He is the anti-dog commando.

But the day he offers to babysit his beautiful neighbor’s (LESLIE BIBB) son, Gordon meets his match: a crime-fighting super dog that has just escaped from a witness protection program with local mobsters and his concerned owner, FBI agent Murdoch (MICHAEL CLARKE DUNCAN), in hot pursuit. When the runaway canine seeks refuge in Gordon’s mail truck, it’s the beginning of a wildly comic adventure that leads to some unexpected transformations for both man and dog.

"See Spot Run," starring David Arquette, Academy Award-nominee Michael Clarke Duncan and Leslie Bibb, is directed by JOHN WHITESELL (TV’s "Cosby" and "Roseanne") from a story by STUART GIBBS & CRAIG TITLEY and GEORGE GALLO, screenplay by George Gallo and DAN BARON & CHRIS FABER. Included in the cast are JOE VITERELLI ("Analyze This"), ANGUS T. JONES ("Simpatico") and STEVEN R. SCHIRRIPA ("The Sopranos"), with ANTHONY ANDERSON ("Me, Myself & Irene") and PAUL SORVINO ("The Family Man."). ROBERT SIMONDS ("The Waterboy," "Big Daddy"), TRACEY TRENCH ("Corky Romano," "Ever After") and ANDREW DEANE (the CBS miniseries "Joan of Arc") are the producers; JOHN KOUSAKIS (TV’s "Millennium" series) and IRA SHUMAN ("The Waterboy") are the co-producers; MICHAEL MILLER and BRUCE BERMAN ("The Matrix") are the executive producers. CARA SILVERMAN is the editor, MARK FREEBORN is the production designer and JOHN BARTLEY, A.S.C, C.S.C., is the director of photography. "See Spot Run" will be distributed worldwide by Warner Bros. Pictures and, in select territories, Village Roadshow Pictures.

This film has been rated "PG" by the Motion Pictures Association of America for crude humor, language and comic violence.

"David is somebody who could essentially be the Buster Keaton of our generation, given the right movie," Simonds continues, "and I believe this is the movie. It’s much more of a physical comedy than anything else that’s in the marketplace."

For Simonds, Whitesell was as obvious a choice to direct the film as Arquette was to star. "He is one of the top comedy people in the business," says Simonds. "He’s the guy you go after if you want to get your pilot on the air. I was really impressed with his take on comedy and also the way he talked about the script."

It was the script that first attracted Whitesell to the project. After the FBI repeatedly thwarts the plans of mob boss Sonny Talia, thanks largely to the efforts of hot-shot canine Agent Eleven, Talia is determined to have his revenge and puts out a contract the dog, that is subsequently placed into a witness-protection program for his own safety. When Talia’s hit men try to kidnap the dog en route to its safe house, Agent Eleven is forced to take matters into his own paws and he ends up ducking for cover in the nearest available refuge – Gordon’s truck.

As to Arquette’s casting in the role of the exuberant and somewhat childlike Gordon, Whitesell fully supported Simonds’ instinct. "David’s got this sense that he’s still a kid growing up, and I think that’s why he’s right for Gordon because that’s who Gordon is -- a guy who hasn’t really grown up yet and has this whole bravado about life."

Producer Tracey Trench, who is also a principal in Bob Simonds’ production company, says, "Our company looks for great comedic actors to build a concept around, as Bob has done with the Adam Sandler films. This comedy already existed in the form of a script and we developed it to what it is now, with David Arquette in mind.

"But it’s also a new kind of character for him," Trench continues, "because, although it’s funny, he’s playing a real guy and the movie has a lot of heart. He has an opportunity to show honest emotion. We think he’s a huge star and that this movie will prove that."

Arquette was particularly intrigued by the chance to present some of the comedic style reminiscent of a bygone era. "The fun thing about this movie," he relates "is that we wanted somewhat of a silent movie feel to it. There are some set pieces where we just do wild things, slip around, do a lot of prat falls and so on. I just love doing that!"

Arquette’s preparation for the film included a week’s study with a member of the famed acrobatic troupe Cirque Du Soleil. "I actually worked with an actor named Lorenzo, who is also a clown," he recalls. "We can make a simple thing like walking down the street full of comic possibilities."

Producer Simonds points out that "See Spot Run" is Arquette’s movie in more ways than one. "David’s been very much involved in this movie from the beginning," he explains, "in a lot of the production choices, the script, the casting and so on. We really wanted this movie to have a lot of his sensibility, his flavor, and it does."

Casting Michael Clarke Duncan as the imposing FBI agent Murdoch was a unanimous choice for the filmmakers, as producer Trench recalls. Murdoch has a strong emotional bond with his canine partner, which he calls by his official FBI name, Agent Eleven, though he treats the dog as he would any other professional colleague. The fact that Agent Eleven is more than a colleague to Murdoch is revealed in his desperation to locate the dog after he disappears from protective custody. Duncan was the perfect choice to balance Murdoch’s stoic exterior with the hidden warmth.

"We wanted him for Murdoch because of his physical presence, his great acting chops and ability to convey that empathetic feeling a giant FBI guy could have for a dog," Trench says. "Plus it was just instantly funny, to have a guy of such intimidating strength and demeanor be all emotional about his dog. It made us laugh."

"When Michael came to read, he lit up the room with this terrific presence. " recalls director Whitesell. "He has an energy that is so wonderful it simply exudes goodness. He’s such a naturally positive person that it comes across on the screen. So we see the character of Murdoch is outwardly this really tough, hardened FBI guy who is all business and shows no emotion but gives himself away by how he is totally caught up with his dog."

"And I think sometimes he has the same expression as the dog" adds Whitesell with a laugh, referring to Bull Mastiff Bob. "They look like they belong together – you believe they should be together."

Duncan explains his own reasons for being drawn to the role. "After doing ‘The Green Mile,’ which was so intense," says Duncan " I really wanted to do a comedy.

"It’s a big thrill for me to be in a movie with David Arquette, who is funny in his own right and a talented actor," adds Duncan. "Also, being able to work with Paul Sorvino was another bonus. I look at him and still see the character Pauly from ‘GoodFellas,’ which he did brilliantly. Finally, I really love working with animals."

The part of Stephanie, Gordon’s mostly unrequited love interest, also needed to be multi-faceted. As a hard-working single mom, Stephanie tries to ensure that everything in her son’s life is perfect, which means a lot of rules for him but maybe not enough fun. One of those rules is "no pets allowed."

So concerned is Stephanie with her son’s welfare that she refuses to admit her natural attraction to the somewhat unorthodox Gordon, in favor of his rival, a man she believes is a more suitable father figure – nevermind that neither she nor her son really like him that much.

Leslie Bibb admits that the lure of comedy plus the opportunity to co-star with Arquette were major factors in drawing her to the role of Stephanie. "I think my attraction to this project was the chance to do a comedy, which I have never had the opportunity to do," she explained. "Also, I really wanted to work with David Arquette, who I think has a great comic presence."

The basis for the comedy involving the mobsters who are chasing the dog is the believability of the actors chosen for those roles, who play them in an utterly serious tone, as director Whitesell explains. "We wanted a sense of authenticity and realism. Steven Schirripa was terrific because, when he read for the part, he did it completely straight, which is exactly what I wanted."

"Joe Viterelli," Whitesell continues "exudes all that experience, timing and maturity that makes him the obvious leader who is seen training and passing on his knowledge to Steven’s character. These are actors immediately recognizable from other mobster roles they have made famous -- Steven in ‘The Sopranos’ and Joe in countless Mafia movies, both serious and comic, like ‘Analyze This.’ Plus you have Paul Sorvino, who can so perfectly convey the ultimate don persona. So we created with this group what we thought was a legitimate Mafia feel, and the very seriousness with which they all play it, makes it that much more hilarious. You have to remember, after all, that they have a contract out on a dog."

"What’s wonderful about these guys," adds producer Simonds "is that in addition to being great actors who can project very authentic and threatening characters, they also share a really wicked sense of humor and great comic timing.

"It just seemed very funny to take these guys who basically demand respect because of their very presence, and put them in the most humiliating circumstances, to take them completely out of their normal context," says Simonds.

The opportunity to play a humorous role has an obvious appeal for Paul Sorvino. "It's a fun romp," he says. "I get to do a comedic character and go through all these silly things. And I get to be evil without penalty. It's always fun to play a character who does bad things and doesn't have to pay for it, because in my real life I’m very easy-going and very loving. Playing a villain on the screen is good for wiping out whatever little crevasses of hostility might lie inside."

As for the challenge of playing the role of a mob boss who finds himself up against a dog, Sorvino says, "The trick is not to be a buffoon as you play a buffoonish character. The key to a role like this is to maintain truth in a heightened and funny way, and to seek the humor. Sonny Talia wants to be the boss of everything, and he wants money. He wants this dog dead because this dog has interfered with too many of his deals and become his nemesis, this infamous Agent Eleven, which is a funny idea."

Steven Schirripa feels that the role of a comically hapless hit man presents a pleasant change on more levels than one. "This is a movie that the whole family can enjoy, " says Schirripa "I’m thrilled to finally be making a movie that my kids can watch, unlike ‘The Sopranos,’ where we often have to mute the television."

Schirripa’s on-screen partner, Joe Viterelli, chimes in with typical tongue-in-cheek humor. "I’m getting outsmarted by dogs and kids in this movie," he deadpans. "I don’t know where I’m gonna go after this."

Another very funny addition to the cast is Anthony Anderson, in the role of Benny, Gordon’s postal colleague and confidant. Although the two have not worked together before, Anderson and Arquette immediately hit it off. "It’s like we’ve known each other for a long time," says Anderson. "David and I have great chemistry. It’s great when you’re paired with somebody like him because of the way we can bounce creative energy off each other."

As the filming began on the sunny beaches of Vancouver, British Columbia, it quickly became apparent that there was a genuine rapport between Arquette, his young co-star Angus T. Jones and Bob, the Bull Mastiff who plays Spot, aka Agent Eleven.

The six-year-old Jones, in his first major film role, took to the part with ease.

Young Jones was particularly gleeful about playing with Bob and being "on the run" with Arquette, whom he clearly idolizes and with whom he quickly developed a big brother/little brother relationship. "My best friend on this movie is David Arquette," Jones proclaims. As for his canine companion, Jones says, "I also really like Bob, except that he slobbers on me sometimes"

Arquette was equally impressed with his diminutive co-star. "Little Angus T. Jones is such a professional," he says. "He’s a witty, smart little actor and he’s got a great sense of humor. And Bob is a prodigy -- he’s got to be the smartest dog I’ve ever seen. I’m amazed by both of them. The producers obviously did their research in hiring these two and it really paid off."

Producer Simonds is quick to credit John Whitesell’s directorial skills with the young star. "John has great comic instinct and an amazing ability to get quality performances out of people and that included our young star Angus," says Simonds. "Also, David and the kid had great chemistry together, which really added to the film."

Arquette describes a touching and amusing incident that demonstrates what a pro the young actor was during production. "One time I was running while carrying Angus and I accidentally dropped him," recalls Arquette. "He scraped his leg and got a little sad and teary-eyed, and then he said to the director, with a little catch in his voice, "This would be a good day to shoot one of those crying scenes."

Anthony Anderson was also impressed with young Jones and his natural acting abilities. "Angus is good," he says, and then adds, with a laugh, "He was giving me a couple of notes on my lines, like how to punch up the joke. I said ‘what, are you writing my jokes now? -- you’re only six years old!’ Actually he’s a very smart kid for his age. I’m a childlike animal myself so I can appreciate that."

The reason that Gordon finds himself babysitting James in the first place is entirely selfish. He’s trying to win some points with the kid’s mother and figures this is the best way to go about it, since, obviously, James is the focal point of her world. "Gordon and Leslie dated once but it didn’t really work even though they like each other," Arquette explains. "There’s definitely an attraction there, but she thinks he’s a hound and, more importantly, when it comes to her son, she thinks he’s irresponsible. And, the truth is, that’s pretty accurate."

Leslie Bibb describes Stephanie’s personality and lifestyle, which conflict greatly with that of the freewheeling Gordon. "She's so serious," says Bibb of the character she portrays. "She’s very protective about her child, about her life in general, and especially about whom she wants to invite into her life. She's trying to make the smart choice, but maybe that’s not necessarily the right choice, because I think Gordon is really right for her. He brings out her softer side – if she would only allow it."

It’s precisely because her character is so controlled that her nightmarish road trip (which Arquette laughingly refers to as "Planes, Trains and Automobiles") is so funny. Stephanie had only planned to be out of town for one night. The next thing she knows, she is caught in a freak snow storm at the Denver Airport. After numerous unsuccessful efforts to re-route her flight, she gets on a bus, which then has a freak accident, drenching her with rain and mud and prompting her to hitch a ride with a travelling petting zoo.

Bibb cheerfully submitted to the various indignities her character is made to suffer, which earned her the admiration of the entire crew, especially when they were filming on a chilly mountain highway and she was repeatedly doused with water and mud. "I was literally covered head-to-toe with mud, practically eating the stuff, " laughs Bibb. "When I got home at night my showers took anywhere from 45 minutes to an hour. It was truly insane, but I was having a great time and it was really exciting for me….dirty, but exciting."

While Stephanie attempts to get home, Gordon is dealing with his own ongoing challenges as he tries to cope with his two young charges while delivering mail on the infamous suburban "dog alley," otherwise known as Bleeker Street. It’s every mailman’s worst nightmare but Gordon is up to the job and tackles each front yard and canine adversary as if he’s leading a swat team into a war zone.

"I just want to point out," quips Arquette, " that the U.S. postal service is in no way sanctioning this movie!"

As if this isn’t enough for Gordon, there is also the small problem of the bad guys who are trying to execute a hit on man’s best friend, the creature they know as Agent Eleven and that James has re- christened "Spot," and don’t care who or what gets in the way. Gordon finds himself trying to save a dog he never wanted in the first place.

"Gordon doesn’t want the dog but the kid clearly does. A dog is all that James has wanted for a long time – that, and maybe a father. Gordon can’t disappoint the kid so he’s forced into dealing with responsibility and a relationship with both James and the dog, and eventually that changes his relationship with Stephanie," says producer Simonds in describing the evolution of Arquette’s character in the film.

But Gordon is not the only character who undergoes a metamorphosis in "See Spot Run." The dog also changes. As director Whitesell describes it, "The dog is initially emotionally cut off in the beginning. He lives to hunt down the bad guys, smell out the dope, and do his thing as a trained FBI canine agent. He doesn’t have a family. He doesn’t even know what it would be like to have a family – that’s never been an option for him. Spending time with Gordon and James he learns how to be more of a real dog, how to play and be loved. In the end he has a choice. He can go back to the FBI or stay with the family – he can continue to be Agent Eleven or he can start a new life as Spot."

Producer Simonds expands on the pivotal role of Bob, aka Agent Eleven, aka Spot, in the story. "The dog is the glue that holds this movie together," he says. "The Mafia has a vendetta against the dog, he is the FBI’s prize agent and has a relationship with Michael Clarke Duncan. Then the dog enters Gordon’s and James’ life and all those worlds collide. In the end everybody wants the dog."

Producer Simonds also underlines the importance of the film’s live animal component in helping create the feel of physical comedy from the old school. "When you look back at those old films, like ‘The Three Stooges’ and ‘The Keystone Cops,’ says Simonds, "the stuff that is all just pure and physical and not done with fancy editing or CGI or augmentation in any fashion, is so funny – and it still holds up. That’s why I didn’t want anything animatronic with the dog -- I wanted it to be real."

As for the show’s animal trainers, Simonds also feels that they are "the best in the business. They are professional, committed. You get on the set and you know the animals are going to hit their marks, sometimes even better than the actors."

Tracey Trench also chimes in with an enthusiastic thumbs-up for the animals and their trainers. "Our dogs were incredible," she says. "We had our lead, ‘hero’ dog and four stunt dogs, and each one was trained to do three or four different actions. We had dogs doing FBI maneuvers, doing cuddles, doing leaps, chases and growls -- we had them doing everything. These are the best trainers we have ever worked with. They are incredible."

Mathilde DeCagney is an animal coordinator with Birds And Animals, based in Los Angeles. In addition to working on the hit show "Frasier" for the last eight years, her recent credits also include the feature "My Dog Skip."

DeCagney, who brought the 100-pound Bull Mastiff, Bob, in from England for the role, explains why he is the perfect lead dog. "He's a very special specimen in the breed," says DeCagney " because Mastiffs are usually really big and they're not as attractive as Bob is. What the producers were looking for was a super dog and Bob fitted the part in many ways."

The 2-year-old Mastiff, who recently made his feature debut with a small role in the upcoming "One Hundred and Two Dalmatians," was an immediate hit with the filmmakers. ""Everybody pretty much really loved him right away," recalls the animal coordinator with a laugh, "because what you see is what you get. He's a handsome man. He’s got the attitude of a super dog, good-looking, with an excellent personality and a sense of humor. He's been doing wonders for us."

De Cagney explains that, historically, Mastiffs were warrior dogs that were also bred to work with bulls. "They’re extremely muscular and powerful dogs who need a lot of exercise to stay in shape, but they are also wonderful family dogs. They love to be with kids and are very friendly."

Working with three to six trainers throughout the filming and during several months of prep work, DeCagney points out that all the dogs and trainers were kept extremely busy. "The movie is filled with stunts so it’s a pretty major action movie for the dogs," she says. "They have to jump over obstacles, leap onto someone’s back and hang on while that person tries to shake them off, pretend to bite someone else in the butt and much more. In one sequence, at the FBI training school, Bob runs over to jump on a dummy but the dummy explodes before he actually gets there. In another scene, when the mobsters are being confronted in a warehouse, the dog has to stand on top of some 16-foot-high containers. Then, of course, there are car chases, gun fire and dogs being thrown out of windows."

As daunting as all this might sound, DeCagney hastens to add that the safety of the animals was of paramount importance at all times. "We prepped this movie very, very carefully," she says " and we were assisted by the Humane Society, who regularly come to observe the progress of the training. And we would, obviously, never do anything to in any way endanger our animals."

The film’s wonderful world of animals numbered more than 40 dogs, including the dog-park "extras." These included four Bull Mastiffs, a Sheepdog, a Jack Russell Terrier (who is actually the son of the famous "Frasier" dog), a French Bulldog, an Irish Wolfhound, Huskies, Chihuahuas, Golden Retrievers and Irish Setters. Says DeCagney, with a laugh, "We’re pretty much close to being the Westminster Dog Show here."

a zebra, goats, monkeys, fish, parrots, tarantulas, snakes and hamsters. Many of these creatures appear in the pet store scene where the mobsters create havoc and unleash a veritable Noah’s Arc of critters.

"Of course, all of this animal magnetism can present a challenge for the actors, who often have to take the place of the trainers when the cameras role. Luckily, this proved to be no particular hardship for a number of the film’s leading actors, according to DeCagney. "David Arquette was absolutely marvelous to work with," the trainer says. "He's a true animal lover, which was obvious from way he truly enjoyed and cared for the animals, especially Bob. He was always right there helping us out and it just made our job and the movie look so much better."

"Michael Clark Duncan was also incredibly nice and fun to work with, " adds DeCagney. "He and Bob had a great rapport. They had their little thing going on, which worked perfectly for the story because Michael’s character, Murdoch, is a big tough man with a warm heart who is also a huge animal lover. He and Bob clicked with each other right away."

As for his canine co-star, Arquette describes him with typical tongue-in-cheek flair. "Bob’s a great dog and I liked him from the beginning," he says. "But now I’m not so sure. He’s getting a little bit of an attitude, he won’t come out of his trailer, he’s got this entourage of other dogs hanging around, he sleeps all the time, won’t stop eating, and he’s always at craft services stuffing his face."

Although Bob does most of the work in the film, there are actually four dogs that play the part of Spot, and they all have their particular tricks, from running and jumping to snarling and biting.

Stacey Basil was the head trainer working with Bob and she is happy to expand on his abilities and personality. " Bob is pretty incredible," she says. "He’s almost the perfect dog. He has a little bit of everything, including comedy. Bob's had to learn all kinds of things for this film. The story is really about a dog initially very, very serious, but at the end gets rather silly, so Bob has had to keep his demeanor rather intense for most of it, and then other times he's just had to get downright crazy. That's kind of difficult for a dog. It's confusing.

"We've also done a whole lot of hits." Basil continues. "He hits in the arm, bites the butt and knocks a man down, so we've had to be very clear with Bob on what part we want him to attack and when. But he has always risen to the occasion because Bob's a one in-a-million dog. He’s a lover and a clown and he’s really smart. You don't see a whole lot of Bob dogs out there."

Probably the biggest challenge for the dog in this role was to restrain his natural ebullience, as Basil explains. "He’s such a goofy, fun-loving dog by nature, but he’s required in some scenes to act lethal. Part of the goofiness is the tail-wagging, and then when the tail stops wagging it tells you a whole lot. The dog is now very serious. So the tail was actually a big issue in the movie. That's why it was important that he learn to act without wagging his tail. He’s a very happy dog, so it was an issue for him to control that."

"There are quite a number of things he's very good at," Basil continues with a grin " and the first is drooling. It's a big issue for Bob. We have to keep a napkin on set at all times for the drool factor."

In addition to working with the dogs on a daily basis, the trainers also had to teach the actors some training techniques. When a dog is given a reward for his actions, it’s called "paying" and Basil says that David Arquette was particularly adept at this. "David Arquette is so wonderful paying the dog," Basil remembers. "Where the food comes from is where the dog responds, and David is more than happy to pay the dog, even with the drool factor, which is very, very helpful in making things clear for Bob."

Basil concludes with a comment about the particular talents of the movie’s canine star. "Bob is the kind of dog that likes to add his own movie magic to the things that he does," she recounts, " and even when he is repeating the same general action, he manages to add his own special flavor to each take. Sometimes he'll come in and look directly at the actor, sometimes he'll come in backwards, and sometimes he'll whack him with his tail and occasionally he'll just make his own movie."

Arquette himself attests to the fact that he has managed to come through all the heavy action pretty much intact. "I’ve been fine, aside from a few little cuts and scrapes, although I did throw my neck out a little," he admits and then adds, after a brief pause, "No animals were hurt in the making of this film, but the actors, on the other hand…"

Steven Schirripa also contributed to the stunt work. A gifted athlete in his school days, Schirripa used to play a lot of basketball. "Although that was a long time ago," says Bollo, "he still moves very well, especially for a big guy. In one scene he had to spin around endlessly with a dog clamped onto his back. He was always cheerful, always up and would try anything."

One of the film’s biggest scenes takes place at the Petcetera store where the mobsters catch up with their prey and find out that Bob is a whole lot more than they bargained for. The set for this scene is based on a Canadian chain of pet stores by the same name. Constructed in an empty store in a small suburban strip mall, the film set was so realistic that passersby kept attempting to enter the store to buy pet food.

Production Designer Mark Freeborn talks about the design of this set and how it reflected the overall look of the film. Freeborn, who has previously worked with Bob Simonds, talks about the producer’s influence on the film’s design elements.

Another major set for the film was Bleeker St., otherwise known as the postman’s suburban hell or "dog alley." In this exterior location, as Freeborn describes, the existing houses were cleverly enhanced by the addition of individually designed fences. "In keeping with the romantic concept of the project," says Freeborn, "we decided to go with fences that had some charm, choosing different styles of picket fences, and pulled the color palette from the existing houses. In the end it looked so real that all the residents were really pleased and wanted to keep the fences."

Director of Photographer John Bartley, who is making his comedy debut with this film, admits that the look of the project is a far cry from his previous work on the notoriously moody "X Files."

The complexity and frequency of the animal stunts required a certain flexibility and fluidity on the part of the cinematography. "The lighting set-ups had to be kind of loose and give the animals lots of room to move around," Bartley explained. "We hardly do any takes that do not involve two or three cameras because each take is different, the dog does different things every time, the kid does different things and the actors ad lib quite a bit. So you’ve got to get them every time. All the coverage is done at the same time so that it all matches."

The production company used the new lightweight Panavision millennium camera. One of the first models in use in Canada, the millennium is a very small camera, which was very useful for much of the hand-held work done on the show.

"My character Gordon thinks he’s real cool," Arquette continues, "but he’s not. He’s kind of goofy and I enjoy that. I enjoy having people laugh at me, being the joke, almost as much as having the joke on other people."

Of course, for director John Whitesell there was also the daunting task of incorporating new materials, which were constantly being added to the story. "With all the additional stuff written on almost a daily basis," says Whitesell, "there were suddenly many more gags, stunts and physical comedy elements added on and the subsequent challenge of keeping it all on schedule.

"Because I have done a lot of television," Whitesell continues, "I didn’t feel it would be that much more of a challenge to shoot it all, but I hadn’t ever done this much work with animals and kids together. As we kept adding action for the dog, we ended up with probably 50% more material stunt stuff than there we had initially planned. There was a kind of snowball effect which made things pretty hectic."

In the final analysis everybody agreed that Whitesell was up to the challenge.

Paul Sorvino gives the director credit for encouraging the prolific outpouring of comedy, which permeates the film. "The script is amusing on paper," says Sorvino, "but because of John Whitesell's creation of an atmosphere in which creativity is king, the film has actually surpassed what was on the page."

"He's a very good director, " agrees Michael Clarke Duncan. "He is very decisive and doesn’t do a lot of takes. He is someone who knows exactly what he wants."

David Arquette concurs. "It’s clearly fun for the whole family," he says. "It has a lot of different elements, from silly to touching."

DAVID ARQUETTE (Gordon Smith) is one of the most versatile actors working today, able to move easily between comedy and drama. He can currently be seen starring with Kurt Russell, Kevin Costner and Courteney Cox in Warner Bros. Pictures’ action drama, "3000 Miles to Graceland."

Arquette will star in the lead role of Chris Mc Cormick in the upcoming Centropolis (Dean Devlin and Roland Emmerich)/Village Road Show-produced science fiction thriller "Arac Attack," now in production. This spring, he is set to star in the Gold Circle Films/Big Town Production, "Screenland," for acclaimed British director Suri Krishnamma

Audiences took notice of Arquette’s comic turn in the 20th Century Fox hit "Never Been Kissed," with Drew Barrymore, for which he won a Blockbuster Entertainment Award, and the Warner Bros. Pictures comedy "Ready to Rumble." Aquette has been involved as both actor and producer in five films that debuted at the Sundance Film Festival, including the First Look drama "Johns" with Lukas Haas, and "The Alarmist," opposite Stanley Tucci and Kate Capshaw.

Last fall, Arquette returned to his dramatic roots in writer/director Tim Blake Nelson’s "The Grey Zone," also starring Harvey Keitel, Steve Buscemi and Mira Sorvino. Shot in Eastern Europe by award-winning producers Christine Vachon and Pamela Koffler, with Avi Lerner of Millennium Films, the film tells the harrowing true story of the Sonderkommando Jewish death camp inmates forced to aid the Nazis in running the facility.

In a lighter vein, he next starred with Ally Sheedy and Gloria Reuben in Independent Film Channel Production’s upcoming mystery drama "Happy Here and Now," directed by Michael Almereyda. Last year, Arquette reprised the role that made him a household name, former "Deputy" Dewey with Neve Campbell and Courteney Cox Arquette in the final chapter of the Miramax/Dimension "Scream" trilogy. David received a Blockbuster Entertainment Award for Favorite Actor in a Horror Movie for his work in "Scream 2."

MICHAEL CLARKE DUNCAN (Agent Murdoch) was nominated for an Academy Award for his performance opposite Tom Hanks in "The Green Mile."

He also starred in the comedy "The Whole Nine Yards."

Born and raised in Chicago, Duncan studied communications at Alcorn State University in Mississippi. After a stint in security for a travelling theatrical show, Duncan worked in commercials before making his feature debut in F. Gary Gray’s comedy "Friday."

Duncan’s other feature credits include "Armaggedon," "Bulworth," "The Player’s Club" and "Night At The Roxbury." On television, he has appeared on "The Jamie Foxx Show," "The Fresh Prince of Bel Air," "Weird Science," "Married With Children," "The Wayans Brothers" and "The Bold and the Beautiful."

LESLIE BIBB (Stephanie) recently starred in the psychological thriller "The Skulls." She has a starring role in the hit WB Network series "Popular."

Among Bibb’s feature film credits are "The Young Unknowns," "Howard Stern’s Private Parts," "Touch Me" and "The Space Between Us."

On television, her work includes appearances on the series "Just Shoot Me," "Home Improvement" and "Early Edition."

In addition to playing the role of Nick Valenti in Woody Allen’s acclaimed "Bullets Over Broadway" and that of Clamato in the spoof "Mafia," Viterelli has also starred in such films as "Eraser," "Mickey Blue Eyes" and "The Firm." Some of his other feature credits include "The Crossing Guard," "American Strays" and "Heaven’s Prisoners."

Viterelli was a relative late bloomer as an actor. For several years, he declined numerous acting opportunities until 1981, when Sean Penn called to say they were having difficulty in casting a character from the Lower East Side in a film being shot in Viterelli’s old Mott Street neighborhood. The resulting screen test led to a major role in Phil Joanou’s "State of Grace" and Viterelli’s motion picture career was launched.

Six-year-old ANGUS T. JONES (James) makes his major motion picture debut in "See Spot Run." He has previously appeared in the independent features "Simpatico" and "Tuna."

He came to the attention of producer Bob Simonds when he auditioned for "Big Daddy" at age five, and was cast in "See Spot Run" a year later.

Jones just wrapped the HBO film "Dinner With Friends," directed by Norman Jewison, in which he plays the son of stars Greg Kinnear and Toni Collette.

Schirripa will soon be seen in the upcoming releases "The Adventures of Joe Dirt," starring David Spade and produced by Robert Simonds, and "Monday Night Mayhem," currently in production, for TNT.

Until recently, Schirripa was the entertainment director for the Riviera Casino in Las Vegas, conducting his acting career on the side. While working at the casino, he appeared in numerous feature films including "Play It To The Bone," "The Flintstones Viva Las Vegas" and "The Runner."

Schirripa completed a six-episode role for "The Sopranos" as Bobby Bacala, Uncle Junior’s bodyguard and right-hand man, by secretly commuting to New York while still managing his casino responsibilities. Upon being signed as a series regular for the next season, the Brooklyn native finally gave up his day job.

Other television credits for Schirripa include a recurring role on "The X Show" plus appearances on "Battery Park," "Angel" and "Chicago Hope." His series work also includes "The King of Queens," "Pensacola - Wings of Gold" and David Steinberg’s upcoming "Big Sound." Schirripa has also performed in "Comedy Tonight" and "Mr. Vegas With Drew Carey."

ANTHONY ANDERSON (Benny) decided at age 4 to be an actor. While still a student at Los Angeles’ High School for the Performing Arts, he won first place in the NAACP’s ACTSO Awards for his performance of the classic monologue from "The Great White Hope," and earned a dramatic arts scholarship to Howard University.

Up next for Anderson are starring roles in the feature films "Kingdom Come," starring LL Cool J; "Exit Wounds," produced by Joel Silver and starring Steven Seagal and DMX; and "Down and Under," produced by Jerry Bruckheimer. On television, he will guest star in two episodes of David E. Kelly’s hit series "Ally McBeal."

Anderson is currently working with producer Robert Simonds to executive produce a starring vehicle for himself that Simonds will shepherd at Disney.

Veteran actor PAUL SORVINO (Sonny Talia) has starred in nearly 100 films , among them Warren Beatty’s political satire, "Bulworth," "William Shakespeare’s Romeo + Juliet," "Nixon," "The Firm," "GoodFellas," "Dick Tracy," "Reds," "Slow Dancing In The Big City," "Oh God" and "The Brinks Job."

Currently starring in the new hit CBS series "That’s Life," Sorvino’s television credits include roles on the award-winning NBC series "Law and Order," "The Oldest Rookie," "We’ll Get By" and "Bert D’Angelo, Superstar," in addition to appearances in many telefilms and mini-series. He recently made his directorial debut with "That Championship Season" for Showtime.

Winner of a 1973 Tony nomination and the New York Critics Award for his Broadway performance in "That Championship Season," Sorvino has appeared in many theatre productions and was founder and artistic director of the American Stage Company at Fairleigh Dickinson University. Also an accomplished tenor, Sorvino has sung with the Seattle Opera Company and created a public television special, "Paul Sorvino, An Evening of Song."

One of television’s leading directors of comedy, Whitesell’s credits include the hit series "Damon Wayans," "Cosby," "Law & Order," "Roseanne" and "Coach." He also directed three seasons of "The John Laroquette Show."

Born and raised in Iowa, Whitesell attended Simpson College and studied at Circle In The Square Theatre in New York. After acting and directing on stage, Whitesell went on to direct and executive produce daytime dramas for both NBC and CBS.

His television credits also include the series "Action," "Jack & Jill," "The Cosby Mysteries," "The Martin Short Show," "Doctor, Doctor" and "Baby Boom."

Simonds’ first feature was the hit comedy "Problem Child." Subsequent hits include "Happy Gilmore," "Half Baked," "The Wedding Singer," "The Water Boy" and "Big Daddy." Most recently, Simonds produced the upcoming Universal release "Head Over Heels," starring Freddie Prinze, Jr. and Monica Potter; the upcoming Disney release "Corky Romano," starring Chris Kattan; and the upcoming Columbia Pictures release, "The Adventures of Joe Dirt," starring David Spade.

Producer TRACEY TRENCH previously produced Andy Tennant’s "Ever After," starring Drew Barrymore and Anjelica Huston. She also produced the holiday feature "I’ll Be Home For Christmas," starring Jonathan Taylor Thomas and directed by Arlene Sanford.

With Richard Simonds, Trench has also executive produced the Universal comedy "Head Over Heels," starring Freddie Prinze Jr., and Disney’s "Corky Romano," starring Chris Kattan.

Earlier in her career, Trench won the Freedom of Expression Award at the Sundance Film Festival for producing the documentary "Fear and Learning At Hoover Elementary." The film subsequently won more than 10 major awards, including the prestigious duPont-Columbia Award, and garnered an Emmy nomination.

A native of Indiana, Trench graduated from Harvard University with a B.A. in cultural anthropology and was a baker in Paris and an English teacher in China. She returned to the United States to earn an M.B.A. at UCLA. Trench began her career in film as a researcher for director Alan Parker on the film "Come See The Paradise."

Producer ANDREW DEANE executive produced Paramount’s "Whispers In The Dark," starring Annabella Sciorra, Anthony LaPaglia, John Leguizamo and Alan Alda.

Deane received an Emmy nomination as Co-executive Producer for "Joan of Arc," starring Leelee Sobieski, a four-hour CBS mini-series that was nominated for a total of 13 Emmys (including Best Mini-Series) in 1999.

The Brooklyn-born Deane received a degree in Broadcast Journalism from Boston University and launched his early career in sports journalism and producing baseball highlight films. He subsequently became an independent producer and quickly established a reputation for discovering the best new writing and directing talent.

After becoming a personal manager in 1996, Deane joined the Gold/Miller company, where he currently works with such clients as Jay Roach, John Landis, Leo Benvenuti, Steve Rudnick and Michael Petroni.

Deane is currently executive producing "Til Human Voices Wake Us," starring Helena Bonham-Carter and Guy Pearce, written and directed by Michael Petroni, now shooting in Australia.

MICHAEL MILLER (Executive Producer) recently executive produced the independent feature film "Gabriella," currently in theaters.

A native of Los Angeles, Miller attended Law School at UCLA and practiced law until he started to write scripts full time more than a decade ago.

BRUCE BERMAN (Executive Producer) joined the production division of Warner Bros. and rose through the ranks of executives to become President of Worldwide Theatrical Production. Under his aegis, the studio produced and distributed such titles as the Oscar-winning "Driving Miss Daisy," as well as "GoodFellas," "Presumed Innocent," "Robin Hood: Prince Of Thieves," "Batman Forever," "Malcolm X," "The Bodyguard," "JFK," "The Fugitive," "Dave," "A Time To Kill" and "Twister."

In 1996, Berman started Plan B Entertainment, the Warner Bros. Pictures-based independent production company which was later acquired by Village Roadshow Pictures. Village Roadshow Pictures, where Berman now holds the post of Chairman and Chief Executive Officer, currently has 20 projects in various stages of development at Warner Bros. Pictures. Most recently, Berman executive produced "Three Kings," "The Matrix," "Analyze This," "Deep Blue Sea," "Practical Magic" and "Space Cowboys," through Village Roadshow’s partnership with Warner Bros. Pictures.

Village Roadshow’s most recent release is the hit film "Miss Congeniality," starring Sandra Bullock, produced jointly with Warner Bros. Pictures and Castle Rock Entertainment.

In 1982, Gallo moved to Los Angeles from Mamaroneck, New York, with several screenplays and less than $800 in his pocket. Four years later, his first script, "Wise Guys," was produced, and starred Danny De Vito. Gallo followed that with the now-classic "Midnight Run," with Robert De Niro and Charles Grodin.

In 1990, he wrote and directed the critically acclaimed "29th Street," which starred Danny Aiello and Anthony LaPaglia. That same year, Gallo enjoyed his first one-man show as a landscape painter at New York’s Grand Central Art Gallery. He went on to win the "Arts for the Parks Top 100" award and continued to be lauded at other shows throughout the Northeast over the following months.

Gallo continues to paint, spending as much time as he can in New Mexico, painting the mountains of Taos Valley.

The pair have since written several scripts, most recently "Queen of the NFL," a sequel to "The Birdcage," for MGM; and a true-life script based on the legendary hacker Kevin Poulsen, "Everybody Hates The Phone Company," for Joe Dante and Artisan Entertainment.

Currently, the pair are creating a TV show for Robert Simonds Productions and Disney/Touchstone, and writing an action comedy for DreamWorks. In addition, they are both constantly amused by their own cleverness.

Winner of an Emmy Award for "The X Files," Director of Cinematography JOHN BARTLEY also received critical accolades and three nominations from the American Society of Cinematographers for his work on the internationally popular series. Credited with revolutionizing the look of network television, Bartley was noted for his skillful use of darkness and shadow.

A New Zealand native who worked in Australia for four years before moving to Canada in the early 70’s, Bartley’s previous credits include such series as "Booker," "The Visitor," "Early Edition" and "The Commish."

Editor CARA SILVERMAN recently completed "Head Over Heels," directed by Mark Waters. Her other recent feature credits include "The Best Man," "Permanent Midnight" and "Party Girl."

Silverman has also worked on Paul Schrader’s "Touch"; "A Bronx Tale," directed by Robert DeNiro; and "Jeffrey." Her television work includes the American Playhouse production "Blown Sideways Through Life."

A native of New York, Silverman earned a degree in Political Science before working in public television as a researcher and apprentice editor.

Her work as an assistant editor includes Brian De Palma’s "The Bonfire of the Vanities," Martin Scorsese’s "Cape Fear" and Volker Schlöndorf’s "The Handmaid’s Tale."

Freeborn’s television credits include the pilot for James Cameron’s new series "Dark Angel," as well as the series ""Harsh Realm," "Millennium" and "The Marshall," and the mini-series "In Cold Blood." He is currently working on the new Chris Carter "X-Files"-spinoff series, "The Lone Gunmen."

Born in Ottawa, Freeborn attended both Art School and Architectural School , eventually working in theatre as a stage manager and technical director. After working as an art director on a Canadian network soap opera, Freeborn moved into film production.

His early work as a set decorator includes the feature films "The Wars." "Porky’s," "One Magic Christmas," "Children of a Lesser God" and "Switching Channels," among others.

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