Perry, who is known worldwide as Chandler Bing in the popular TV show "Friends," stars as Dr. Nicholas Oseransky ("Oz"), an unassuming dentist and all-around nice guy whose life has become unlivable but who has no easy way out of it. "He's kind of giving up on life," Perry says.

Bruce Willis, star of the highly acclaimed summer blockbuster "The Sixth Sense," plays Jimmy "the Tulip" Tudeski, who moves in next door to Oz in a peaceful Montreal suburb.

A man who has been headline news for ratting out the leader of the notorious Gogolak Gang, Jimmy is hard to kill. "Jimmy doesn't kill people who are close to him for one reason - he doesn't let anyone get close to him," says Willis. "He would have morals if they didn't interfere with his job."

Oz takes an immediate liking to his neighbor and they become friends even though he has recognized Jimmy as a hit man in hiding.

ROSANNA ARQUETTE plays Oz's wife, Sophie, who is simultaneously scheming to collect the reward on Jimmy's head while also trying to find a hit man who will agree to kill her husband so that she can collect on his life insurance. "She's just one of the meanest people in the history of film," says Perry. "But you can see why he fell for her in the first place because, after all, she is a hottie."

AMANDA PEET stars as Jill, Oz's bubbly, sympathetic dental assistant. "Jill has a lot of affection for Oz and can't believe such a nice guy could be married to such a horrible woman," says Peet. "Then again, Jill also has a pretty big secret she hasn't told Oz about, so she's no angel either."

Peet can currently be seen starring as Jack on the hit WB series "Jack & Jill" and most recently starred in New Line's "Body Shots."

MICHAEL CLARKE DUNCAN, who previously appeared with Bruce Willis in "Armageddon" and recently made a sensational impression in the Warner Bros./Castle Rock drama "The Green Mile," stars as Franklin "Frankie Figs" Figueroa, a Chicago hit man who draws Oz into the Gogolak Gang inner circle. "Frankie came up through the ranks with Jimmy the Tulip," Duncan says. "Frankie respects what Jimmy has done and knows not to cross him. He's working for Janni Gogolak. His true loyalties are with Jimmy, but he's also a hit man, so loyalty can take you only so far."

NATASHA HENSTRIDGE, who shot to prominence as the half-alien star of "Species," stars as Jimmy's beautiful, estranged wife Cynthia, with whom Oz finds himself falling hopelessly in love. Henstridge describes Cynthia as someone who "grew up on the right side of the tracks. She went for the boy who was a little more dangerous than she should have gotten involved with. She's now living with the mobsters who are trying to track Jimmy down and also living with the knowledge that Jimmy wants to kill her."

Oz has finally found something worth living for. To save Cynthia's life, Oz embarks on a high risk gamble to outsmart Jimmy the Tulip and Janni Gogolak (KEVIN POLLAK) with his Hungarian gang, and to keep Cynthia alive without having to kill anyone in the process. Jimmy, meanwhile, has a new name for his hit list: Oz.

But he's willing to negotiate.

"It's an intriguing comedy that's full of twists and turns, and surprises," says director Jonathan Lynn ("My Cousin Vinny").

Producers David Willis and Allan Kaufman profess that putting together "The Whole Nine Yards" was probably the quickest deal ever made. Returning from a Planet Hollywood promotional trip in Dubai, Kaufman started to read the script, which had been given to him by Mitchell Kapner, a long-time friend. Kaufman, who went to the Planet Hollywood openings as the percussionist and the production manager of Bruce Willis's band, soon awoke the other passengers (which included Bruce Willis, his brother David Willis, and actress Tia Carrere) on the private jet with his laughter, causing David Willis to inquire what was so funny. The script pages were flying around the cabin and by the end of the flight Bruce Willis was in and Carrere's husband, Elie Samaha, agreed to finance the film before the jet had even landed in L.A. A few weeks later David Willis was in Montreal scouting locations.

Kaufman and Willis were fans of "My Cousin Vinny" and "Nuns On the Run" and they quickly arranged a meeting with director Jonathan Lynn and Bruce Willis. "Bruce and Jonathan took an immediate liking to each other," says producer Willis. "Jonathan had been an actor before becoming a director and Bruce felt comfortable that they shared the same sense of humor and vision for the film."

A highly respected comedy director and writer, Lynn had created and written the award-winning British television series "Yes, Minister" and sequel "Yes, Prime Minister." Lynn worked closely with screenwriter Mitchell Kapner on developing the final script. Said Lynn, "Having been a comedy writer all my life, I have tremendous respect for other writers who have written funny scripts. The first draft of the script was an excellent piece of work. I was really lucky such a good script arrived through the mail. That's a rare and wonderful thing."

Mitchell Kapner, who has been a professional writer for the past nine years, originally set the story in Miami. When the idea of moving the production to Montreal was discussed, Kapner said, "I understood immediately how setting the story in Montreal could really work for the character of Jimmy. It made sense that he would hide out from a Chicago gang somewhere across the border where it would be unlikely he would be recognized."

Director Jonathan Lynn credits Bruce Willis with generating a creative, collaborative environment on-set. "Bruce is as extraordinary an actor as you would expect from someone who has been at the top for so long," Lynn says. "I also knew from his days with 'Moonlighting' that he could be outrageously funny. What I discovered is that he's a totally unselfish actor. During our rehearsal periods he would take me aside and say, 'Have you noticed that Matthew's doing a wonderful thing here,' or 'Amanda's got that terrific moment there.' He wanted to make sure that everybody else in the film looked good."

The actors and director alike approached the production with an eye toward allowing for spontaneous improvisation to enrich the script. "I think we realized early on in the filming that adding a level of physical comedy could be really funny," says Matthew Perry. "I've now done a number of really big falls and my body is a little busted up. I'm not the kind of actor that just comes in and says what's written on the page. I love to come in and pitch different things, so five out of ten of my ideas would sneak in. Jonathan and I began to understand one another without ever talking about different takes. I'd do anything for a laugh in this movie."

"I think Matthew came up with most of the ideas for these falls," Lynn says. "I wouldn't have suggested some of the things he did and quite frankly thought they might be dangerous. He seems to be made of rubber because he somehow doesn't hurt himself in all of this. He's a charming leading actor and very attractive, but he's also an immensely talented clown."

More challenging for Perry was how to star opposite an actor as popular and accomplished as Bruce Willis. "He's the first big star that I've worked with, so I was kind of intimidated," Perry recalls. "I wasn't sure how the dynamic would work but he got a kick out of being funny again. So, the dynamic became: whoever comes up with the funniest joke wins. Every day we would come in and pitch things, which was really cool."

Jonathan Lynn particularly liked the three female roles in the script and cast Natasha Henstridge to star as the romantic interest opposite Matthew Perry.

Henstridge describes Cynthia Tudeski as "the kind of role that I think is every woman's fantasy to play. She's reminiscent of the strong women who did roles in the '40s and '50s, like Lauren Bacall or Grace Kelly. She manages to stay cool and keep her head throughout."

Starring in her first comedy provided an exciting challenge for the young actress. "When you work with Bruce Willis, Matthew Perry and some of the other comedic actors in this film, it's a little hard to keep up with them," Henstridge says. "Jonathan really helped me develop the character of Cynthia. He's very much into getting the performance he wants and I trust him completely."

To portray Oz's scheming wife, Sophie, the filmmakers cast Rosanna Arquette, who delivered acclaimed comedic turns in such films as "Desperately Seeking Susan" and "After Hours." Says David Willis, "When we met with Rosanna, she really nailed the character at once. We asked if perhaps she could do the role in a French accent. She took 15 minutes to prepare and then had us on the floor laughing hysterically."

For the role of Jill, Oz's dental assistant with a few surprises up her sleeve, the filmmakers wanted a fresh face and a lot of talent. They cast newcomer Amanda Peet, who stars in the hit WB show "Jack and Jill." "Amanda is hilarious," says Lynn. "She manages to be funny and sexy simultaneously, which is a hard thing to pull off. She plays this totally amoral person and it's a lovely performance."

For his role as professional hitman Frankie Figs, Michael Clarke Duncan reunites with Bruce Willis, with whom he previously worked in the hit adventure film "Armageddon." Asked to describe Duncan, Lynn says: "Big. He's big. Bruce Willis suggested him for the role and he has proved to be a terrific actor and his biceps are as big as my thighs!"

Willis had also suggested Duncan for the role of John Coffey in the Warner Bros. drama "The Green Mile."

Rounding out the cast are Kevin Pollak as the powerful but bumbling Janni Gogolak and comedian Harland Williams as an ill-prepared hitman.

Although the script originally set the story in Miami, both for financial and creative reasons the scenario was moved to Montreal. Production designer David Snyder was one of the first to suggest that Montreal be used not just as a backdrop but to actually incorporate the locale into the script. The filmmakers quickly agreed. "I think in a funny way this film has a sort of French sensibility," says the director. "There's a great tradition in France of funny movies about gangsters, such as 'Borsalino' and 'Shoot the Piano Player,' that have a combination of amorality and sweetness that is more typical of a European than an American picture."

"Once the story was set in Montreal, we had a fabulous opportunity to shoot the city and take advantage of all the marvelous architecture, the environment and the French signage," adds Snyder. "We found wonderful settings for each scene that give the film a fresh look for audiences who may not be familiar with this city."

One of the most difficult locations for the filmmakers proved to be the suburban enclave where Jimmy the Tulip moves in next door to Oz. "We needed to find a place where we could shoot for 11 days and not totally disturb a neighborhood," Snyder remembers. "We were lucky to find a pair of mismatched houses without too many trees so we could achieve the sightlines necessary for the story. We had to add windows to the houses but, strangely enough, the owners were very happy to keep them."

"We only used a few locations to double for the Chicago scenes," adds Snyder. "One of these was the Gogolak mansion, which in the script was set on Lake Michigan. We found a beautiful property here on a wide expanse of water that fit the bill. We also used the dining room in Eaton's, a landmark department store in Montreal, which had lovely art deco styling to which we added a few graphics to give it a Chicago look."

The production strove to use the vistas of Montreal for maximum effect. All interior sets had windows with views, such as Oz's dental office, which was situated in the old town with views of the famous Old Port. Shooting also took place at the city overlook on the top of Mont Royal, the Jacques Cartier bridge and streets in the old town and business district.

"I had never been to Montreal before but was delighted at the opportunities presented to us," recalls director Lynn. "We had a lot of street scenes to shoot and while some people feel that they don't have enough control over an open environment, I rather liked the spontaneity of it. I like to see what happens. I'm happy to have real traffic and real people going by in the shots. I think it adds a sense of normalcy and truth to what you see on screen."

"I'd be in the middle of a scene and someone would go, 'Hey! It's the guy from 'Friends!'' and then you have to cut and start over," Matthew Perry adds with a laugh. "But it was also kind of neat because as an actor, you like to perform in front of people, so it was interesting for me."

The finale of the film was shot on the Canadian side of Niagara Falls, a location suggested by David Snyder. "Being from Buffalo myself, I was used to Niagara, which is known as the honeymoon capital of the world, and felt it would be a compelling backdrop for the final sequence," he comments.

Costuming the eclectic group of characters fell to wardrobe designer Edi Giguere. "I sometimes feel it is more difficult to dress people in contemporary clothes than period," notes Giguere. "With period, there is not so much subjectivity and, of course, you are locked within a certain style. Everyone knows what they want to wear today and how they think they look their best."

Despite Giguere's research into what mobsters were wearing, Bruce Willis came with clothes he thought right for his character, "and I supplemented those mostly from the designer Cerruti which he ultimately wore in the film," Giguere remembers.

For Matthew Perry's dentist, Giguere chose a classic, Gap-style look but managed to include some Donna Karan and a Hugo Boss tuxedo.

She most enjoyed dressing Natasha Henstridge's Cynthia. "Natasha was wonderful to shop for," Giguere notes. "She has a marvelous figure and coloring so I chose some new designers from New York such as Tufi Dwek but also added some classic Prada touches. I was most thrilled with the wedding dress and found a beautiful gown from the designer Amsale. This was a complete contrast to Rosanna Arquette's character," she adds "where I needed to add much more color and dressed her in Dolce & Gabbana and Versace."

Morgan Creek Productions and Franchise Pictures present Bruce Willis and Matthew Perry in "The Whole Nine Yards," a comedy about life, love and plenty of ammunition. Directed by Jonathan Lynn and written by Mitchell Kapner, "The Whole Nine Yards" also stars Rosanna Arquette, Michael Clarke Duncan, Natasha Henstridge, Amanda Peet, Kevin Pollak and Harland Williams. The film is produced by David Willis and Allan Kaufman and executive produced by Elie Samaha and Andrew Stevens. The creative behind-the-scenes team is led by Director of Photography David Franco, production designer David L. Snyder, costume designer Edi Giguere and editor Tom Lewis. The co-producers are Don Carmody, James Holt and Tracee Stanley, and line producer is Mike Drake. Music is by Randy Edelman and Casting by Nancy Naylor. A Rational Packaging production in Association with Lansdown Films, "The Whole Nine Yards" is distributed by Warner Bros. www. nineyards.com

Copyright © 1999 Warner Bros. and Morgan Creek Productions, Inc. (All rights reserved). This written material to be used solely for advertising, promotion, publicity or reviews of this specific motion picture and to remain the property of the studio.

© 2000 Warner Bros.