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The inspired pairing of Bernie Mac's rapid fire,hard-hitting delivery with Ashton Kutcher's effortless, physical comedy made director Kevin Rodney Sullivan keen to direct this decidedly modern take on an overprotective, but loving, father confronted with the unexpected arrival of his prospective son-in-law.

Mac, a longtime fan of classic films, seized on the idea of a comedic variation on one of his favorite movies. Guess Who's Coming to Dinner. Mac brought the idea to Jenno Topping, one of the producers of Charlie's Angels®: Full Throttle, in which Mac co-starred with Cameron Diaz, Drew Barrymore and Lucy Liu. Together they began developing the project, inverting the racial disparity to give it a more contemporary twist and incorporating the themes of family loyalty and romantic commitment.

Says Topping: "I think Bernie had an instinct for who the character of Percy Jones was. He has always been willing to be brutally honest and is known for taking chances with his comedy, always willing to say what no one else is willing to say. I think that's part of what drew him to this material in the first place and what makes him perfect for this role.”

For Mac, Guess Who was an opportunity to pay homage to the films he loves and the actors he respects. "Growing up I watched all these great old movies with actors who inspired me and motivated me to perform. The realism of those films like Guess Who's Coming to Dinner, was attractive to me. Spencer Tracy and Sidney Poitier were so powerful and eloquent about who they were and Katherine Hepburn was just as powerful without saying a word.”

Guess Who incorporates many tried-and-true classic Hollywood themes, such as the chagrin of a father realizing his little girl has grown up and he is about to lose her to another man.

"One of the things that really interested me,” adds Topping, "was the different groups of people that constitute a family nowadays. This story explores that theme in an innovative and fresh way.”

Coincidentally, Kutcher and Jason Goldberg, his producing partner at Katalyst Films, were interested in developing a similar project. They thought the premise was interesting and if the material was handled properly it could make for a viable modern-day comedy. Says Goldberg, "I'm a firm believer that great comedy comes from a real place and doesn't have to be over the top. The premise of Guess Who had the potential to be a really smart comedy and that's something Ashton and I had our eyes on from the very beginning.”

The genesis of Kutcher's interest in the subject evolved from his friendship with hip-hop impresario Sean "P Diddy” Combs, which generated a great deal of interest in the media. Says Kutcher, "What was really interesting about my friendship with Sean is they way people would look at us hanging out together as if it shouldn't happening, like we were this weird odd couple. I think that's when the motivation to act on the idea went into high gear. I said ‘We need to do this.'”

Unbeknownst to Kutcher and Goldberg, Mac was already in development on his project. "We had no idea that there was an existing script when we met with Jenno,” says Goldberg, "but it has turned out to be a great collaboration. We really joined forces and it's made for an amazing partnership. The pairing of these two amazing comedic talents with such different styles is magical. Having two guys with that kind of chemistry is extremely rare. We've seen it in films like 48 Hours (Nick Nolte and Eddie Murphy) and Rush Hour (Chris Tucker and Jackie Chan) but it's not something that comes along very often.”

The filmmakers recognized the enormous potential of a Mac-Kutcher pairing early on as the two actors had briefly worked together when Kutcher appeared on Mac's hit television series, "The Bernie Mac Show,” with uproarious

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