Gary Winick learned many things while directing Charlotte's Web, a live-action adaptation of E.B. White's kid-lit fable about a runty pig who is destined for the smoker but is saved by an idealistic girl (Dakota Fanning) and an erudite arachnid. Among the lessons: To make an animal talk, you gotta ham it up. ''I got it wrong at the beginning,'' says Winick (13 Going on 30), who initially tried a low-key approach to guiding his star-studded voice talent. Realizing he needed his actors to ratchet up the tone to compensate for their inability to gesture, Winick asked them to try it again. ''I actually had to tell Robert Redford that I needed him to overact.'' Here, Winick discusses the season's most impressive heard-but-not-seen movie cast.
Cranky old workhorse
Winick was inspired to cast the acting legend after a meeting with him on another project. ''I left going, 'Wow, he has this gravelly, experienced voice that would be perfect for this character, who looks down on anyone who doesn't do it his way.' The wisdom of work that's Bob.''
Woolly upper-crust snoot
Winick wanted to portray his big red barn as a fractured global village brought together by Charlotte and Wilbur. To play the leader of the farm's upper-crust creatures, Winick turned to a Brit and an old pro in the animation game. ''It took John three hours, and he was done. Just genius.''
THOMAS HADEN CHURCH
Inventing a crow to provide comic relief, Winick cast Church because ''he could be funny.'' Yes, sometimes it's just that simple.
Goose with a heart of gold
Reality: Geese are rude. Problem: Gussy takes a quick shine to Wilbur. Solution: The Great Communicator! ''Gussy has a nurturing, maternal element,''says Winick. ''That's Oprah.''
CEDRIC THE ENTERTAINER
Gussy's henpecked hubby
Winick wanted the same vibe the funnyman brought to The Honeymooners for the beleaguered spouse. Plus, ''Cedric's a comedian, and Oprah's not, so it was good to get someone like Cedric to spice up the comic element.''
Other corn-crazy crow
The OutKast star recorded his lines from afar while Winick directed him via phone. ''The only actor in the process I didn't meet.''
Why does Buscemi always make for such a great rat? ''It's the humanity he brings to the bad guys he plays,'' says Winick. ''Steve is the most caring, giving person I know.''
DOMINIC SCOTT KAY
Sweet, bacon-bound runt
''He's so soulful, it's heartbreaking,'' says Winick, who cast Kay despite the studio's desire for a star. ''I was like, don't we have enough already?''
Flatulent, gossipy bovine
''She was so invested every time she came in to work,'' says Winick. ''With voice acting, actors come in many times over two years, but they're always in the middle of another film or something. No matter what she was up to, Kathy could transform into that cow instantly.''
Bitsy's equally gassy sister
Winick envisioned his two cows as ''Southern belles, two aunts on the back porch.'' It was always the intention that one of the cows be voiced by a country singer, though Winick relied on his associates to help pick who. ''I didn't know how famous she was. I'm a rock guy.''
Charlotte A. Cavatica
Wise, word-spinning wall-crawler
Winick needed a ''soothing'' voice that could sell the creepiest of critters: ''We wanted Katharine Hepburn meets Mary Poppins. Maternal, but also schoolteacher.''