Lions Gate Films and ToddWagner and Mark Cuban's 2929 Entertainment are teaming up to finance anddistribute the Spelling Bee drama Akeelah And The Bee.

An early 2005 start has beenset for the project, which concerns a precocious 11-year-old girl from LosAngeles' South Central district whose journey to compete in the NationalSpelling Bee competition unites her community.

The picture stars LaurenceFishburne and Keke Palmer, whose credits include Barbershop 2: Back InBusiness, in the title role. Doug Atchisonwill direct from his own screenplay, which won the Nicholl Fellowship in 2000.

Sid Ganis' Out Of The BlueEntertainment and Michael Romersa's Reactor Films will produce with Nancy HultGanis and Danny Llewelyn in association with Fishburne's Cinema Gypsy Prods.

2929's Wagner, Cuban andMarc Butan will serve as executive producers along with Helen Sugland ofLandmark Artists Management.

Mike Paseornek, Lions GateFilms' president of production, and Donna Sloan, senior vice president ofproduction, will oversee the project and Jonathan Ruiz, vice president ofproduction, will act as the project production executive.

This marks the secondcollaboration between Lions Gate Films and 2929 Entertainment following thethriller Godsend, which openedearlier this year.

Meredith Fine of Coast toCoast Talent Group brokered the deal for Palmer, and Jeffrey Finklestein ofDel, Shaw, Blye, Moonves, Finkelstein and Sam Gores of Paradigm did so onbehalf of Fishburne with Robert Melnik, Lions Gate Films' executive vice presidentof business affairs.

Ganis and Out of the Blueare currently preparing production on the big-screen adaptation of I DreamOf Jeannie for Columbia Pictures,which is being directed by Gurinder Chadha.

Out of the Blue and Columbiaare also developing the comedy The Toy, written by Bob Burris and Michael Ware, and romantic comedy TheGoverness.