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MR. POPPER'S PENGUINS, says Jim Carrey, is a movie that "stands out because it's like nothing else out there. And I still get to be me, kind of crazy and fun and edgy.” Indeed, the film returns Carrey to the comedy style – and movie character – that catapulted him to global superstardom. And Carrey couldn't be happier about it. "I wanted to do a movie that families are going to remember,” he explains. "Some people resist working with children and animals, for fear of being upstaged. But I love capturing the spark of innocence. And what is better than animals – penguins, in our case – and children to bring that out in us?”

MR. POPPER'S PENGUINS is based on a novel, originally published in 1938, written by the husband and wife team of Richard and Florence Atwater. The book tells the very funny yet touching story of a humble, small-town house painter and his family who inherit twelve penguins. Awarded the Newbery Medal in 1939, Mr. Popper's Penguins became a classic through generations, and is a staple on elementary school shelves to this day.

Producer John Davis loved the book, which was well known in his own household. "My children had read the book in third grade, and my wife had read the book in third grade,” Davis says. "Everybody since 1938 had read the book in third grade!” Davis, the producer of such hit films as "Garfield,” "Dr. Dolittle,” and "Daddy Day Care,” found the Atwaters' story appealing on several levels. "It's a great story about a guy who's living a life that's not really working for him,” he explains. "In the book, the penguins are sent to him by an Antarctic explorer he's having a pen-pal relationship with, and the penguins turn his life around and move it to a really fun place. And that idea was kind of enchanting to me.”

The screenplay, written by Sean Anders & John Morris and Jared Stern, updated the Atwaters' book to present day "It's not the 1930s anymore, and Tom Popper is a very different character from the Mr. Popper in the book,” says executive producer Derek Dauchy. "Though the film's Mr. Popper is no longer a house painter who dreams of traveling the world, the script retained the book's sense of fun and its family values. I think that theme stays true in our film, which is about a man who learns something about himself through getting these penguins by happenstance.”

Davis says many filmmakers were eager to tell the story of Mr. Popper and his pack of penguins. But it was Mark Waters, known for "Mean Girls,” "The Spiderwick Chronicles” and "Freaky Friday,” whom Davis thought would be the ideal match for MR. POPPER'S PENGUINS. "I sat down with Mark, and he talked about the picture and his vision of the movie, and I said, this is the guy, this is the director,” explains Davis.

While casting the role of Mr. Popper, Waters and Davis learned something rather surprising about Hollywood's top talent. "I found out that actors and comedians love penguins,” Davis says. "For the first time in my life I had six major comedians to choose from – some of whom showed up at my office with penguin statues and said, ‘I have to do this movie because I love penguins.' But it didn't take long to cast the title role of Mr. Popper. The producer found the perfect "Popper” combination of talents in Jim Carrey, the hugely successful star of such films as "The Truman Show,” "Ace Ventura: Pet Detective,” and "Bruce Almighty.” "Jim is a really talented physical comedian, but also an actor who's able to generate a lot of heart,” Davis notes.

"I remember telling everyone I talked to that there was only one person I could see bringing this character to the screen, which was Jim Carrey,” adds Mark Waters. "Luckily, Jim read the script, and was immediately excited by it. And he's also a huge lover of penguins.” That's putting it mildly. "These penguins are insanely beautiful,” Carrey exclaims. "They are incredible creatures. There are few animals that make you feel love – that strike that kind of chord. It's really difficult to be unhappy about a penguin. That's one of the reasons I did this movie. Penguins are a kind of obsession with me. They are puppies, times ten!”

Once he signed on, the actor worked closely with the director and writers on the script. "The process was incredibly illuminating and fun,” remembers Waters. "Jim is much more than a master of comedic invention; he also has a rare kind of emotional accessibility. When we're working on emotional scenes, his ideas are just as good as his comedic ideas.”

When the penguins are first delivered to Popper's door, he is more than annoyed. "Tom Popper thinks he has it made in his business life,” says Carrey. "He's on an upward career trajectory. Popper is involved in the lives of his family, but he's not really there. He's more concerned about getting the work done and becoming a success. But when the penguins arrive, they turn his business life upside down.” The good news: "They also turn his family life right side up.”

"Popper initially thinks the penguins are the greatest nuisance of all time; there are wild animals running around in his home,” says Waters. "It's like having six toddlers who are not potty trained.” But when his children come for a visit and spy the penguins in his apartment, Popper's ten year-old son Billy mistakes the birds for a birthday gift from his dad, and Popper can't bring himself to tell Billy the truth. "Now Popper can't give the penguins away because his son has made him promise that they're a birthday present,” says Davis. "All of a sudden he's a hero to his kids, and he likes this connection.”

Popper is pleased that the penguins help him reconnect with his children – and with his ex-wife Amanda. To play Amanda, the filmmakers cast Carla Gugino, known for her roles in the "Spy Kids” films, the HBO series "Entourage” and the feature "Watchmen.” For the actress, deciding to take the role of Amanda was easy. "I just read the script, and I thought, ‘I'd see this movie in a second,'” she tells it. "It's so funny, but it's also so human.”

While warming to Popper and his new pals, Amanda is wary of his grand promises to the kids. "Carla grounds our story, and makes the reality of his former family life feel credible and real,” explains executive producer Jessica Tuchinsky.

But the penguins couldn't have arrived at a worse time for Mr. Popper; he's in the middle of trying to land a deal that would earn him a partnership at his real estate firm. But first he must charm a formidable woman, Mrs. Van Gundy, to sell a property he seeks. Waters' choice for the role was an acclaimed and beloved stage, screen and television actress who has chosen to do very few films in recent years: Angela Lansbury. "When I read this script, I had a dream of casting Angela Lansbury,” says Waters. "But it took quite a long courting process. When Angela was convinced that we were making something special, she decided to join us and help make it happen.”

Lansbury says her decision to take the role was two-fold. "I was interested in doing the film because I'm a great admirer of Jim Carrey,” she says. "And I understood that the story was very well known and the book was a classic with children. I always love doing something that children can enjoy.”

For the role of Pippi, Popper's perky young assistant, the filmmakers cast an up-and-coming actress, Ophelia Lovibond. Pippi, a rather high strung young woman with a particular preference for words with the letter "p,” is perpetually at other end of Popper's cell phone or preferably, by Popper's side. "She is his go-to girl for everything he needs, whether it be looking after his children or sorting out his schedule

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