A leading man unsure he could dance; a video director nervously dealing with her first full-length screenplay; a young actress who's best-known for her divalike rants on "America's Next Top Model."

As these uncertain talents assembled last year to begin a movie that would combine the worlds of ballroom dancing and hip-hop, the odds were not exactly in their favor. But if the buzz for "Take the Lead" is any indication, the shoot's rags-to-riches story is nearly as impressive as the real-life events that inspired it.

"I don't think I'm a dancer," said Antonio Banderas, who plays the film's suave ballroom instructor. "I'm just an actor who tries to make people believe that I do the activity."

"Making a movie is tough, period," said Liz Friedlander, who has directed videos for Joss Stone and Blink-182. "Initially everybody said, 'The dance is gonna be so tricky. There's so much music to deal with.' And I was like, 'Yeah, that's fine. I got that in my sleep.' It was sometimes the quieter scenes that, for me, I had to really prepare for. It was different, and it was a whole new set of challenges. It's like running a marathon when you're used to running wind sprints."

"Good films, good roles, I want to do a diverse array of things," said Yaya DaCosta, a former "Model" contestant who plays one of Banderas' students in her film debut. "In ballroom, a lot of it is about the posture, and if you see these competitions, these women are leaning back, and it has a lot to do with that attitude -- subtleties -- the thumb needed to be in, the elbow needed to be a little bit higher. They are little things that people won't notice unless you happen to be a professional ballroom dancer, but we're not supposed to be perfect. We're high school kids just learning it."

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"A lot of learning happened on both sides of the camera, as Banderas, Friedlander, DaCosta and a cast of unknown teenage talents came together on the Canadian set. As daunting as their individual challenges might have been, however, they paled in comparison to the cast's shared desire to do justice to the teacher-with-a-cause story that inspired movement in both their hearts and feet.

"The excuse, or motivation, is to teach them the steps of the merengue, the rumba, swing and tango," explained Pierre Dulaine, the inner-city dance teacher portrayed in the film by Banderas. "But the real result that I'm after is that they can have civility toward each other. To teach them respect, teamwork and dignity."

As Dulaine admits, talking teenagers into doing the fox trot is always an uphill battle. He's found common ground by mixing in teenagers' preferred music, even though hip-hop's misogynistic reputation might seem to contradict Dulaine's message of mutual respect.

"I think it depends on who you've been listening to whether you think hip-hop is degrading to women," said Alfre Woodard, the veteran actress who plays the film's skeptical principal. "There are a lot of artists that are doing very righteous rapping and romantic rap as well. ... When you get your freak on, those are the same people who are going to love tangoing together or even fox-trotting, to keep that eye contact."

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"People still think it's a man's world, and in a way it is, but the man really should take care of the lady, and the lady responds by accepting that care and they work together," Dulaine said. "Whenever we have an unequal number, [students] have to dance with a shadow partner. [I tell them] their shadow partner could be 50 Cent, could be Eminem, could be Ricky Martin, or could be Usher. ... All of these boys are dancing and saying, 'I've got Shakira.' "

Dulaine's female students might be referring to their shadow partner as "Antonio," an honor that Banderas owes more to his eyes than his feet. "It's about rhythm, and it's about communicating," said Banderas, who worked with choreographer JoAnn Jansen to perfect the way he looked at his dance partner, positioned his body, and moved his head at just the right time. The star said acting like a dancer is far more important than actually being one. "I kind of can do it, but I am not a dancer, ... [but I also] don't think I am a sword fighter or a horse rider."

And Friedlander was not a film director either -- until she got on the "Take the Lead" set. Her video experience came in handy for the film's opening sequence.

"It's a bunch of people getting ready to go out, both our kids getting ready to go to a high school dance and the ballroom crowd getting ready to go to this gala. It was inspired by a U2 video I did for 'Walk On,' where it was all matched on action. The theme of that U2 video was to show that everybody in the world is connected and that everybody is the same. And I used the similar technique to show the kids getting ready from both sides of the tracks, that they were really the same even though they were leading very different lives."

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