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— by Ryan J. Downey

HOLLYWOOD — What could be stranger than Aaron Carter, ex-B2K singer Omarion and Good Charlotte's Joel Madden busting rhymes together? Well, how about Fat Albert spitting some beat-box beside them?

The above scenario was a regular occurrence on the set of the new "Fat Albert" movie, which stars Kenan Thompson as the iconic 1970s cartoon character come-to-life. At Hollywood High School, where several scenes were shot on weekends, it wasn't uncommon to find the cast munching on snacks, cracking jokes, singing and rapping together between takes.

 Photos: On The Set

"When we're doing scenes in the classroom, there aren't a lot of lines, so we get a chance to play around," Thompson said during one such afternoon, dressed in his Fat Albert costume complete with red shirt, blue slacks and big belly. Thompson, seen most recently in "Barbershop 2" and alongside Nick Cannon in "Love Don't Cost a Thing," had just flown in that morning after taping the season finale of "Saturday Night Live" the night before.

"I'm actually wide awake, why does everyone keep telling me I'm tired?" he joked, rubbing his eyes. "Don't tell me I'm sleepy! 'Cause then I'll be like, 'Yeah, you're right.' "

Despite the heavy load, Thompson was more than happy to get his voice in tune with the "Hey, Hey, Hey!" the part required and even spent a great deal of time mastering Albert's walk. Fat Albert creator Bill Cosby completely approves of Thompson's appearance and attitude.

"[Bill Cosby's] very dedicated to this project," said Thompson, who does a great impression of the legendary comedian. "I do it when I talk to him. I don't think he catches on too much. I think he's just like, you know, he hears himself talking or something."

After watching a rented copy of "My Big Fat Greek Wedding" Cosby agreed to bring director Joel Zwick on board to smooth the transition of the characters he created to the big screen. Rather than set the movie in the '70s, the action takes place today, with plenty of humor revolving around the gang's inability to understand lap-top computers and, well, the fact that they're not real.

 Photos: Cast Party

"Fat Albert and the gang come out of the TV when they hear me crying," explained Kyla Pratt ("Dr. Doolittle 2"), one of only a handful of girls in the movie. "I play Doris. She's a loner. And she's going through a tough time. She's a little by herself and Fat Albert and the gang try to help her and basically make everything worse."

"Fat Albert is a humanitarian. He's a good Samaritan," Thompson added. "He always wants to help people. We spend the whole time trying to get Doris friends. And we get into some adventures and have some parties. And it's a good time."

And what's a good time for Fat Albert without his gang? In the movie, Thompson's crew consists of Shedrack Anderson (TV's "Just Deal") as Rudy, Aaron Frazier ("House of Sand and Fog") as Weird Harold, Jeremy Saurez ("The Bernie Mac Show") as Russell, Jermaine Williams ("The Beat") as Mushmouth, Keith Robinson ("The Power Rangers Lightspeed Rescue") as Bill, and Marques Houston ("You Got Served") as Dumb Donald, the one with the famous ski mask.

 MTV News: Movie House Short

In one scene, Dumb Donald is sitting in class. Joel Madden plays the kid sitting next to him and asks, "What is that on your face?" Donald answers simply, "My hat."

"Why don't you take it off?" Madden says, to which Donald replies, "Because I don't have a face."

"I play a guy named Spike. I guess it's because I have 'spikey' hair," Madden explained. "I hadn't done my Mohawk up in like a year, man, so I had to do the Mohawk back up for this. I guess I'm supposed to be, you know, that kid in all black.

"Basically [Good Charlotte] were just out here making a record and they asked me if I wanted to be in 'Fat Albert' and I said of course, because I used to watch 'Fat Albert' all the time," he added. "So I just got a little tiny two or three lines, just a quick moment in the movie. It's just cool to be part of it."

Carter has a few more lines in the movie than Madden, but he's actually never seen the cartoon (see "Aaron Carter Joins 'Fat Albert' Cast; Costumes Unveiled" ). "I'm guessing I'm gonna have to go to the store and get some type of video or DVD," he admitted a few weeks into shooting. "I have no idea what the show is like."

"It was a little before my time, but I do remember it," Omarion said. "My generation, and the generation under me, I don't think they really understand what 'Fat Albert' is all about. Of course they do see it on the FUBU clothes."

 Fat Albert introduces himself

Omarion, who filmed his scenes while also working on his solo album, plays something of a villain in the movie. "The first couple of days of shooting we did this track scene where basically me and Fat Albert race against each other. It's funny because, you know, I'm all slim. I got my shorts on. I'm like, 'Yo, I'm about to beat this cat!' And he beats me! It will crack you up."

Omarion — and Kenan — are both hoping that "Fat Albert" cracks up enough people to warrant future installments. "I would love to come back, absolutely," Thompson said. "It's nothing but fun and I think the movie's gonna turn out great."

"Fat Albert" is scheduled to hit theaters on Christmas Day.

Check out everything we've got on "Fat Albert."

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