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Thirty years after their second fight, "Kid" McDonnen and "Razor" Sharp get ready to go at it again.

"Grudge Match" pairs heavy hitters Robert De Niro and Sylvester Stallone with the larger-than-life comedy of Kevin Hart and the irascible wit of Alan Arkin for a one-two punch for fans of every generation. Even before De Niro's "The Kid" and Stallone's "Razor" get into the ring to settle their decades-old score, both the fists and the barbs fly across the screen as the two contenders prepare to meet in the rematch of the century.

"I've always loved boxing, and I've always been attracted to second chance stories," says comedy veteran Peter Segal, the film's director and producer. "But even more important than the fight is the second chances the characters are given to repair relationships they destroyed three decades earlier. In essence, the fight becomes a metaphor for never giving up."

Producer Bill Gerber remarks, "In addition to playing out an unresolved contention in the ring, this story felt like a great opportunity to talk about unresolved relationships. It shows the humanity-and the humor-of getting older and as I'm getting older, I'm interested in telling those stories."

Screenwriter Tim Kelleher came up with the idea for "Grudge Match" after thinking about the almost-was 1999 heavyweight rematch between Larry Holmes and George Foreman, when both were 50 years old. Although the fight never came to pass, Kelleher says he couldn't help but think of all the great fighters who were retired, but would love to box again if given a chance. He wondered, "What if there were two old fighters whose rivalry was legendary but never fully settled?"

With that in mind, Kelleher created the characters of Henry "Razor" Sharp and Billy "The Kid" McDonnen, two boxers from Pittsburgh whose rivalry brought them fame and fortune, until Razor unceremoniously dropped out of their decisive third bout, and both fell into obscurity. In "Grudge Match," Razor and Kid are presented with the opportunity to return to a moment in time with the chance to do things differently.

"It's about guys who were really tough in their time, but have lost their sense of identity," Kelleher says. "Then, all of a sudden, they have a chance to go back and regain all of those things that made them who they were. But even if they want to fight each other, the question now is, can they?"

It didn't take long for the names Robert De Niro and Sylvester Stallone to come up. The notion of two cinema boxing icons-Jake LaMotta, aka "Raging Bull," versus "Rocky Balboa"- became the highly anticipated match-up at the top of everyone's boxing card.

"The idea took on a life of its own," says Segal. "It seemed inevitable that it had to be Bob and Sly."

"Often when you make a movie, there are many actors that would be great in a part," says producer Michael Ewing. "In this case, it had to be Sylvester Stallone and it had to be Robert De Niro, or the movie was just not going to happen."

Producer Mark Steven Johnson, a longtime friend of Kelleher's who had talked about the idea with the writer previously, was working on another film with De Niro and mentioned the premise to him. "He thought it sounded really funny and he wanted to read it. I knew Peter wanted to make a sports comedy that also had real drama, about how you're never too old to do the things you were passionate about when you were young."

Like Segal, De Niro honed in on the idea of second chances, but, he says, "It's not a second chance for a guy who's down and out trying to make a comeback. It's really about getting what he's always wanted, what he's waited years for. But along the way he sees there's a lot more to it than he was even aware of."

"I love boxing and the metaphors about it," says Stallone. "There's a real classicism where it breaks down to a man's athletic ability coupled with his courage. The two don't always go hand-in-hand. I'm always watching the character of a fighter more than the punches. You see what a person is made of under duress."

Although De Niro and Stallone had previously starred in the critically acclaimed 1997 ensemble crime thriller "Copland," placing these two legendary actors in a comedy set in the world of boxing, when they've both become famous for playing boxers on screen, was a different configuration altogether.

"Sly and I really had several discussions before he signed onto this movie and I can understand why," says Segal. "Because he has built a legacy as Rocky Balboa, to sort of wink at that takes a real leap of faith."

Stallone was impressed, noting, "Pete's just great all around. He's a real pro with the comedy, and I think the fight sequence looks amazing."

"Pete was terrific and I had a lot of fun working with him," De Niro concurs. "He's got a great sense of humor."

Producer Ravi Mehta adds, "Pete brought a perfect combination of comedy and heart to this film. When he came on board, we were able to attract terrific actors because they knew they were in great hands."

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