What happens in Vegas The filmmakers use the city to show the differences between the main characters

The lead casting was a bit tricky in one sense, though, since, for most of the movie, their characters, Jack and Joy, have to hate each other. "The story forces them into that position," notes Tom Vaughan, "but it's important that you always know deep down they're right for each other. With these particular movie stars, they look and feel right together on screen, so hopefully, it makes for a convincing core relationship for the entire film."

With the magnetic Kutcher and Diaz toplining, the bar was set unusually high for casting the film's supporting roles. "We wanted to surround Cameron and Ashton with really smart comedians, actors with original comedy voices," recounts producer Aguilar. "For example, Rob Corddry, who I'd worked with on a few other films, is a brilliant comic actor, as is Zach Galifianakis. They were the perfect choices to play Jack's buddies since we weren't looking for traditional 'best friend' characters--that is, guys who just stand around making wisecracks. We wanted them to be fully fleshed out by actors who could bring a unique comic timing and sensibility to their performances."

Adds Aguilar: "The same is true of Jason Sudeikis, who plays Joy's fiancé Mason. Jason was, maybe, a different way to go for the part, in that you don't automatically picture him as a traditional Wall Street guy. But he's so smart and talented and handsome that, once he puts on that power suit, you totally buy him in the role. With Jason, you also never risk losing the humor because he's so genuinely funny."

Cutting-edge comedian and talk show host Dennis Miller was also not necessarily "type casting" for Judge Whopper, the curmudgeonly legal veteran who presides over Jack and Joy's would-be divorce. Says Aguilar: "Though Dennis might be a bit younger and wryer than your traditional judge, we wanted someone who could play Whopper seriously, yet also make you think he might be a little, well, crazy. Dennis accomplished both goals, plus added his own inimitable stamp to the character."

Lake Bell, who plays Joy's funny-angry friend Tipper, also brought a distinctive comic approach to her role. "Lake brings this almost masculine energy to the part," says Dana Fox, "but manages to keep it sexy and fun and flirty, which is a really hard combination to bring to the table."

"I love people who speak their minds, and that's my favorite thing about both of the 'best friend' characters, Tipper and 'Hater' [Rob Corddry]," adds Fox. "I think there's nothing funnier than the truth uttered at a really inappropriate moment and Lake and Rob just play that note so well. Also, considering 'Hater' is such a misanthrope, Rob brought a sweetness and innocence to the part that made the guy incredibly likable."

"The movie was filled with so much amazing comedic talent, it brought everybody's game up that much higher," confirms Cameron Diaz. "It was a totally electric work environment."

Although the movie has 'Vegas' in its title, most of it takes place in New York, which inspired director Vaughan to treat the celebrated city like it was another character in the film. "We managed to get some spectacular backdrops to shoot against, which also helps give the movie an authentic energy as well as its own specific look," says Vaughan.

The filmmakers also use the city to show the differences between the main characters. Says Aguilar: "Joy works on Wall Street and has a faster, more upscale life, while Jack resides in Brooklyn and builds closets for a living. With such a varied pair, we were able to showcase the beauty and uniqueness of New York in so many interesting, contrasting ways. It basically doubled our possibilities."
A madcap cross-town chase scene in which Jack and Joy race, separately, to make a mandatory appointment with their marriage therapist -- each attempting to thwart the other's journey -- was the film's most complex set piece. Vaughan storyboarded every shot, ensuring that the sequence's inherent sense of fun and spontaneity was fully captured.

Filming concluded with two weeks on location in Las Vegas, with the Planet Hollywood Resort and Casino serving as "home base." Shooting a movie anywhere crowded can cause a commotion, but filming in Las Vegas can be more than challenging. "Picture trying to shoot a scene with stars as big as Ashton and Cameron," says Aguilar. "The city isn't going to block off an area that huge and popular, so you just have to go with it. You end up with a ton of people walking by, watching, and shouting to the actors. It's tough, but you find ways to work with the environment, not against it."
Vaughan wanted the shoot to finish in Las Vegas, thinking it would be "a psychologically nice, morale-boosting place to end up." On a more practical note, it also worked better to film first in New York, during the summer, when the city's visual landscape and light were at their peak. "The Vegas scenes were mostly interiors and night shots," explains Vaughan, "so it worked out fine to wait and shoot there in the fall."

In the end, not only does Vaughan hope audiences walk away from What Happens in Vegas having had a joyful, entertaining movie experience, but also with a better understanding of what brings people together. "Sometimes the person you're meant to be with is right in front of you," maintains Vaughan. "You just have to give yourself a chance to realize you've actually found them."
"That's the cool thing about life," offers Ashton Kutcher, "you can never predict who you'll end up with or why. But when it happens, you have to pay attention. Like they say, there are no accidents."

Adds Cameron Diaz: "Most of the great decisions that will ever be made are the illogical ones. And sometimes those are the choices that work out the best for us."

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