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Round One Getting in the Ring
After retiring from boxing, Razor returned to the working class life he'd always known. Stallone sees him as a "forlorn guy who's been left out in the cold, who recedes into the background, working at a mill, welding steel in the heat of his own purgatory." He spends his downtime alone, turning scraps of metal into tiny animal sculptures and working on his prized Shelby, covered in his garage.

For Stallone, Razor's decision to quit boxing was something the character regretted. "Here's what I think is very relatable about this story, it's the idea if we could only go back," he says. "We all say, 'Why did I do that?' It's that life-long yearning that he should have gone right when he went left. He should have married this person or that person. He quit boxing too early. He had talent; he was good and he just let it go. He let his emotions really dictate his future.

"When the story begins, Razor's in a steel mill and Kid's in a gin mill," the actor continues. "They are both in their own little hell. I think it's more of a male thing, but they have that competitiveness that goes beyond all rational thought. I know guys who will never get over a wrong, assumed or actual. They'll remember a slight forever. They want to go back and clean it up and if they can, they will."

While Razor wishes the renewed interest in what happened three decades ago would just go away, Billy "the Kid" McDonnen relishes the new-found attention. The spotlight-loving Kid continued to box after the cancelled bout with Razor, but after 11 fights, his career sputtered out. He parlayed his celebrity into being a moderately successful pitchman for everything from Jockey to jock itch. He invested his money in some local Pittsburgh businesses and continued to obsess about "the fight that never happened and never will."

De Niro states, "These two guys are in really different places in life. My character's done alright for himself, financially, but he still has this unfulfilled yearning to have this final fight, because he felt that he was kind of gypped the last time when Razor pulled out of it. Razor's the one that needs it, for the money, but Kid's the one that really wants it."

"At this point, Kid McDonnen owns a reasonably successful used car dealership in Pittsburgh and he also owns a bar and dinner theater where he has this pathetic puppet act," says Segal. "Kid turned his bitterness over not having the tie-breaking fight 30 years ago into lame verbal jabs at Razor in his stand-up routine."

"I think Kid really sees this as the moment of truth," De Niro adds.

Casting movie legends Stallone and De Niro in "Grudge Match" was just the beginning of what Gerber calls "a fantastic cast." He says, "The great thing about this movie is we got every first choice that we went after for each role."

"We hit the jackpot," says Ewing, "from Bob and Sly to Alan Arkin to Kevin Hart, who is one of the funniest people you'll ever meet, to the beautiful and talented Kim Basinger. Every single one of the cast members brought their all to this project."

It is Hart's character, Dante Slate, Jr., who is the catalyst that sets the story into motion. Hart was perfect for the role of the fast-talking son of the flamboyant, late boxing promoter Dante Slate, Sr. Dante Jr. didn't inherit any money from his father, but he did inherit his famous name-and hustler instincts.

Kevin Hart says, "What made me say yes to the opportunity to work with these legends? It was a no brainer: Robert De Niro, Sylvester Stallone, Alan Arkin, Kim Basinger. Look at the company I'm in. And I'm watching 'Rocky' fight 'Raging Bull.' What movie fan, what boxing fan, what actor is not going to want to see that, or be part of it?"

Hart especially enjoyed playing off of Arkin, whose dry, ironic style is offset in the film by Hart's portrayal of Slate as a fast-paced pitchman with dollar signs in his eyes. "He's one of the best," says the younger actor. "Quick, sharp, totally focused. Every time I thought I had him, he'd come right back with something just as good."

Segal says Hart was fearless when it came to trying things out on the set. "We would always be throwing him ideas and alternate jokes, and he was, 'Fine, fine, bring 'em, bring me more, bring me more.' He was so willing and so eager and just wanted to do what was best for the movie."

Hart says the collaborative atmosphere Segal creates on the set encourages creativity, spontaneity and fun. "Pete Segal is amazing," says Hart. "He allowed me to bring things to the table, he was all about me trying things and Bob and Sly were the same, which makes me respect them all the more. If you don't have a good cast to work with, no matter how funny you're being it won't matter."

Hart's portrayal of the classic promoter "with a heart the size of a mustard seed" hits all the right notes for Stallone, since money is not the real motivation with Kid and Razor. "Dante Jr. is shameless, which is great, because all he wants to do is make money and all we want to do is beat each other to death."

Segal says Razor's relationship with his longtime friend and former boxing trainer, Louis "Lightning" Conlon, played by Arkin, was adjusted to nurture the father-son elements. The director, who had worked with Arkin on the 2008 film "Get Smart," reached out to the actor to see if he would be interested in the role.

"The script was just wonderful, I laughed out loud a lot and that doesn't happen to me very often," says Arkin. "I'd worked with Pete before and we had a very good experience. As I read it, I saw that, despite being stubborn, Lightning's capable of having a lot of fun. He has a great sense of humor."

"There's a real love story between Razor and Lighting," says Segal. They're the only friend each other really has left. And we can see to what lengths one man will go for the other, and it's heartwarming."

"When Razor gets the shot to go again, there's only one man he wants in his corner," says Kelleher. "Unfortunately, that guy's in a nursing home being treated like child, dependent on others. This is a chance for him to rise to the occasion, to grab one last opportunity. The fight is a gift to both of them to have them feel empowered again."

Arkin says the nursing home scenes with Stallone were their first scenes together and the two hit it off right away. Surprisingly, during his 50 years as an actor, Arkin had never met nor worked with either De Niro or Stallone before. "It's always a surprise. Every time I think I know somebody from looking at their work twenty times, I end up having my mouth down to my knees. I had no idea what to expect, working with icons like Sly and Bob."

The veteran actor was duly impressed. "I've never seen anybody work so hard in my life," says Arkin about Stallone. "He's 150 years old," he jokes, "and he doesn't stop! He just doesn't stop."

Stallone loved working with Arkin, whose stories and jokes kept him laughing on set and off. "Alan Arkin can be hysterical with just a look, but when he talks he's even funnier," says Stallone. "He's such a talented, intelligent, interesting guy. I wish we could record what we talked about away from camera. I get his humor, he gets mine and we're just shameless. We have fun. If you got nothin' nice to say about anybody, sit next to us."

Segal says he thoroughly enjoyed "watching Alan bouncing off a guy like Sly who has such a wonderfully sincere and sensitive side to him that a lot of people don't see. And you put him in the same scene with Alan Arkin, who knows just the right look, the right touch of humor to add to that and it's a wonderful combination."

When it comes to training, Lightning is definitely old school. Lightning puts Razor through his paces, pool punching, flipping tires, dipping his fists in horse urine to toughen skin and pulling big rig truck cabs to build up leg strength and cardio.

"We didn't make up these things up, those are real things," says Segal. "Even down to wearing work boots instead of jogging shoes because that's what old fighters used to wear to have heavier weights on their feet. So as ridiculous as some of these things sound, those are real techniques boxers used in the old days."

The "fight that never was" isn't the only thing from Razor's past that comes back to haunt him: a former flame reenters his life when news of the re-match breaks.

Actress Kim Basinger was cast as Sally, whose history with both Razor and Kid changed all of their lives. Interestingly, Stallone knew Basinger from a gym where they both worked with the same trainer. Stallone says the two had been looking for a project to do together and suggested her to Segal and the producers, who agreed.

"She was perfect for the role," says Gerber. "It was one of those things where we cast her, but hadn't really seen her together with Stallone. One day we were doing some camera tests and both Kim and Sly were there, so we decided to get them together and seeā€¦And when they walked in and everybody was standing there, it was wow! They looked like a fantastic couple."

Segal admits when he met Basinger to discuss her role in "Grudge Match," it was the fulfillment of a long-held crush. "She is still so absolutely stunning," he says, "and she was so great because she wanted to come and play in the sandbox. She hadn't done a comedy in a long time and she wanted to let her hair down."

Basinger seemed to enjoy the spontaneity and fun Segal encouraged. He relates, "She said, 'It's wonderful for me when people just tell me what they want. Tell me what you want and I'll do it.' So as soon as I knew that, we had a ball. Because we could just play, we could try things, throwing jokes at her, taking things away, giving her other things. Whatever it was, she was a great sport."

And when filmmakers went searching for an actress to play the young Sally in the flashback sequences, they didn't have to go far, finding the perfect match in Basinger's daughter, Ireland Basinger Baldwin, who makes her big screen debut in the film.

As Kid struggles with his diet and workout routine, he quickly finds no one at the Killshot Gym believes in him. No one is really helping Kid, until a young man comes in and starts offering some advice. When he introduces himself, he tells him, "I'm your son."

Actor Jon Bernthal, who portrays Sally and Kid's son BJ, found the pairing of Stallone and De Niro irresistible. "Two of my favorite movies of all time are 'Rocky' and 'Raging Bull,' so that's one of the coolest things about being in the film. Plus it was a hilarious script, with that kind of humor that comes out of being really grounded in reality and human life."

Bernthal reveals that at first, the filmmakers "weren't exactly sure about what they wanted from BJ. Did his estrangement from his father mean that he couldn't be like him? I thought it would be interesting to put energy into having BJ be the same kind of a guy as Kid, with the same sense of humor and aggression, and the same way of handling himself. But the fundamental difference between these characters is that, where Kid had a son and bailed, BJ sticks around and raises his son on his own. That's the role of his life, being a father, and it's something that he believes in very much."

De Niro relates, "My character is kind of irresponsible and self-concerned, which aren't qualities that make a good father. But his son seeks him out and he figures he should give it a chance, even though he is obviously going to make some mistakes."

Segal says the emergence of an adult son and grandchild jolts Kid further into his new reality. "Kid must now learn to deal with the fact that he's an aging lothario, a father and a grandfather," the director says. "He has to choose whether or not he's going to grow up."

In preparing for the fight, the choices Kid makes will determine not just if he wins or loses in the ring, but in his life. "In many ways, this story is about unrequited love between many of the characters, and I feel there's a love story that exists between Kid and BJ," says Bernthal. "I think Kid starts to see how great a father-son love can be, if he can rise to the occasion."

BJ proved to be the film's only casting search. Not only did the actor need to resemble De Niro, but the character had some of the most dramatic scenes in what was otherwise a comedy film.

Gerber discovered Bernthal while staying in Washington, D.C. and visiting a hotel gym. As he tells it, while passing by a table, the cover of one of the city's local glossy magazines caught his eye and he thought casually, "'It's Robert De Niro in 'Raging Bull.' But then, I looked closer and realized it wasn't. And not only did Jon look like a young De Niro, he's a really great boxer. He's been a revelation. It was a real score to find Jon."

Bernthal says he was aware of the familiarity. "I had heard a few times before shooting that I looked like him, and I'm just glad the powers that be agreed."

The fact that Bernthal looked like a young De Niro and knew how to box was "an unexpected wealth of riches," as Segal explains it, solving one of the film's biggest challenges: re-creating the actors' looks from decades ago.

"We had a very complicated visual effects scenario in this movie, since the story starts out with flashbacks of their earlier fights. We digitally de-aged Bob and Sly's faces and then had to place them on young fighters' bodies. I needed the young guys to know how to move and box like Bob and Sly," Segal continues. "Jon was such a perfect match to Bob, his body even looked like the young De Niro, so we decided to have him play the younger version of Kid in the film's flashback boxing sequences."

After itching for a rematch for years, the Kid now actually has to deal with the reality of getting what he wanted-and get into fighting shape. The overweight, hard-drinking, hard-partying senior citizen decides to return to the legendary Killshot Gym, where he trained in his glory days.

As Kid walks into the gym he helped make famous, second generation boxing trainer Frankie Brite is holding court with a reality TV crew. LL COOL J, a self-proclaimed "huge, huge boxing fan," was cast in the role. "I thought the script was great, really funny, and it was an opportunity to do some great scenes with one of my favorite actors of all time, Robert De Niro," he says. "I was glad to be a part of it."

Unlike his character, who thinks the Kid is too far past his prime, the actor believes it's never too late to pursue your dreams. "Dreams do not have deadlines," he insists. "Even if you have to adjust your goal or rethink what it is you're trying to accomplish, you can keep dreaming as long as you're passionate about what you're doing, and you're willing to commit. I think 'Grudge Match' kind of speaks to the desire that we all have to be able to resurrect our lives and come back and be reborn or, like the Phoenix, rise from the ashes and take our lives to the next level."

The filmmakers were thrilled to get COOL J. Segal states, "He has an affinity for this kind of movie and a great sense of humor. He's been doing a lot of dramatic television so this was a chance for him to do something fun with some legendary actors, and he really was a blast to have on set."

A large part of the fun in making the movie was how authentic they were able to make the boxing match look, and the filmmakers give credit to HBO for helping to give Grudgement Day the look of a legitimate Pay-Per-View fight. "We were lucky to get on board with HBO to make this fight look completely realistic," says Mehta. "What they brought to the table made it look exactly like their fights, including two of their cameramen and the actual camera positions that they use in the fights. We've got the lighting grid used in their events and the HBO boxing sign. And best of all, we've got Larry Merchant, Jim Lampley and Roy Jones, Jr., who are HBO analysts and commentators, ring announcer Michael Buffer, and Pat Russell, who's their boxing referee."

Long-time HBO Sports commentator Larry Merchant, a former sports reporter and columnist who is widely considered one of the all-time great TV boxing analysts states, "I smiled when I heard Sylvester Stallone and Robert De Niro were going to get into the ring. I thought it was a great idea. Who wouldn't want to see these two slug it out? I wouldn't miss it for the world."

Along with HBO, the UFC also came on board, with light heavyweight champion Chael Sonnen and announcer Mike Goldberg featured in a scene with De Niro and Stallone.

Sonnen says, "If there's one thing that I know about, it's a grudge match-that sometimes, in this business, you just want to fight a certain guy. I think we can all relate to that feeling."

In fact, it is their promotional appearance at a UFC event that sends Razor and Kid's grudge match into the stratosphere.

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