begins walking toward the flagpole in order to raise it. An increasingly unsettled Winter tells Irwin, "You will not raise that flag upside down," but Irwin continues walking, despite Winter's orders to cease and desist. Seeing that Irwin is ignoring him, Winter orders the shooters to fire on Irwin, but they do not. He orders them repeatedly, trying to stop Irwin from raising the flag upside down, but after Winter's men, including Captain Peretz, disobey his orders and refuse to kill Irwin, Winter fatally shoots Irwin in the back as he lifts the flag. As his life ebbs away, Irwin continues to raise the flag. Peretz places Winter under arrest for shooting Irwin. The prisoners, now standing again, begin to salute the flag. Astonishingly, Winter notices that Irwin has actually raised the flag correctly, meaning that he had shot Irwin fruitlessly. The flag flies above the prison's walls as General Wheeler arrives. Colonel Winter is led away in handcuffs. The inmates build a new wall as a memorial to their fallen comrades. Aguilar and Irwin's names are among those carved onto the castle's wall. Cast Robert Redford as Lieutenant General Eugene Irwin James Gandolfini as Colonel Ed Winter Mark Ruffalo as Sam Yates Delroy Lindo as Brigadier General Jim Wheeler Steve Burton as Captain Peretz Paul Calderón as Sergeant Major Dellwo Samuel Ball as Duffy Jeremy Childs as Cutbush Clifton Collins, Jr. as Corporal Aguilar Brian Goodman as Beaupre Michael Irby as Enriquez Robin Wright as Rosalie Irwin, the general's daughter (uncredited) David Alford as Corporal Zamorro Production The film was shot mainly at the 103-year-old former Tennessee State Prison in Nashville, which had previously been used for filming in The Green Mile and Last Dance, and was chosen because of its Gothic and castle-like appearance. The state of Tennessee offered to provide the location rent-free, with exemption from the state's 6 percent state sales tax. James Gandolfini earned $5 million for co-starring in the film after finishing the third season of The Sopranos in March 2001. A crew of 150 worked on refurbishing existing buildings and constructing new buildings in a time limit of nine weeks. A wall long and high was built, serving as the prison's entrance. A metal walkway and two towers were also built as vantage points for the guards. The film required an office with a large window through which the warden could watch the