Three weeks to the shoot, and no one has been cast yet! Kate Capshaw, Kieran Culkin, and Liv Tyler are among those turning the film down. Joseph Middleton brings in a young actor he says is "perfect" for the lead role. It's Shia LaBeouf, from Holes and TV's Even Stevens. Efram Potelle is concerned that LaBeouf isn't likable enough, but the readings go well, and Potelle is won over. Thomas E. Ackerman (Beetlejuice) is interviewed to be the film's director of photography, and the interview goes surprisingly well. At a script meeting, Chris Moore expresses his concern that Kelly, the lead character, is a jerk. Screenwriter Erica Beeney gets a bit defensive. Directors Potelle and Kyle Rankin take a meeting with Jeff Balis, and suggest that they might want to do a rewrite of Beeney's script. Balis tries to dissuade them, but they take the idea to Beeney anyway. The filmmakers learn they may lose LaBeouf due to a scheduling conflict with his promoting Holes. Moore is impressed with how the directors handle location scouting. Potelle misses a script meeting to go pick up the car that the production gives him. Potelle and Rankin want Kathleen Quinlan to play Kelly's mother, but Miramax insists that they offer the role to Jane Kaczmarek. The directors consider threatening to quit over the disagreement.
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