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When Jim Carrey’s Mr. Popper’s Penguins opens this weekend, audiences will get a heaping helping of the rubber-faced actor cutting it up with mischievous critters a la Ace Ventura: Pet Detective. But before Carrey and director Mark Waters came onboard, the cutesy animal comedy was shaping up to be a very different film. Mr. Popper’s Penguins was always going to be an adaptation of the 1938 children’s book about a man who inherits a brood of Antarctic birds. Yet an earlier incarnation of the project, which was being developed by Ben Stiller and director Noah Baumbach (Greenberg), spun the story in a totally different direction.

“I know that Noah and Ben were a constellation that was floating around the movie before I came onboard,” says Waters, whose past credits include Mean Girls and Ghosts of Girlfriends Past. “And to be completely honest it was a script that I had been sent a couple of times by Fox. I had actually passed on it twice because I didn’t get what they were trying to do.” Waters says that in that earlier version of the script, the main character (now a New York real estate developer played by Carrey) was a big-time publicist who represented Indianapolis Colts quarterback Peyton Manning. As Popper’s all-star client develops trouble with his throwing arm, sparking a crisis that needs to be kept under wraps from the press, the harried rep also has to juggle a madcap posse of inherited penguins. “I remember thinking, I don’t know how you guys would make this movie,” says Waters.

Neither did Stiller and Baumbach, apparently. After the high-profile pair moved on to other projects, Waters received a rewrite of the script. “I said to my wife, I just can’t read this script again because I’ve already read it twice,” says Waters. “We were on vacation and she read it and turned to me and said, ‘If you don’t want to do this movie, you and I need to have a serious discussion about your career, because this is great!’ And I was like, ‘Really, even the whole Peyton Manning thing?!’ And she was like, ‘What are you talking about?'”

Eventually Waters agreed to direct the revamped picture and placed a call to Carrey. The two had been talking about working together for a while. “He was the only name I could come up with,” says Waters. “There were one or two comics I was told I could make the movie with and the people who were being bandied about were people that I could never see in the movie. I got lucky. I asked for Jim and I got him.” Alas, Peyton Manning’s trophy shelf will have to remain Oscar-less… for now.

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