Mr. Popper's Penguins is a 2011 American comedy film distributed by 20th Century Fox, directed by Mark Waters, produced by John Davis, co-produced by Davis Entertainment Company and Dune Entertainment, written by Sean Anders, John Morris and Jared Stern with music by Rolfe Kent and starring Jim Carrey, Carla Gugino, Madeline Carroll, Maxwell Perry Cotton, Angela Lansbury, Desmin Borges, Philip Baker Hall, Dominic Chianese, Clark Gregg, Ophelia Lovibond, Jeffrey Tambor, David Krumholtz, Henry Keleman, Dylan Clark Marshall with Frank Welker and James Tupper. It was loosely based on the 1938 children's book of the same name. The film was originally slated for a release on August 12, 2011, but was moved up to June 17, 2011. The film received mixed reviews from critics and it earned $187.3 million on a $55 million budge PLOT In an opening flashback, Thomas Popper, Jr., is a kid whose father traveled around the world during his childhood in the 1970s. Popper rarely gets to see his dad during his travels and communicates to him through shortwave radio. In the present time, Thomas Popper, Jr., is now a divorced real estate entrepreneur and a father of two children. After coming home from work one day, Popper learns that his father has died during an adventure to Antarctica and, as per his will, has left him with a "souvenir" from his adventures in Antarctica. The following week, a crate containing a gentoo penguin, named Captain, shows up at his door. Popper gets immediately annoyed with the penguin and locks her in a bathroom before going to work. After Captain accidentally floods his house with bath water, Popper calls his father's organization asking to return the penguin, but, due to a miscommunication, ends up receiving a shipment of 5 more penguins, named Loudy, Bitey, Stinky, Lovey, and Nimrod. Popper intends to give them away to the zoo, but changes his idea when his children, Janie and Billy, think that the animals are Billy's birthday present. An incensed Popper is forced to spend evenings taking care of the penguins and bribing the apartment clerk to not rat him out to the board, as pets are not allowed in the apartment. At one point, he receives an offer to take the penguins off his hands from Nat Jones, the antagonistic zookeeper at the New York Zoo, who warns him that the penguins won't survive at his house. At work, Popper is given the task of buying Tavern on the Green, the only privately owned real estate in Central Park that is an old restaurant where he used to eat with his father when he was a child. However, its elderly owner, Selma Van Gundy, will only sell it to a person of true value. Popper has unsuccessful meetings with her, and she refuses to sell the restaurant to him. Popper finds a letter from his father - included in the original crate with Captain but lost when Popper broke the crate by accident - telling him to hold his children close and love them and apologizing for not being a better father that Popper needed. Having second thoughts, Popper asks his children and former wife to help him get the penguins back from the zoo. They find the penguins, free them and they get away and flee to the tavern. Upon seeing how Popper had reunited his family and saved the penguins, Van Gundy sells him the restaurant. Popper decides to renovate and reopen the restaurant. Popper and his family travel to Antarctica with the penguins, allowing them to live with their own kind. Popper's first penguin, Captain, reveals to have laid another egg. Popper tells his children that they will visit them when the baby is born. CAST Jim Carrey as Tom Popper Henry Keleman as Young Tom Popper Dylan Clark Marshall as Younger Tom Popper Carla Gugino as Amanda Popper Madeline Carroll as Janie Popper Maxwell Perry Cotton as Billy Popper Angela Lansbury as Mrs. Selma Van Gundy Clark Gregg as Nat Jones Desmin Borges as Daryl Philip Baker Hall as Mr. Franklin Dominic Chianese as Mr. Reader Ophelia Lovibond as Mrs. Pippi Pepenopolis Jeffrey Tambor as Mr. Gremmins David Krumholtz as Kent Brian T. Delaney as Tom Popper Sr. Originally, Ben Stiller was slated to play Mr. Popper, and Noah Baumbach was originally going to direct, but they dropped out. Owen Wilson, Jack Black, and Jim Carrey were all considered to replace Stiller, with the role eventually going to Carrey. Mark Waters was chosen to direct. Filming began in October 2010, and finished in Jan 2011. On Sept 21, 2010, it was confirmed that Carla Gugino joined the cast as Tom's former wife Amanda Popper. Rhythm and Hues Studios did the penguin animations for certain shots. The musical score was composed by Rolfe Kent and orchestrated by Tony Blondal. It was recorded at the scoring stage at 20th Century Fox in Century City, California with a 78-piece orchestra. An online Museum Slide Game created by designer Mark Kavanaugh as promotional material for the film is still accessibl. The penguins portrayed in the film were a mix of real penguins and CGI.

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