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— by Larry Carroll

Let's all take a deep breath and recite the sports-movie formula together, shall we?

Start with a down-and-out team, add a troubled coach/player with personal demons and surround him with plenty of comic-relief teammates. Put in a few musical montages as the team starts playing well, insert a sudden adversity to overcome (death, heartbreaking loss, failed relationship), and then have the main character score the winning point in the final moments as the music swells. Bingo! You've just made $100 million.

Matthew McConaughey, Matthew Fox and "Charlie's Angels" director McG have been around Hollywood for a long time and know such trappings all too well. That's exactly why, when it came time to make "We Are Marshall" (which hits theaters December 22), they sought out a script that uniquely emphasized feeling over formula.

"It's about a plane crash that occurred on November 14th, 1970, where a team was lost, along with [a lot of] leaders in the community, while coming back from a football game in North Carolina," the director said. "They were on the way back home to Huntington, West Virginia, and they were on the approach. They came up a little short and they caught the trees and unfortunately everyone onboard died that night."

From this grim setup, "Marshall" begins not as any other sports movie, but as more of an independent film dealing with complicated human emotions. Because, as McG and crew envisioned it, the story of Marshall University wasn't about winning or losing — it was about survival.

"There was a lot of talk about what to do," the director said of the real-life situation faced by the fans, friends and family of Marshall's "Thundering Herd" after the shocking tragedy. "It was very reminiscent of 9/11 or Katrina — should we rebuild, or should we just take a moment of silence and figure out what the best course of action is? Ultimately, it was the spirit of the community — the students in particular — that wanted to rebuild [the] program."

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As a result, "Marshall" might not appear on the surface to be as slick as "Any Given Sunday" or "Crossover," but it actually packs a rare relevance for a three-decades-old story. "Yes, it's a football movie," McG said. "But it's really a movie about human beings, and a study of grief and how we find our true character in our darkest moments."

"The story hit me first," McConaughey remembered. "A great story, well-written by Jamie Linden. It was the first script I'd read in 10 years that, when I finished it, I shut it and said, 'No matter what, however we can do it, I want to be a part of it.' And I wanted to be this coach, Jack Lengyel."

And so the "Sahara" star took on the role of the young coach determined to rebuild Marshall's football program. Fox, meanwhile, connected with the part of the haunted assistant coach, Red Dawson, who is dealing with the guilt he feels from having skipped the doomed flight.

"I never heard about the actual event until I read the script and met McG," Fox said. "Shortly after that I got to spend some time with the real Red Dawson. He has, for 35 years, been so deeply affected by this — there are moments that it deeply rises within him. He sort of has to let it pass and deal with it for a moment, and then he would be back right there with you."

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Fox, currently the star of one of TV's biggest shows, "Lost," said it's a complete fluke that he picked another project revolving around a downed plane. "I never really made the connection," he said of the airplanes. "Jorge Garcia, who plays Hurley on the show, when he found out that I was cast for 'We Are Marshall' automatically sent me an e-mail saying, 'What's your deal with plane crashes?' "

"The story starts off with the crash, but the [film] takes place during the healing process," McConaughey chimed in. "What happens after that loss? Which, for me, is when my character comes in — he's part of that process. He's the outsider who comes in and coaches this team and through the game of football — which is the metaphor — the team comes together and the community comes together."

When the cast and crew went to shoot the movie at the Marshall University campus in the real tragedy-ridden West Virginia town, they found emotions still run high. "Everyone in that town is somehow connected to the crash — whether it's by bloodline, friendship or just the lore," McConaughey said. "Even if you're not from Huntington, if you're just moving to Huntington, [you feel it]. We moved into Huntington for however long we were there, and we knew we were part of that lore — that's what the town is based on, and it's the common denominator everyone is related to."

"The one thing that you immediately feel when you go to Huntington and you start spending time with the people who live there is that everybody is deeply affected by what happened in 1970," Fox added.

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And much like the events of 9/11 or Katrina, no story should be told without the real ending, which doesn't require a touchdown, last-second slam dunk or home run. The community did indeed hold on, and it was worth it.

"Cut to 36 years later," McConaughey grinned, "and the program's more than alive — it's thriving."

"They had some tough years through the '70s and the '80s," McG said of the real-life rebuild. "But by the time the '90s came along, it was Chad Pennington and Randy Moss, and the winningest program in the NCAA. Now, if you look back at it in 2006, everybody in Huntington, West Virginia, is awful proud that they went forward with the football program."

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