Filmmakers Peter Farrelly and Bobby Farrelly have long been recognized for their distinctive, envelope-pushing comedy style. Who could forget Jeff Daniels dealing with the intestinal aftershocks of a powerful laxative in the Farrellys' debut feature, "dumb & Dumber (1994)"? Or Ben Stiller getting his "beans and franks" caught in his zipper, and Cameron Diaz sporting some organic "hair gel" in "There's Something About Mary (1998)"? And Jim Carrey waging war with himself in "me, Myself & Irene (2000)"?

But the Farrellys have long insisted that beneath their outrageous cinematic antics lies a heart, and characters that audiences can root for. "For our movies to succeed, audiences must care about the characters," insists Peter Farrelly. "You want Ben Stiller to get together with Cameron Diaz in 'There's Something About Mary (1998)', and for the schizophrenic cop played by Jim Carrey to figure out the way to Renée Zellweger's heart in "Me, Myself & Irene (2000). " Audiences laugh, certainly, but they walk away from a Farrelly brothers film feeling good.

For their latest directorial effort, SHALLOW HAL, the Farrellys have upped the emotional stakes. The film has all the visual and verbal humor audiences have come to expect from a Farrelly comedy, but for this unconventional love story, the filmmaking duo wanted to zero in on the heart, as well as the funny bone. "There are a lot of laughs in this movie, but it's not just about the laughs," explains Peter Farrelly. "It's really about the story, about a guy who finds his soul and realizing what's truly important. "

Bobby Farrelly agrees that SHALLOW HAL represents a new direction for him and his brother. "Peter always said we hadn't made our best movie yet because while we'd made people laugh, we hadn't made them laugh and cry. SHALLOW HAL is our most emotional film. " Adds the Farrellys' longtime producing partner, Bradley Thomas: "I think SHALLOW HAL is an important film for Peter and Bobby. Their jokes are as funny as ever, but this time they're a bonus. There is a strong message behind the story about seeing inner beauty, when everything in today's society is so focused on the superficial. The movie is like an old-fashioned love story, and the relationship between Hal and Rosemary is really the spine of the film. "

The object of Hal's desire is not the lithe and gorgeous Rosemary he sees, but rather a 300-pound woman. While that premise could easily have led to what Peter Farrelly calls a "fat joke movie," he and brother Bobby were careful to avoid any derogatory perceptions. "SHALLOW HAL is a movie about inner beauty," Peter points out. The point of the movie is that the shell shouldn't really matter. What's important is getting to the heart of a person. " Adds Gwyneth Paltrow, who plays Rosemary: "The message of the film is very positive and hopeful. I think it's really sweet and coming from the best possible place. "

SHALLOW HAL's mix of heart, laughs and emotion sprang from the mind of Sean Moynihan, a retired computer software marketing executive who had impressed the Farrellys with some humorous letters he had written. Peter and Bobby had so much fun reading Moynihan's correspondence that they encouraged him to pursue a screenwriting career. Moynihan came up with a script called "Eye of the Beholder," about a man who learns to see inner beauty. Intrigued by the premise, the Farrellys developed the script with Moynihan.

Several years and numerous drafts later, the script, now titled SHALLOW HAL, was ready to go. Casting the role of Rosemary, a svelte goddess (in Hal's eyes) who also possesses an inner beauty, was surprisingly easy: The Farrellys wrote Rosemary with Gwyneth Paltrow in mind - and she readily agreed when the directors offered her the part.

Paltrow's casting, like Cameron Diaz in "There's Something About Mary (1998)" and Renée Zellweger in "Me, Myself & Irene (2000)," points to the reality-based nature of the Farrellys' comedies. "Peter and Bobby always look for an actress who can play it real," notes Bradley Thomas. "They don't go for the obvious choice of a comic performer. "

According to the Farrellys, Paltrow brings more than reality to the role. "Gwyneth has a quality that goes beyond mere beauty," says Bobby Farrelly. "She has an ethereal beauty and a luminosity that you can't teach. She just glows when she's smiling, looking like she's happy and in love. That's exactly what was needed for the cha'zracter of Rosemary. "

Working with the Farrellys gave Paltrow the chance to explore a different side of her considerable talents. SHALLOW HAL was a departure from the types of roles for which she is known best, like her work in the period pieces "Shakespeare In Love (1998)" and "Emma (1996). " "I thought it would be so much fun to work with Peter and Bobby and do something that was different, outside myself and a departure from what people expect of me," she says. "It was a wonderful break from the corsets, crying and accents that have been such a big part of my career. "

Paltrow also embraced the role's physical challenges. Eschewing the use of a stunt person, she collapsed on several chairs rigged to break underneath her, swan-dived into a swimming pool with tsunami-producing turbojets, paddled a canoe with its stern hoisted in the air, and carried co-star Jack Black in her arms.

Paltrow also was game for the arduous, four-hour makeup process involved in donning a fat suit required for sequences where Rosemary is seen in her actual 300-pound form. The filmmakers and special makeup effects supervisor Tony Gardner wanted to make sure that Paltrow was identifiable in the multiple-piece suit, and underneath layers of foam latex and a wig. Above all, it was essential that Rosemary look like a real person and not someone they were making a joke of.

The suit's obvious physical function was only a small part of its ultimate importance to the actress. During the initial makeup test, Paltrow decided to give the suit a trial run in a New York hotel. It was an eye-opening experience that provided critical insight into the character of Rosemary. "I wanted to see how well the suit worked, so I wore it in the hotel bar," Paltrow recalls. "I realized immediately that no one was making eye contact with me, or would even look in my direction. No one wanted to connect with me. It was a profound, very sad and startling experience. "

With Paltrow aboard, the filmmakers set about casting the title role. Initially, they considered going after today's hottest leading men, but soon realized that audiences would have a hard time forgiving a handsome man for inveterate womanizing. "But when an average-looking guy is depicted as shallow," notes Bobby Farrelly, "at least you say, 'Well, he has no right to be that shallow. ' So we felt audiences would look more favorably at this flaw in a guy who was more an 'everyman' type. "

The Farrellys and Bradley Thomas had seen exactly this everyman type in Jack Black's performance in the critically hailed comedy "High Fidelity (2000). " "After screening the film," says Bradley Thomas, "we realized Jack was everything we needed for Hal - he was fresh and had this incredible 'likability factor' and energy that were essential for the role. And he is very, very funny. "

The Farrellys offered Black the role without having him screen test. But Black was so nervous about making his starring debut for the famed directing duo that he insisted on auditioning. Although the filmmakers finally convinced Black to take the part without a dry run, his fears were hardly squelched. According to Peter Farrelly, Black, whose career is just breaking out, was "genuinely intimidated by working with Gwyneth Paltrow, a beautiful, Oscar®-winning actress who has starred in a bunch of great movies, that he was about to bust going up against such a powerhouse. "

"Not only hadn't I done a leading role before," adds Jack Black," but I've never played anything romantic. So I knew playing Hal would be a real challenge. "

Surprisingly, the Farrellys were delighted with Black's initial nervousness about working opposite Paltrow. "That real-life dynamic really worked," comments Peter Farrelly, "because in the story, Hal, an average guy who has been unsuccessful in his pursuit of gorgeous women, is intimidated by what he perceives as Rosemary's beauty. "

But any intimidation that Black felt was quickly erased; once filming began, the two actors became good friends. Paltrow even joined Black, a noted musician and singer as part of the duo Tenacious D, in a few impromptu duets. "I wasn't expecting it, but Gwyneth has a kind of goofy side," says Black. "She'd always be making up crazy lyrics to songs, making funny faces and cracking me up. "

Jason Alexander joins Paltrow and Black to portray Hal's best friend Mauricio. Noddin' and bobbin' his head as he searches for impossible physical perfection, Mauricio is even more shallow than Hal. According to the Farrellys, the famed "Seinfeld" co-star's comedic talents and familiarity to the audience were key to the role. "Mauricio's a shallow character, but he also has to be affable and funny," says Bobby Farrelly. The audience knows and likes Jason, so they're disarmed by the charm that he brings to Mauricio, despite the character being a bit of cad. "

Alexander, a director in his own right, appreciated the character's foibles, as well as the opportunity to observe the Farrellys in action. "I loved the way Peter and Bobby work," says Alexander. "Those guys live on the edge of comedy and their approach. Some directors change things between takes, but Peter and Bobby will actually change things during a take. It was shoot-from-the-hip kind of stuff, which made filming a lot of fun. You were never sure of what you were doing and always on your toes. "

Also figuring prominently in the story is Hal's friend Walt, a happy-go-lucky guy with a Midas touch who takes things as they come - including the fact he has spina bifida, a congenital disorder in which the spinal column is imperfectly closed. Casting non-professionals in key supporting roles (like teacher Michael Bowman as a psychotic albino waiter in "Me, Myself and Irene") is a Farrelly tradition, and for SHALLOW HAL, they created the character of Walt for IBM executive Rene Kirby.

The Farrellys had met Kirby while shooting "Me, Myself and Irene. " "We were at a bar one night and all of a sudden I felt a tap on my shin," recalls Peter Farrelly. "I looked down and Rene Kirby was passing me by, moving on all fours. I thought, 'What the heck was that?'

After inviting Kirby over to have a beer, Peter learned that that Kirby was born with spina bifida. But his parents never allowed him to use a wheelchair, walker, or crutches, so Kirby walks on all fours - he is probably the only person in the world who gets around this way - and subsequently has a pumped-up upper torso and massive arms. Kirby is an expert skier and prize-winning gymnast. He also bowls, skateboards, drives a car, and rides a specially designed bicycle.

"I've never met anyone like Rene," says Peter Farrelly. "He has an amazing life. Talk about inner beauty - this guy really has it. " Adds Bobby Farrelly: "Rene lives a fuller life than almost anyone you'll meet. And he has a great attitude. He's not a 'woe is me' guy, though he has every opportunity to be. And that's just inspiring. "

In creating Walt, the Farrellys paid little attention to the character's handicap, and more to his unique sense of humor. "Walt's just this happy-go-lucky guy," notes Bobby Farrelly. We don't focus on him walking on all fours, but rather that he's just someone who hangs out with everybody, and whom everybody likes. He's the life of the party and really the heart of the movie. "

The Farrellys didn't make filming easy for Kirby. In addition to making his acting debut, he had to learn how to sing, dance, and ride a horse for the role. Like everything else in Kirby's life, he took on the challenges with humor and a determination. "When the Farrellys called me for the role, I thought it was a big prank," Kirby recounts. "The next thing I know, they sent me the script, had me meet with acting and singing coaches, and sent me a plane ticket to L. A. , where I met with them - and sang the song I learned for the film. "

It's all in a day's work, says Kirby. "There's a lot of humor in my life. I mean, you've got to look at the funny side of things, and overlook the bad stuff. Every day, I like to come up with expressions or say something that gets a smile out of someone, or makes them laugh. "

Making movie audiences laugh is what Peter Farrelly and Bobby Farrelly do best, and their latest effort is no exception. But in SHALLOW HAL, the Farrellys interweave surprising emotional layers with the chuckles as their protagonist begins to understand the source of a person's true beauty. The mix, they say, adds a new dimension to their work. "I'm proud of all of our movies, but this one's a little more ambitious," says Peter Farrelly. Adds brother Bobby: "With SHALLOW HALL we wanted to make people think and go through a range of emotions, as well as laugh. I think we've accomplished that. "