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Olympia Dukakis and Brenda Fricker will star in road-trip comedy "Cloudburst" for Sidney Kimmel Entertainment, with Thom Fitzgerald directing from his own script.

SKE is financing "Cloudburst"; Fitzgerald is producing with Doug Pettigrew while William Jarblum exec produces. Production starts this month in Nova Scotia.

Story centers on two women who have lived as lovers for 30 years and decide to break out of the nursing facility where one of them has been committed.

Dukakis most recently starred in "Away From Her" with Julie Christie and Gordon Pinsent. Fricker recently co-starred in Richard Attenborough's "Closing the Ring" with Shirley MacLaine and Christopher Plummer.

Fitzgerald most recently produced and directed "The Gospel According to the Blues" for Canadian television.