Tillman's next big hit was his film, "Men of Honor", starring Oscar-winning actors Robert De Niro, and Cuba Gooding Jr. Tillman was inspired to do this film after seeing F. Gary Gray in "The Negotiator" (1998) because he realized there were little to no opportunities for African American directors to work with big time stars and he wanted to change that. When Tillman first got his hands on the script while he was editing "Soul Food", he was very impressed by it. "I think a great script is when you have a great other world—a world that other people can explore and other people don't know about—and that script had that."