was dangerous all the time.”

For all the background Scott infused into Unstoppable, he also relied on his intuition. 

“Some people might ask, ‘Why do you cast in this way?’ or ‘Why did you do the reprise at the end?’” Scott said in his commentary. “A lot of directors can articulate this with all this bullshit, but the true reason you do stuff is gut instinct. It’s what I’ve done my whole life.”

As Bomback took notes on his script on set, Scott sat beside him, scribbling details about the direction of the 777 in relation to the rest of the characters. 

“[Scott] knew the movie was only going to work if it had this sense of pulling into real-time pacing,” Bomback says. “We wanted the structure to feel like it’s getting more and more propulsive as it proceeds.”

Unstoppable has three key characters: Colson, Barnes, and the 777. To capture that and the surrounding struggles, Scott asked the studio for more cameras and fewer takes. Rehearsals? The director would laugh at the thought. Suplee couldn’t remember any rehearsals. Once the cameras were dialed in, Scott was “capturing stuff that I was not even aware of.”

Though each scene had at least three cameras capturing typical wide, medium, and closeup shots, Scott was known for adding even more cameras. That’s why Washington nicknamed Scott “nine-camera Tony.” On Unstoppable, running 12-15 cameras during certain sequences wasn’t out of the question.

Even seemingly static scenes shot in an office building used complex camera setups. Dunn says, “Cameras were two rooms away behind glass on dollies,” capturing a 360-degree-type shot. “[Scott] said, ‘There’s really no place you can go in your office where I can’t get you.’”

In an early scene focused on the control tower, Scott used a NASA Hubble lens from 300 yards away. Chapman says Scott “was a speck at the other end of a field” and used a walkie-talkie to direct. 

On action sequences, cameras operated from inside, on top, and underneath trains and from helicopters—all working in specific ways. Bomback remembers watching Scott’s process when sitting behind monitors on set, seeing the different camera angles at once. 

“One guy is handheld, barely finding focus. Another is doing these very dramatic zooms,” Bomback says. “Tony embraced the chaos of running 10 cameras at a time.” As much as luck could play a role, Scott “knew his tools, and the story held together.”

The enormous shoot intimidated Suplee at first. Unaware cameras were rolling around him, Suplee heard Scott yell through a bullhorn, “What the fuck are you doing?”  

“It was a game for me to try and spot hidden cameras,” Suplee says. “They were off in a bush, on the rooftop, in a building, on the trains. …The setups were the most elaborate I had seen.”

That method comes from Scott’s background in commercials. The director wasn’t concerned with how the footage would come together. “He’s getting it while he’s there with all the cameras,” Lebenzon says, estimating Scott shot 30,000 minutes of footage for Unstoppable.

Though most footage would be cut, Scott gained a reputation as an actor’s director because of that style. On Domino, Temple learned quickly that “the camera was going to cover bad acting. You learned to show up on set, ready to draw your weapon and perform.” 

Dedication to details, enthusiasm, and a willingness to roll with spontaneity created an ideal world for the cast. By the time Chapman started on Unstoppable, he had already worked with directors like Lasse Hallstrӧm, Clint Eastwood, and Alejandro Iñàrritu. Nothing compared to the reaction Chapman saw after improvising a line to Dawson. Scott began jumping up and down. “Tony’s going, ‘Yeah, Bunny, give me more of that,’” the actor says. “I looked at Rosario and said, ‘Is this his first film?’”

Without that spirit, Bomback says Unstoppable could have been a tense set, but “everyone got a kick out of Tony. Everyone felt very privileged to be working with him. That’s a rarity in Hollywood.”

With a $100 million budget and relying largely on practical effects, Unstoppable was one of the most logistically difficult shoots of Scott’s career. 

Exteriors with trains were shot from fall to winter in 2009 in small-town locations across western Pennsylvania, eastern Ohio, and northern West Virginia. The economically depressed towns reminded Scott of his northern England hometown and added to the story’s struggle between nepotistic newcomer Colson and old-timer Barnes. 

Washington told Den of Geek that one town had 70 percent unemployment, and the actor noticed “all the steel mills up and down the Ohio river standing empty. … [The townspeople] said it’s become a place you want to be from, not where you want to live.”

Though the scenery matched the story, Scott had to keep an eye on the progression of the seasons’ changing for continuity’s sake. The shoot started in September with full autumn colors, and Scott says in his commentary that production finished before Christmas with “no leaves on the trees at all. We had to compensate so we moved to a full-on industrial location for the last sequence so you’re not aware of those trees.” 

Scott had to also mind how many miles of track he had access to. Some locations featured 10 miles of track. There, he could average three takes, which would suffice with all the cameras he deployed. Other tracks, like a 2.5-mile stretch for the final sequence, had to be rebuilt and repaved by the railroad company. 

If marks were missed, a reset took at least 40 minutes as trains were disassembled, loaded on flatbed trucks then brought back to the start of the track. “Scheduling was a nightmare,” Scott said in his commentary. 

Trains were leased, customized, and brought to set by semitruck. For a signature derailment sequence, Pancake, stunt coordinator John Frazier, and the crew built functional trains from scratch that weighed 25,000 pounds each. 

A mid-movie derailment and grain storm were the most difficult stunts because of their scale. During the former scene, engineer Judd Stewart (David Warshofsky) attempts to lash two locomotives against the 777. As Stewart tries to slow down the train, another rail worker is harnessed down from a helicopter to land on top of the train and take control of the 777. Spoiler alert: Shit goes wrong.

For the scene, Pancake’s customized trains featured pressurized cylinders inside that would shove down at the push of a button and flip the train on its side. Pancake knew the derailment was an “oh shit” moment.

“When you draw it up on the bar napkin, it’s like, ‘Yeah, we can do that,’” Pancake says, adding that the derailment had been untested. “You sober up the next day, and you go, ‘What the hell?’”

By the way, the derailment was Pancake’s first time driving a train, which was going 60 mph. However, on a scale of 1 to 10, he rated the danger level at a 5. Inside the train were escape hatches and harnesses: “I was more protected than NASCAR drivers,” he says.  

The derailment was the first of its kind, shot live-action in one take. The resulting explosion was also shot in one take three days later. During those days in between, Scott said in the commentary that he was stressed: “The weather was horrendous. The light was underexposed. I’m terrified of not hitting my mark.” But both shoots went according to plan. 

When composer Harry Gregson-Williams saw the derailment in post-production, he asked Scott, “How the bloody hell did you make it look like that?” Without pause, the director replied, “I didn’t make it look like that. I derailed that train.”  

On the page, the grain storm as the 1206 reattaches to the 777 read as “cereal action sequence.” Scott envisioned grain constantly blowing on Pine and Washington. Each day the grain storm was shot, Pancake used an entire 53-foot semitruck load of rice puffs. In total, he “went through about 10 semitruck loads.” In an interview with Collider, Pine asked, “Who knew cereal could be such a pain in the ass?” 

Rice puffs were the least of Pine’s problems, stunt-wise. He and Washington did about 75 percent of their own stunts, Pancake estimates. Though Washington had seven stunt doubles, he overcame his fear of heights, running on top of a 50 mph train “like a fool,” he told Collider.

Even by 2010’s standards, Pine’s leaps to reboard the 777 in the finale would normally have been filmed by a double against a green screen. On Unstoppable, the 10-foot jump took longer to capture without special effects. “On the first jump, [Pine] missed,” Scott said in his commentary. “He nearly came unhinged.”

Watching from the sidelines was just as hairy. On set in Pennsylvania, Dunn marveled at camera setups around the train’s engine. “The grip would be pushing that camera around and around the engine while the train was moving,” Dunn says. “There were a lot of guys hanging on to that camera dolly.”

Temple still remembers the mesmerizing power, watching the 777 blow through an empty horse car. As the train and helicopters blazed by, Temple says, “it felt like I was king of the world.”

“The old saying goes, ‘There’s nothing worse than a first cut.’ It was very true with Tony’s movies,” Lebenzon says, adding that the initial version of Unstoppable ran 40-50 minutes longer than what was released. “There was a lot to juggle. We just had to work it, but Tony never lost faith.”

Lebenzon had taken an amicable, extended break from working with Scott after 1998’s Enemy of the State. When approached to work on Déjà Vu, Lebenzon agreed, on the condition that it wouldn’t be anything like Domino. “It wasn’t just the camerawork. It was the editing, all the jagged cuts and treatment on the film,” Lebenzon says. “Tony said, ‘Oh no, man, I’m done with that.’”

Lebenzon calls Scott “my guy.” Their relationship was constructive even when they butted heads. Lebenzon made sure the story was intact, even as Scott didn’t mind sacrificing minor points for a visual. Presenting cuts to studio heads, “Tony took responsibility for the cut,” Lebenzon says. “It’s a renegade business now, but Tony was very much the captain of the ship and the boss.” 

Scott was as hands-on with the editing as he was with music. Gregson-Williams collaborated with Scott on movies including Enemy of the State and Unstoppable. They met while Gregson-Williams was assisting Hans Zimmer on Scott’s 1996 movie, The Fan. 

Gregson-Williams compared working with Scott to climbing a mountain. More conventional scoring starts with filmmakers passing the script to a composer, who creates sketches of music. With Scott, Gregson-Williams reverse-engineered a score in post-production. 

On Unstoppable, Gregson-Williams started with more emotional moments. One cue titled “Frank’s Story” is full of soft synths, drums, and guitars as an ashamed Barnes discusses his life. For more intense scenes, Gregson-Williams was told to “hit the music like a ton of bricks.” 

Working with Scott was an intense, mathematical process. Gregson-Williams knew he had to be on call 24/7 for the duration of post-production. For all those challenges, the composer reveled in it: “Tony had me 100 percent.”

Released on November 12, 2010, Unstoppable gave Scott his best reviews since 1995’s Crimson Tide. In the States, it was Scott’s biggest financial success since 1998’s Enemy of the State. Scott was back in a big way, as he was attached to 15 projects. Not only was he attached to Top Gun 2, but Christopher Nolan wanted Scott for Man of Steel. Scott teased remakes of The Warriors and The Wild Bunch. He was also linked to adaptations of John Grisham’s The Associate, Mark Millar’s comic book Nemesis, and the TV show 24. Lucky Strike, an action film with Vince Vaughn starring as a DEA agent who teams up with a drug runner to take down a cartel, was in development along with Potzdamer Platz, a mob story set in New Jersey starring Mickey Rourke, Javier Bardem, and Jason Statham.

After Unstoppable, talks resumed on Hell’s Angels, a passion project Scott had been developing for a decade. Rourke would play real-life Angels leader Sonny Barger. Scott Frank was rewriting the script. 

Pancake remembers discussing Hell’s Angels with Scott on the set of Déjà Vu. Scott met with Barger in Las Vegas, seeking permission to make the movie. Pancake laughs at the image of Scott chewing on a cigar, talking with biker dudes. Lebenzon wasn’t surprised by the story. 

“Tony had that kind of invincible spirit,” Lebenzon says. “He’d go rock climbing on the weekend and hang off Yosemite. That was his way of relaxing. He wasn’t afraid of anything. He was like [General] Patton, but with a little more heart.”

While talk of Hell’s Angels halted, Fox fast-tracked Scott’s drug-running nautical thriller Narco Sub in late 2011, with Bomback rewriting the script. Like with Unstoppable, Bomback thought the script was finished, when Scott called with a new source to interview. 

However, none of these projects came to light. On August 19, 2012, Scott died by suicide, jumping off the Vincent Thomas Bridge in Los Angeles. Tributes quickly poured in from Washington, Cruise, and Gene Hackman. Corrigan wrote about his experiences with Scott for The Huffington Post. 

“There are enough people, within and without the acting community, who couldn’t care less about the needs of an actor … but Tony Scott was the opposite,” Corrigan wrote. “That devilish smile was all about you. … He loved actors.”

Like Corrigan, other Unstoppable costars loved Scott’s appreciation for their craft. Chapman’s role in Unstoppable had been bigger on the page. Due to scheduling constraints, some scenes were cut. Chapman didn’t mind, because “Tony said, ‘I know this wasn’t the role you signed on for, but I appreciate you being a professional about it, and I’m not going to forget you,’” the actor says. “That’s all it took. I always respected that.”

On set, Chapman felt like he was “being invited to a family function,” that if he did a good job, he may be invited to the next reunion. “Tony was one of those filmmakers who liked having people around him that he knew he could count on.”

At the wrap party, Scott gave Chapman, Bomback, and others copies of script pages with the director’s storyboards drawn in the margins. Bomback still cherishes his set of storyboards. Since Unstoppable, Bomback has written Dawn of the Planet of the Apes, War for the Planet of the Apes, and this year’s miniseries Defending Jacob. Today, Bomback considers Unstoppable the inflection point of his career.

“There’s stuff I wrote before Unstoppable, and there’s stuff I wrote afterwards,” he says. “Unstoppable was the first script I wrote that I felt like, ‘This is what I should be doing for a living.’”

Temple calls Scott “one of the last lions.” Similar to Unstoppable fan Quentin Tarantino, Scott directed huge productions unlike anything else at the cinema. Working for Scott was like working “for Willy Wonka,” Temple says. “He was a joyful force of nature. There wasn’t anybody on set—not one person—who wouldn’t give their all for Tony.”

When Dunn finally got his chance to work with Scott on Unstoppable, “it was everything I expected and more,” the actor says. “[Scott] was such a bright light. It was the type of experience that validates your decision to be an actor. I never knew anyone who grumbled about working with Tony Scott. It was pure joy.”

Had Gregson-Williams never worked with Scott, the composer wouldn’t know how to look back on the last 20 years of his career. In the composer’s Los Angeles studio is a picture of Scott kissing him after the premiere of Déjà Vu. Thinking out loud, Gregson-Williams still can’t believe he was a part of Scott’s movies. 

“People don’t make films like him,” Gregson-Williams says. “I love Tony’s films. I mean, is there anything more insane on the planet than Domino? It’s an extraordinary piece of filmmaking. I wish he was around, still making them.”

Matthew Sigur is a writer, musician, and comedian based in Chicago. 

Matthew Sigur