What's the Worst that Could Happen? (2001) is based on Donald Westlake's novel of the same name, discovered by producer Wendy Dytman for The Turman-Morrissey Company when it was still in galleys. It was one in a series of novels Westlake has been writing for over 30 years, the Dortmunder Books, several of which have been made into movies. "Westlake is a wonderful writer. Like Elmore Leonard and Carl Hiaasen, he has a real gift for writing wonderful and colorful characters," says Dytman, a longtime fan. "I've always loved these books, but this was the most cinematic of any I'd read from the series. "

Director Sam Weisman adds, "The thing that attracted me to it was that it reminded me of Damon Runyon's stories, which were the basis for the musical 'Guys & Dolls. '"

At the center of the story are two seemingly very different men, caught up in a stupendous battle of egos.

On the one side is Max Fairbanks, a very wealthy, powerful man who has built an incredibly successful business empire by being ruthless. On the other side is Kevin Caffrey, a sophisticated procurer of other people's possessions.

An accidental meeting brings the two men together, and in a simple moment their fates are sealed: Max catches Kevin during a robbery attempt at his beachside mansion, and once Kevin is caught and flanked by police officers, Max steals Kevin's lucky ring in retaliation, claiming it as his own. Because the ring is his girlfriend's, Kevin is furious and vows to stop at nothing in getting it back.

"It's a simple but strong situation," says Turman. "You have something I want. How do I get it back? It's a classic theme throughout the history of film, from The Guns of Navarone on. " What starts out as a petty gesture of revenge quickly escalates into a full on war of wills, each man meeting his unlikely match in the other.

In casting the film, Turman had an instinct about the role of Max, the billionaire tycoon. "I went to Danny DeVito before I even went to cast the other lead role, because Danny seemed so ideal for the part. He has that street-smart, tough quality mixed with a vulnerability that was perfect for Max. "

"Max is very stubborn and headstrong. He wants his own way about everything," says DeVito. "But he is also a really charismatic guy with lots of energy. " Producer David Hoberman adds, "Max is a great character who is in it for the love of the game. He's audacious, but someone we love at the same time. " With DeVito signed on to play Fairbanks, the filmmakers went in search of an actor to play the thief, Kevin Caffrey.

They needed a special actor to bring the role to life on the screen, someone to balance the comedy and romance who's likeable and funny. Martin Lawrence was the perfect fit. "Martin Lawrence has a very warm, sympathetic, charming quality," says Turman. Hoberman agrees: "Martin is a tremendously gifted actor-comedian, and this role really gives him a nice career turn. "

Lawrence was attracted to the project because it struck him as unique. "I thought it was an interesting story. With a good cast, I thought we could really do something a little different," says the actor, who also served as executive producer on the project.

With the leads cast, Weisman pressed on to bring the story to life. With over 15 years of experience directing comedy, including several Emmy Award nominations and the proven success of films like George of the Jungle (1997), Weisman brought a well-honed knack for hitting the funny bone. Originally an actor by training, Weisman is an actor's director. "He brings an enormous amount of enthusiasm to anything, and actors love him for it," says Hoberman, with whom Weisman also teamed on George.

"Sam is a dedicated director," says Martin Lawrence. "He has a way of getting the best out of all the talent, each and every one of us, in different ways. He gives us room to improvise. " William Fichtner agrees: "I truly get a feeling from Sam that he's very excited about putting all the parts together, getting the best people he can. He creates a very safe and creative space to work in. " Glenne Headly adds, "Sam enjoys comedy a lot, so he laughs a lot. That's very nice to have on the set of a comedy, someone who's laughing, because it give you confidence to keep going. "

"There's actually a scene in the movie (I won't say which one it is) where my laugh is actually present in the scene," Weisman admits. "It's actually the third movie in a row where that's happened, because you don't want to replace the dialogue; you just hope that in most theaters they think it's the noise of a small animal. "

Weisman is the main reason the film was shot in and around Boston, Massachusetts; he wanted to the story to come alive in a real environment that he knew.

The production spent three months using many of Beantown's most notable landmarks, including the Boston Commons, the Public Garden, Beacon Hill and the State House. Because Weisman is himself a celebrated resident and is active in the community, the production was granted permission to shoot in some extraordinary locales. For instance, in the lovely hamlet of Manchester-by-the-Sea, the old Jordan Estate (once owned by the Jordan Marsh department store family) was used for the Fairbanks' beach house.

The crew was also allowed to park themselves and several tons of equipment in the beautiful four-story townhouse of a prominent Boston family, and several owners donated their location fees to local charities.

When it came to casting the rest of the plum roles, the script had something that's hard to find in many movies: interesting roles for women.

Indeed, it is the women who finally band together in a solution to end the egomania and carry the story to its end, and the filmmakers put together an enviable cast of actresses

"It's populated by a lot of quirky characters, which is unusual for a big-budget comedy," says Saturday Night Live alumna Nora Dunn, who plays Max's wife, Lutetia, the one person Max will listen to. Nora was the first woman to come in for the role. "We liked her immediately," says producer Hoberman. "She has a dignity and class about her. She just fits with Danny. "

For Glenne Headly, cast in the role of Gloria (Max's trusty, tarot-reading and all-too-loyal assistant), the film is "more of an old-fashioned comedy. " "Glenne is a totally unique actress," says Turman, a longtime admirer. "She has a totally unique sense of humor and way about her. "

For the object of Kevin's affection, the beautiful Amber, the filmmakers had to cast someone immediately compelling, yet who would be a fish-out-of-water with Kevin's oddball friends. Enter Carmen Ejogo. Having scored kudos for her portrayal of Sally Hemings in the CBS miniseries and recently in Kenneth Branagh's Love's Labours Lost (2000), the English-born, part Scot, part Nigerian actress was perfect for the role.

"This is a girl Kevin is smitten with instantly," says Turman, "because she's unlike anyone he's ever met before. " Hoberman explains that while the filmmakers were immediately struck by Ejogo's good looks, it wasn't until she read for the part a second time that they found something unique she brought to the role. "She had come in and read for the part with an American accent," recalls Hoberman. "Then we had her read with an English accent. We thought about the nature of the character, this woman who comes from the outside into Kevin's world and has to assimilate into it. We decided it would be really interesting to play her with an English accent, which was, of course, very natural to Carmen. "

As for the men, John Leguizamo brought his inventive, Emmy-winning talent to the character of Berger, Kevin's partner-in-crime. "He's a goofy thief who always gets the scams wrong," says Leguizamo. Always interested in stretching his talents in new directions, he wanted the opportunity to put a new twist on an old theme. "I thought it would be fun to play Martin's buddy, like Hope and Crosby, Abbott and Costello. " He and Lawrence were able to add to each other's comic performance exponentially. "They're very funny together," says Hoberman. "John's a great balance for Martin. They bounce off each other. "

In the role of Kevin's Uncle Jack is the very talented Bernie Mac. Mac received wide recognition last summer for his part in Spike Lee's phenomenal hit Original Kings of Comedy, The (2000), a documentary-style film of Mac's sold-out U. S. tour with three other comedy kings that was both a critical and box-office success. Mac was attracted to the role precisely because it was a little different than his usual fare. "It gave me the opportunity to showcase myself in another arena," says the actor. "It gave me an opportunity to stretch and play a character that is so different. "

Mac and Lawrence are long time friends and colleagues, going back years before either of them found success. "I've always respected Martin and he's always respected me, going back to our comedy club days. I think that's important when two people like each other, and I truly like Martin. "

In a surprising casting twist, the otherwise rugged and chiseled-jawed William Fichtner plays an unusual and highly idiosyncratic detective sniffing out the robbery at the Fairbanks' beach house. "My manager asked me to read the script, looking at another role," says Fichtner. "I went back to him saying 'No, no, no, this is the role. I've got to play Tardio. '"

Detective Tardio nullifies every expectation you might have of a Boston police detective - neither a guy's guy or a woman's guy, Tardio is most definitely his own man. With a flamboyant swagger and a love for fluffy white dogs, Tardio is an individual whose uniqueness makes you wonder how he ever got on the Boston Police Force in the first place. "The bottom line is, he has to be really good at his job," says Fichtner, "because I can't imagine any other way that the police force would keep him on. "

While Weisman had no doubts about Fichtner's acting abilities, he was originally looking for someone a little less masculine. To persuade him, Fichtner says, "I have a friend of mine who does hair and make-up for E!. She came over and helped me with a wig and some make-up. " He then took his new look in to the filmmakers and worked his magic. "It was enough for Sam and David to say, 'I think this will work out. '" From there costume designer Jeffrey Kurland, make-up artist Ken Chase and hair stylist Jan Alexander worked together to transform Fichtner into the strange and comical detective seen in the film.

Rounding out the cast are Ana Gasteyer as Berger's shrill but loveable wife and The West Wing's Richard Schiff as Max Fairbanks' personal lawyer, a man with the unenviable task of dealing with Max's numerous legal shenanigans in addition to his less-than-desirable personality.

Larry Miller plays Max's overzealous head of security, and Lenny Clarke and Siobhan Fallon add spice as a husband and wife locksmith/escape artist team who scream at each other as only those most in love can do.

Martin Lawrence says of the supporting cast, "These are all very talented people. I enjoyed working with all of them, because each provides a different dimension to the story. "

Adds Weisman, "Everybody has their moments where they score, and it's very gratifying to see that happen. All of them really had a great time. " The cast and filmmakers are sure audiences will, too.