Enlarge Warner Bros. Entertainment Living life to the fullest: Jack Nicholson and Morgan Freeman play two terminally ill men who set out to complete life's to-do list in The Bucket List.  YOUR 'BUCKET LIST' What five things would be on your "bucket list?" E-mail USA TODAY spirituality, religion and ethics reporter Cathy Lynn Grossman at cgrossman@usatoday.com with your answers, name, age, hometown and daytime telephone number.

One, he could stay below in the cabin of the sailboat he was navigating to Bermuda with his wife, radioing for help that he knew would never come in weather so severe it had pummeled the boat to its side.

Or two, "I could go out there and try to change things myself."

He changed things. On that voyage 28 years ago, Freeman, then a journeyman actor still trying to crack the film business, managed to right the boat — and himself.

The experience informed about everything the 70-year-old does.

He loves to fly, so at 65 he took lessons and bought a plane, a Cessna he pilots to sets. He loves the blues, so in 2001 he opened the Ground Zero Blues Club in Clarksdale, Miss., featuring live music in the heart of the Delta near where he was born.

And he loves the movies. He began in television and was typecast as a street thug in his early films. Over the years, though, he has managed to become Hollywood's voice of moral authority, playing God and the president and providing the erudite voice-over of just about any film he wants.

"When I look back on that trip, I'm grateful for it," he says from the helm of a 34-foot sailboat he has taken for a leisure cruise in Santa Monica Bay, along the Los Angeles shoreline. "You can't just go hiding and hoping that something is going to save you. The only way you can measure your life is by testing it."

Fitting, then, that he plays opposite Jack Nicholson in The Bucket List, which opens Christmas Day in limited release before rolling out nationwide Jan. 11.

The story of two terminally ill men who decide to complete life's to-do list before kicking the bucket struck a chord with Freeman, who has been keeping his own bucket list for years.

First on it: Break from the poverty of the cotton plantations of Greenwood, Miss., one of the nation's poorest regions and near the birthplace of Muddy Waters. Then it was to somehow turn a life in the U.S. Air Force into an acting career.

Done and done. You would think that after four children, scads of grandchildren, a marriage of 23 years that's still going strong, an Oscar, three other Academy Award nominations, a boat, a plane and a flush bank account, there would not be much left on Freeman's life to-do list.

You'd be wrong.

"If anything, it gets longer," he says. "What keeps you going if you don't have a bucket list?"

Robert Duvall chuckles at the energy of his longtime friend.

"I wouldn't bet money against Morgan not doing something he sets his mind to," he says. "That's a good way to get poorer."

Teaming up with Nicholson

One of the items on Freeman's bucket list had been to work with Nicholson. The two had known each other for years, usually catching up at Oscar ceremonies.

"How do you not want to work with the guy?" Nicholson asks. "I've managed to have some success in my time. But that man is too cool for his age. I'm still not sure I believe he's 70.

"There aren't many people I haven't worked with that I've wanted to. So we promised we'd do something together."

But those are typically empty pledges in Hollywood. It wasn't until Rob Reiner agreed to direct The Bucket List — on one condition — that the opportunity finally came.

"I know Jack is usually the make-or-break actor for most movies," Reiner says. "But I just couldn't picture anyone but Morgan and wouldn't do it if he wouldn't."

In The Bucket List, Freeman plays Carter Chambers, a well-read mechanic who has spent most of his years providing for his family when he discovers that his cancer is terminal.

"In a lot of ways, there's a part of Morgan that was already in that character," Reiner says. "Carter doesn't have much time to enjoy life, and Morgan was something of a late bloomer."

At 50, he got his breakout role in movies, playing a murderous thug in 1987's Street Smart. The role earned him an Oscar nomination for best supporting actor.

"For a while, all they wanted me to do was play pimps," Freeman says. "Hollywood likes you to play the role you just did. Your job is to prove them wrong."

And Bucket was that opportunity.

"I'd love to play a criminal again, just to shake it up," he says. "You can't really complain about playing God (as he did in Bruce Almighty and Evan Almighty) or the president (Deep Impact), but no one wants to be pigeonholed."

Still, it could be hard to shake what has become his reputation both on and off screen, Reiner says.

"There's something Zen about him," Reiner says. "Jack was tinkering with the script every day. He'd rewrite a scene the day of shooting and hand it to Morgan. Morgan would look at it, grin, and say, 'No problem.' I can tell you that practice doesn't work with all actors."

Even Nicholson caught himself trying to impress Freeman.

"Let's just say I don't sleep a lot at night, and I'd be up writing trying not to give myself the best lines," Nicholson says. "Morgan is a man you don't want thinking you're an (expletive)."

Nicholson must have hit the right balance. On the final day of shooting, he asked Freeman, "We're not going to hug, are we?"

Freeman would have nothing of it. "This has been a dream for me," he told Nicholson, reaching out for his co-star. "Likewise," Nicholson responded as the two embraced, and the crew broke into applause.

"That," Freeman says, "is why you make a bucket list."

Son finds a father

"Anything I can do?" Alfonso Freeman calls to his father from the cockpit of the sailboat.

Alfonso, 48, concedes it's a half-empty offer; he doesn't know much about sailing. But he also remembers a time when he couldn't ask his father anything.

Alfonso plays Morgan's son in Bucket and for 21 years lived a life similar to a character in the film. In the movie, Nicholson's character is long estranged from his daughter.

Born out of wedlock, Alfonso didn't know who his father was for years.

"I grew up watching The Electric Company and Easy Reader," the television character Freeman played early in his career. "I had no idea that was my dad."

He would learn his father's identity years later and began corresponding with him when he was 19. At 21, he got a surprise knock at the door of his Los Angeles home.

"I opened it, and there's Morgan Freeman," Alfonso says. "At first, you get all those emotions. The anger, the wondering why he wasn't there. But then all you can do is hug. I mean, he's my dad."

Morgan Freeman's memories of those years are bittersweet.

"He picked a lot of bones in those first years after we met," he says. "My answer to him was that we wouldn't have been where we are today if I had given up on what I wanted. I would have been an angry man, and we would have all been worse for it."

Freeman says he knew he wanted to act since he was a child but was never sure of the road there. He joined the Air Force because of what he'd seen in movies, but left after his enlistment period once he realized he wanted no part of real-world violence. He headed to Hollywood and landed television roles, most of which he hated but took for the money.

He began to spiral. He drank heavily, fathered two children out of wedlock and auditioned for countless film roles he never landed. He briefly considered giving up on the business and heading back to Mississippi.

Instead, he gave up drinking and stepped up his auditions until he began landing bit roles in the early 1980s and, finally, Street Smart.

"I wasn't going to let that opportunity slip by," Freeman says of the film with Christopher Reeve. "It's the same reason I go out to sea or fly. You've got to go meet yourself and see what you're capable of. Facing those adversities gives us the opportunities we have today."

Opportunity being the key word. Even when it comes to family, Freeman doesn't believe in free rides.

"I told Morgan that I was thinking about casting Alfonso in the movie," Reiner recalls. "Morgan said he thought he'd be good for the role but that he should audition like everyone else and not be given special treatment."

Favoritism, Freeman says, "just stops you from facing what you really have deep down. Why work for what you want if you're being carried along?"

Still on the list

So what does Freeman still want?

Pulling back into the Marina Del Rey harbor, he ticks off a few of the items remaining on his bucket list: to work with William H. Macy, produce a movie that wins the best-picture Oscar and pilot a Sino Swearingen jet, a charter-size plane capable of flying at nearly 600 mph at 40,000 feet.

So he signed on to do The Lonely Maiden, a heist picture with Macy due next year.

He's reading scripts that seem Oscar-worthy "and have something factual to say, like Glory," the 1989 film about black Civil War soldiers in which he starred and of which he is most proud.

"I'd like to win an Oscar for a movie about something history has omitted. Namely, my people."

And the jet?

"It's on order," he says. "I should have it by spring."

Enlarge By Robert Hanashiro, USA TODAY Smooth sailing: Morgan Freeman, who stars with Jack Nicholson in The Bucket List, sails his boat on California's Santa Monica Bay, along the L.A. shoreline.