"There were literally explosions going left and right, machine-gun fire zippering down the field, we had men running, people dying, it was just chaos," Pepper says, "and I had to run up and throw this hand grenade into this bunker and it was going to explode.

"So I was going through the paces with Clint saying, 'OK, now, just to be clear, is that explosion going off here¿' Because nothing was marked."

Recalling Eastwood's response, Pepper adopts the director's trademark rasp: "We've come this far," Eastwood said. "Let's not ruin it by thinking."

Such is Eastwood's minimalist approach. For any scene, the two-time Oscar winner rarely does more than two takes. He doesn't coach his actors, instead adopting the philosophy of his idol, John Huston, who expected performers to deliver when the cameras rolled.

Flags of Our Fathers, which opens Friday, tells the World War II story of the Americans who raised the flag on Iwo Jima and were immortalized by the famous picture atop Mount Suribachi. Eastwood will follow Flags of Our Fathers this spring with Letters From Iwo Jima, which shows the battle from the Japanese perspective.

As Eastwood takes on his latest challenge, directing two movies back to back, the youngish actors in Flags of Our Fathers marveled at how smoothly Eastwood, 76, runs a movie.

"The first couple weeks on set, generally on a $90 million war epic, the chaos factor is going to be massive, the potential is there," says Pepper, who plays Marine Sgt. Mike Strank, a flag-raiser killed in the battle. "Yet when Clint would speak, he never raised his voice beyond that almost inaudible raspy wonderful voice he has, everyone within earshot for like 100 yards, the din of work would just drop.

"It was awesome just to watch, tanks and hundreds of cast and crew, and uniformed men and machine guns and explosions, everything would just drop down," Pepper says. "Clint would talk, the next move would be parlayed and the noise on set would rise back up like a ripple effect. And I've never experienced that."

Jesse Bradford, another young actor in the cast, was a bit thrown by Eastwood's one-take technique.

"It is (unnerving) a little," says Bradford, who plays Marine Rene Gagnon, a surviving flag-raiser who was sent on a War Bond tour after the photo ran in newspapers from coast to coast.

"You get used to it pretty fast, and it forces you to be extremely on your game, and it forces you to take a stance of 'I'm going to rehearse this at home 20 times the night before' instead of 'We'll work it out in rehearsal on set' . . . it probably made me a better actor."

Adam Beach, who plays famous flag-raiser Ira Hayes, an Arizona Pima, says Eastwood continually amazed him.

"When you work with him, you think, what's so great about this guy¿" says Beach, a Native American who also played a Navajo code talker in Windtalkers. "And the greatness about him is just he is just a guy. He's as humble as you get. For a man who carries so much on his shoulders and has so much over the years . . . he's like the invisible man." Beach remembers Eastwood sneaking up on him during one water shoot.

"All of a sudden a boat pulls up, and you look and it's him dressed in fatigues with the camera and he's about to leap on the boat," Beach says. "Some of the actors and guys go ('Let me help'), and he's like 'Get out of here,' and he pulls up his long legs, carrying this heavy camera like it was nothing . . . and he comes up and you're looking at him, going 'Dude, you're not supposed to be doing that.' "

Eastwood has aged with a grace equal to his sea legs. He spent his early acting career playing such icons as the Man With No Name and Dirty Harry, but many of his recent films - Unforgiven, Mystic River, Million Dollar Baby - demystify the hero and de-glamorize violence.

"I think as I've matured in life, if that's a way of saying aging, I've reached to different stories . . . that were appealing to me," Eastwood says. "Maybe they were appealing to me as a young man, but the pressure was on as a young man."

Eastwood describes the past few years as "retreating to the back side of the camera." "I just felt it's time to address a lot of different things that maybe were closer to me rather than fantasy characters that I might have been involved with," he says. His return to reality also explains the muted colors of Flags of Our Fathers. "I just didn't want to glamorize it with a Wizard of Oz, three-stripe Technicolor glow," Eastwood says. "I wanted it to be more of what it is."

Flags of Our Fathers producer Robert Lorenz, who has worked with Eastwood for 12 years, says the director has reached a point where he has all the money and fame he'll ever need.

"It's just a really pure sense of what he wants to do and what is stimulating or interesting to him," Lorenz says. "And if the stories appeal to him, (then) that's what he wants to do, nothing else."

But Lorenz cracks a smile at the idea that there's "no ego" on an Eastwood movie. "I noticed a lot of people say there's a lack of ego on a Clint Eastwood set, and there's some truth to that, but I also point out that there is an ego and it's Clint's," Lorenz says, "and everybody understands that and respects that and so there's not this fighting you have going on on other sets, and so therefore he's the leader, and he sets the tone and the pace, and he doesn't display that ego."

Ego notwithstanding, Eastwood's cast seemed uniformly in awe of the director, who gained even more respect at a dinner party hosted by Ryan Phillippe. The actor plays Navy Corpsman John "Doc" Bradley, whose son wrote the book upon which the film is based. "The guy's an icon, a legend, (but) after awhile you do get comfortable enough with him that you feel like you can invite him over," says Phillippe, who is married to Oscar-winner Reese Witherspoon (Walk the Line).

Eastwood stayed until 2 a.m. and ended up settling behind the piano. Beach recalls what happened next: "Dina, his wife, says, 'Hey Clint, can you play these guys a song that you're making for the movie¿' And I stopped, and I was like, 'He's writing the music for this movie¿'

"He says, 'Adam, this is something that I'm putting together for when Ryan is walking among the dead bodies,' closes his eyes, and you could tell his spirit and soul is in it, and he plays this music, and when you hear it for a couple of seconds, you just want to cry." Adds Phillippe, "It was just an amazing moment in my life, really, to have Clint Eastwood in your home playing piano."

Eastwood lives in the moment, seems undaunted by any setback and can turn any situation into a positive, Lorenz says.

"He embraces everything," Lorenz says, recalling a day when 500 extras and a complement of fighting vehicles were confronted with rain. The director moved cameras to another location to shoot a dream sequence.

"The rain let up in a few hours and we went back and continued on," Lorenz says. "I mean, nothing's a problem with him, it's always an opportunity."