ATLANTA -- This might look like a typical baby shower - women sittingaround a table piled high with gifts for a newborn oohing, aahing andlaughing riotously - but the guests aren't just any women. They are someof the most admired actresses of our time.Seated around the table, partof a film set for a remake of the iconic Steel Magnolias, are QueenLatifah, Alfre Woodard, Phylicia Rashad, Jill Scott and Adepero Oduye.

WhenOduye, in her role as the pregnant Annelle, wonders about the anonymousgift of risqué lingerie she has just unwrapped, Ouiser Boudreaux(Woodard) chimes in: "I thought Sammy wouldn't mind you reading theBible in bed if you was wearing something inspirational." The womenburst into laughter again.

And the hoots and giggles, which truly seem to come from the heart, take place between takes as well as during them.

"Weare having a lot of fun, and the characters in this movie do have a lotof fun too," says Latifah who, after a full day of shooting in astuffy, dilapidated warehouse in south Atlanta, heads outdoors for abreath of fresh air and sunlight. "These women go way back. They don'tjust experience life's downs, they also experiences life's ups andeverything in between."

This new made-for-TV production, whichwill premiere on Lifetime on Sunday (9 ET/PT), is the brainchild ofOscar-winning producers Craig Zadan and Neil Meron (Chicago). They're no strangers to remakes, having collaborated on the 2008 TV movie A Raisin in the Sun, Meredith Wilson's The Music Man (2003) and Annie (1999). And, to Meron, remaking Steel Magnolias is another perfect fit for the duo.

"Craig and I are always looking for inspiration," he says during an interview on set last spring. Steel Magnolias,he says, is "like a cornucopia of great roles for women, and if youwant to make a remake then you have to justify why you want to do it."

Meron is referring to remaking Magnoliaswith an African-American cast but, he says, it's the cast members andthe story, not the color of the actors, that will make this productioncompelling. "Steel Magnolias is so much a story about acommunity of women that if it were multicultural, if it was all Latina,if it was all Asian, it would still be Steel Magnolias. It would just be as original as the group of women you put in it."

Andthat group of women has at its center Academy Award nominee Latifah,who plays M'Lynn Eatenton, the role Sally Field played in the 1989movie. Meron calls Latifah, who is also an executive producer, "apowerful presence" on set.

"We felt so strongly about QueenLatifah," Meron says. "She brings to the table a lot of producingexperience, and she's also a great talent magnet, and she is a greatlife force."

Latifah, who worked with Zadan and Meron on Chicago and Hairspray, says she "definitely loved the original," and agrees Magnolias is a timeless story. "You could make it again 20 years from now and it would still ring true."

Genuine heartbreak

Magnoliastakes place in fictional Chinquapin Parish in Louisiana. The 1989 filmwas based on a 1987 play of the same name by Robert Harling, written as atribute to his late sister, who suffered with diabetes.

Harling'sstory centers around six close friends who meet regularly at Truvy'sBeauty Spot, where they laugh, cry, share secrets and offer each othersupport. It's the story of Shelby Eatenton Latcherie, M'Lynn's diabeticdaughter, and her decision to have a baby even though doctors warnedher a pregnancy would threaten her life.

(Victoria L. White, anexecutive producer of the 1989 film, filed suit Monday against Lifetimeand studio Sony Pictures, claiming that her agreement entitled her to aproducer credit and compensation for any TV project based on themovie. She asked for an injunction against the broadcast; Lifetimeand Sony said they would not comment.)

In the original movie,Shelby was played by Julia Roberts. In this version Shelby is portrayedby Condola Rashad (Phylicia's daughter), who received a Tony nominationfor her performance in the Broadway family drama Stick Fly, produced by Alicia Keys and directed by Kenny Leon (who also directs Magnolias).

Latifahsays she brought more than acting chops to her role as Shelby's mom.Her fondness for Condola, and her own mother's recent health issues,made the role feel all too real.

Latifah says filming Shelby'sdeath scene, which takes place in the hospital, "was really tough. Ideveloped such an affinity for Condola. It didn't take us long to findthings in common and really bond. So to play those scenes, of course Iplayed them as an actor, but at some point it was really like, 'I lovethis kid,' and the idea of this breaks my heart.

"When I firststarted this project, my mom had been in the hospital," Latifah says,adding she has since recovered. "I literally came in here looking likeI'd been in a hospital for two weeks and knowing that experience. It waslike already being there."

As for tackling a role beloved by millions of Magnoliasfans, Condola Rashad says, "You just have to do it. You kind of justhave to jump on board and trust that you have something that's going toadd to this role. I know a lot of people have seen it and I can't changethat. All I can do is the best I can do, which I hope is good."

Meron says he and Zadan always try to shake things up in casting, starting with Rodgers & Hammerstein's Cinderella with Whitney Houston and Brandy Norwood. "People said, 'You're going to do an African-American Cinderella? Rodgers and Hammerstein?' But we believed in it."

"When we did Annie,"Meron says, "we did multicultural orphans, and Miss Grace was AfricanAmerican (Audra McDonald) and Daddy Warbucks was white. We alwaysbelieved in trying to bring something new to the party that lets thework live again."

Timeless, but updated

The filmingof Annelle's baby shower in Truvy's beauty salon was shot on a warm andhumid April Saturday, although in the story line it's Halloween, andthe salon is decorated with pumpkins and cobwebs.

The salon'sclientele is reflected in the surroundings. African-American hair careproducts are on display, including straighteners and curling creams.Magazine photos of black models cover the walls, with paintings ofblack women gardening, crocheting and preparing for a wedding. Hairaccessories and jewelry are for sale; there are snacks and a coffee pot.

It'san environment, says Grammy winner Jill Scott, who plays Truvy, thatappeals to women across ethnic and generational divides. "The laughter,the silliness, the heartaches, triumphs and confusion - and that walkingout feeling good about yourself, that's always magic."

The cast that was being assembled drew her to this remake. "Steel Magnoliaswas one of my favorite plays as well as one of my favorite movies," shesays. "When I heard who was in it, it was, 'OK, that is something Iwant to do and be part of.'"

And the part she always imaginedherself playing? "Truvy. It was always Truvy." She's "very sassy,"Scott says. "She's a little bit convoluted. That's what I'm reading intothe script - and I won't say positive, maybe a little more realistic.In the end you like this woman, and you like the women who are aroundher."

Oduye, with a startlingly real-looking baby bump under thematernity top she wears in the shower scene, says she came to her roleas Annelle, a hairdresser at Truvy's getting over a broken marriage,with no recall of the older Magnolias. "I'm actually glad Idon't remember the original. I don't have any preconceived notions thatcan affect my view of the character."

She sees Annelle, in thebeginning, as "just trying to figure things out. She's had somethingbad, something tragic, that's happened to her, and she's gone out on herown. She's trying to figure out who she is."

Remaking a25-year-old story did require some updating, especially to reflectmedical advances that made it safer for diabetic women to have healthypregnancies. The main thing, says Meron, was that when it was originallywritten (and in the original movie), when a woman with diabetes waspregnant, it was life-threatening.

"There's no real danger for adiabetic woman to be pregnant these days unless there are complications,(so) we had to make sure we were being medically responsible," Meronexplains. "Also, we live in an age of Facebook and cellphones, and soyou just make references to them. Other than that, everything ringstrue. The core of the piece is the same."

Community of women

Inthe early evening, Woodard and Phylicia Rashad relax with Oduye infolding chairs just outside the building in which they've spent agrueling 10 hours shooting, and chat about their characters.

"Clairee,I think she's kind of a cool lady," says Tony Award winner Rashad."She's the former first lady of the town, so she's well known and wellliked. She's very good friends with Ouiser. We've known each othersince we were little." She looks at Woodard, and they burst outlaughing.

"Ouiser is honest," Woodard, an Emmy and Golden Globewinner, says of the tendency of her character, a cranky widow, toexpress all her thoughts out loud. "Oiuser is crazy," says Rashad, andthey laugh again.

Woodard starts talking about the power offemale relationships, in particular those cultivated in beauty salonslike Truvy's. "We all love looking good, but we're at Truvy's for areason. Truvy could have a yoga studio, and we all could be doing yoga.It's our neighborhood, our home."

Adds Rashad, "There'ssomething very beautiful and very powerful about women coming togetherin friendship. It can be riotous as all get out, or it can be very calmand very soothing. But it's always magical."