Uptown Girls (2003)

Other key roles were cast with actors with whom the filmmakers were already familiar from other projects. Producer Stevens had recently directed Marley Shelton in his film Just A Kiss, and actor Donald Faison worked with Yakin on Remember the Titans. Yakin says he immediately knew he wanted both actors for Uptown Girls.

"I had to have Marley Shelton as Ingrid," Yakin says. "She's able to convey Ingrid's sensitivity and high strung-qualities, and she's just a really good actress."

As for Faison, Penotti recalls that Yakin was absolutely sure he would make a great addition to the cast. "One of the first things Boaz said when he agreed to direct the film was, 'I have the perfect Huey,'" says Penotti.

"I knew we needed someone immediately charming who represented the party side of Molly's life," says Yakin. "That's the thing about Donald - all he has to do is walk on screen and he is the party."

Brittany Murphy enjoyed being reunited with one of her Clueless co-stars - Faison was in that film as well. "It's like being able to work with someone you've graduated from high school with," she says. "We did our first film together seven years ago. Having him around is like having a family member around."

To fill the role of Neal, Molly's love interest, Yakin wanted someone girls would immediately fall in love with but who was also capable of the subtle nuances he felt the character required. The filmmakers found the right relaxed charisma in handsome Australian newcomer Jesse Spencer. "He's very young, but he's already comfortable with himself. It may come from being Australian," laughs Yakin. Spencer's musical talent and experience were an added bonus for his turn as a budding rocker.

A more spontaneous casting coup was landing Heather Locklear to play Roma Schleine, Ray's mother. Filming had already begun when Locklear was snared for the crucial role. "We racked our brains to think of someone who in a very short time would establish the character in a strong, decisive and also comedic way," says Penotti. "And Heather plays the role in a such a distinctive way. She makes it elegant and funny." Aside from having the right look to be believable as Dakota Fanning's mother, "Heather brought a real rock and roll kind of vibe to the part," says Yakin, which was also key.

Locklear used her connections and had some fun researching for the role of a music maven. "My husband set me up with a woman at Def Jam Records," says Locklear. "I got to sit in on meetings and get that whole vibe, which was great. I was like, 'Ooh, I want your job.' She said, 'I bet you do. And you can't have it!'" she laughs.

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