November 12, 2004 at 05:00 AM EST

One of Topher Grace’s favorite lines from his brief cameo in 2001’s caper flick Ocean’s Eleven went by so quickly, most people probably missed it. In the movie, Grace is an obnoxious young TV star named. . . Topher Grace, a cocky, vapid, bad-leather-jacket-wearing takeoff on every obnoxious young TV star the actor had ever come across in Hollywood. (”You know what these kids are like,” Grace says now. ”They’re all the same.”) In an early scene, he’s making small talk with George Clooney’s debonair thief Danny Ocean over a game of poker. ”That’s hard to do, isn’t it,” Ocean asks him, ”crossing over from television to film?” Grace sniffs. ”Not for me, dude.”

The joke was about Clooney, the former ER doc (and before that, the guy who hung around with Blair and Tootie on The Facts of Life) who’d successfully transitioned to movie star. But on another level, it was also about Grace and his own tricky position as a young actor on a sitcom, That ’70s Show, trying to break into movies. Three years later, the joke still reverberates. ”Unfortunately, that’s the way television is,” says Grace over lunch at a Los Angeles restaurant, wearing a weather-beaten baseball cap to cut down on the hey-look-it’s-him factor. ”There have been a lot of great TV actors who the audience couldn’t see outside their character. You kind of have one chance.”

In March, Grace will end his seven-year run playing ’70s-era high school Everydude Eric Forman, and at 26, he’ll come face-to-face with the same question that hits every sitcom star when the laugh track stops: So what now? The answer has started to come into focus. Grace has been getting raves for his performance as a rakish painter who gets seduced by Laura Linney in the indie romantic drama p.s. In December, along with another quick cameo in Ocean’s Twelve, he’ll star in the comedy In Good Company, written and directed by Paul Weitz (About a Boy).

In the film, Grace plays an ambitious, young corporate shark who gets promoted over an older, more seasoned Dennis Quaid, and starts dating his daughter (Scarlett Johansson) on the sly. ”It’s really a father-son story between me and Dennis,” says Grace. ”It’s kind of like Jerry Maguire, in the sense that it has everything.” It’s also Grace’s biggest starring role to date, and his first real taste — and test — of leading-manhood. Like Tom Cruise in Maguire, he has to go from self-centered jerk to heartwarming hero by the time the credits roll.

From a studio executive’s perspective, Grace wasn’t the most obvious casting choice. The closest he’d come before to carrying a major film was with January’s teen comedy fizzler, Win a Date With Tad Hamilton! ”I shouldn’t have been in contention to do In Good Company,” he says. ”If you saw the list of people, I was by far the least famous person being considered. By far.”

Weitz admits Grace wasn’t initially on everyone’s radar: ”Film people don’t tend to watch television, and some people weren’t particularly aware of Topher.” But in the course of several auditions, the actor convinced Weitz and the studio that he had just the mix of boyish vulnerability and snarkiness the character needed. ”Topher has this weird combination of innocence and cynicism,” adds Weitz. ”He has the capacity to be not just an Everyman, but an Everyman with some darkness to him.”

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