Director Peter Berg (''The Rundown'') read H.G. Bissinger's beloved best-seller -- about a small-town high school football team's emotional quest for the Texas state championship -- more than a decade ago and kept tabs on the project for years before finally getting the green light from Überproducer Brian Grazer (''8 Mile''). Of course, it didn't hurt that Berg and Pulitzer Prize winner Bissinger are cousins, though the familial connection only upped the pressure to deliver a worthy adaptation. Says Berg, ''I was pretty conscious of making sure I didn't clown up his book.''
Filmed entirely in the sports-crazed Lone Star State, the hard-hitting roles required that the young actors rigorously train for nearly three months. ''I was eating about seven to eight chicken breasts a day,'' says Derek Luke (''Antwone Fisher''), who plays star running back James ''Boobie'' Miles (Billy Bob Thornton plays his coach). ''I never saw my abs before and I was so happy. I was like, Dang, man, they're in there!''
WHAT'S AT STAKE Could perform ''Miracle''-like business, providing the box office boost Billy Bob needs after the embarrassing belly flop of ''The Alamo.''