Akeelah and the Bee: Lions Gate Films, the motion picture acquisition, production and distribution arm of Lions Gate Entertainment, and 2929 Entertainment will finance and distribute Akeelah and the Bee, an inspirational, triumph over adversity drama it was announced today by Michael Paseornek, Lions Gate Films President of Production. The film centers on a precocious eleven year-old girl from South Los Angeles whose journey to compete in the National Spelling Bee unites her community. Laurence Fishburne (The Matrix, What's Love Got To Do With It) will play Dr. Joshua Larabee and Keke Palmer (Barbershop 2: Back in Business) has been cast in the title role.

Doug Atchison will direct from his script, which first garnered attention when it won the prestigious Nicholl Fellowship in 2000. Sid Ganis' Out of the Blue Entertainment and Michael Romersa's Reactor Films will produce with Nancy Hult Ganis and Danny Llewelyn in association with Laurence Fishburne's Cinema Gypsy Prods., Inc. 2929's Todd Wagner, Mark Cuban and Marc Butan with Helen Sugland of Landmark Artists Management will executive produce. Mike Paseornek, Lions Gate Films President of Production and Donna Sloan, Senior Vice President of Production, will oversee the project and Jonathan Ruiz, Vice President of Production, will act as the project production executive, which has been fast-tracked for an early 2005 start date. This marks the second collaboration between Lions Gate Films and 2929 Entertainment, following thisspring's thriller Godsend.

"We were so thoroughly impressed and taken with Doug Atchison's winning screenplay that we immediately knew this was a film we wanted to make," said Paseornek. "His is a singular new filmmaking voice which we are looking forward to bringing to audiences everywhere."

"When we first read Doug's script we were blown away," stated Butan. "This is a story with great characters, incredible heart and a positive message and we are thrilled to be working with Doug to bring it to the screen."

Ganis describes "Akeelah" as the 'Rocky' of spelling bee movies. "It's a sports story with a lot of heart." Atchison first developed the idea for "Akeelah" after seeing ESPN's inaugural broadcast of the Scripps Howard Spelling Bee. At the time, he observed that few inner city children participated in the competition. "Akeelah comes from an environment where many kids feel like the Spelling Bee is for someone else. In order to compete, Akeelah must first overcome her feelings of inadequacy. It's the quintessential underdog story," says Atchison. Hult Ganis added, "It champions education in a wonderfully exciting and dramatic story."

Meredith Fine of Coast to Coast Talent Group brokered the deal for Palmer, Jeffrey Finklestein of Del, Shaw, Blye, Moonves, Finkelstein and Sam Gores of Paradigm on behalf of Laurence Fishburne with Robert Melnik, Lions Gate Films Executive Vice President of Business Affairs.

Ganis and Out of the Blue are currently prepping production on the big-screen adaptation of "I Dream of Jeannie" for Columbia Pictures, directed by Gurinder Chadha. Out of the Blue and Columbia are also developing the comedy "The Toy," penned by Bob Burris and Michael Ware and the romantic comedy "The Governess." Atchison, a USC film school alum, is repped by ICM, manager Lou Pitt and attorney Carla Roberts of Greenberg, Glusker.

Cinemark Movie Club
Brian B.