Hot off the success of “The Expendables 2,” Sylvester Stallone returns to Rocky mode as he plays boxer Henry “Razor” Sharp who comes out of retirement for one final match versus fierce rival Billy “The Kid” McDonnen (Robert De Niro) in Warner Bros. Pictures' new comedy “Grudge Match.”

In the film, “The Kid” and “Razor” are two local Pittsburgh fighters whose fierce rivalry put them in the national spotlight. Each had scored a victory against the other during their heyday, but in 1983, on the eve of their decisive third match, Razor suddenly announced his retirement, refusing to explain why but effectively delivering a knock-out punch to both their careers. Thirty years later, a boxing promoter seeing big dollar signs, makes them an offer they can’t refuse: to re-enter the ring and settle the score once and for all.

After retiring from boxing, Razor returned to the working class life he’d always known. Stallone sees him as a “forlorn guy who’s been left out in the cold, who recedes into the background, working at a mill, welding steel in the heat of his own purgatory.” He spends his downtime alone, turning scraps of metal into tiny animal sculptures and working on his prized Shelby, covered in his garage.

For Stallone, Razor’s decision to quit boxing was something the character regretted. “Here’s what I think is very relatable about this story, it’s the idea if we could only go back,” he says. “We all say, ‘Why did I do that?’ It’s that life-long yearning that he should have gone right when he went left. He should have married this person or that person. He quit boxing too early. He had talent; he was good and he just let it go. He let his emotions really dictate his future.

“When the story begins, Razor’s in a steel mill and Kid’s in a gin mill,” the actor continues. “They are both in their own little hell. I think it’s more of a male thing, but they have that competitiveness that goes beyond all rational thought. I know guys who will never get over a wrong, assumed or actual. They’ll remember a slight forever. They want to go back and clean it up and if they can, they will.”

“I love boxing and the metaphors about it,” adds Stallone. “There’s a real classicism where it breaks down to a man’s athletic ability coupled with his courage. The two don’t always go hand-in-hand. I’m always watching the character of a fighter more than the punches. You see what a person is made of under duress.”

Although De Niro and Stallone had previously starred in the critically acclaimed 1997 ensemble crime thriller “Copland,” placing these two legendary actors in a comedy set in the world of boxing, when they’ve both become famous for playing boxers on screen, was a different configuration altogether.

“Sly and I really had several discussions before he signed onto this movie and I can understand why,” says director Peter Segal. “Because he has built a legacy as Rocky Balboa, to sort of wink at that takes a real leap of faith.”

Stallone most recently released a most ambitious project, the action thriller “The Expendables¸” which he wrote, directed and starred in and for which he hired an all-star cast, including Jason Statham, Mickey Rourke, Jet Li, Eric Roberts, Dolph Lungren and Steve Austin, as well as Bruce Willis and Arnold Schwarzenegger. The film opened at number one at the box office, making Stallone the only actor to open a number one film across five decades.

“The Expendables 2,” the highly anticipated sequel, also opened to number one at the box office. Stallone too wrote and starred in the film, along with Arnold Schwarzenegger, Bruce Willis, Jason Statham and the original “Expendables” cast. Liam Hemsworth, Jean-Claude Van Damme and Chuck Norris also starred.

Opening across the Philippines in Jan. 15, 2014, “Grudge Match” will be distributed by Warner Bros. Pictures, a Warner Bros. Entertainment Company.

Joining movie legends Sylvester Stallone and Robert De Niro in Warner Bros.’ new comedy “Grudge Match” are three character actors who are at the peak of their game. They are Oscar-winner Alan Arkin (“Little Miss Sunshine,” “Argo”), Kevin Hart (“Little Fockers”) and Jon Bernthal (TV’s “The Walking Dead”).

That was just the beginning of what producer Bill Gerber calls “a fantastic cast.” He says, “The great thing about this movie is we got every first choice that we went after for each role.”

In “Grudge Match,” De Niro and Stallone play Billy “The Kid” McDonnen and Henry “Razor” Sharp, two local Pittsburgh fighters whose fierce rivalry put them in the national spotlight. Each had scored a victory against the other during their heyday, but in 1983, on the eve of their decisive third match, Razor suddenly announced his retirement, refusing to explain why but effectively delivering a knock-out punch to both their careers. Thirty years later, boxing promoter Dante Slate, Jr., seeing big dollar signs, makes them an offer they can’t refuse: to re-enter the ring and settle the score once and for all.

Kevin Hart: It is Hart’s character, Dante Slate, Jr., who is the catalyst that sets the story into motion. Hart was perfect for the role of the fast-talking son of the flamboyant, late boxing promoter Dante Slate, Sr. Dante Jr. didn’t inherit any money from his father, but he did inherit his famous name—and hustler instincts.

Kevin Hart says, “What made me say yes to the opportunity to work with these legends? It was a no brainer: Robert De Niro, Sylvester Stallone, Alan Arkin, Kim Basinger. Look at the company I’m in. And I’m watching ‘Rocky’ fight ‘Raging Bull.’ What movie fan, what boxing fan, what actor is not going to want to see that, or be part of it?”

Alan Arkin: Director Segal says Razor’s relationship with his longtime friend and former boxing trainer, Louis “Lightning” Conlon, played by Arkin, was adjusted to nurture the father-son elements. The director, who had worked with Arkin on the 2008 film “Get Smart,” reached out to the actor to see if he would be interested in the role.

Surprisingly, during his 50 years as an actor, Arkin had never met nor worked with either De Niro or Stallone before. “It’s always a surprise. Every time I think I know somebody from looking at their work twenty times, I end up having my mouth down to my knees. I had no idea what to expect, working with icons like Sly and Bob.”

The veteran actor was duly impressed. “I’ve never seen anybody work so hard in my life,” says Arkin about Stallone. “He’s 150 years old,” he jokes, “and he doesn’t stop! He just doesn’t stop.”

Stallone loved working with Arkin, whose stories and jokes kept him laughing on set and off. “Alan Arkin can be hysterical with just a look, but when he talks he’s even funnier,” says Stallone. “He’s such a talented, intelligent, interesting guy. I wish we could record what we talked about away from camera. I get his humor, he gets mine and we’re just shameless. We have fun. If you got nothin’ nice to say about anybody, sit next to us.”

Jon Bernthal: As Kid struggles with his diet and workout routine, he quickly finds no one at the Killshot Gym believes in him. No one is really helping Kid, until a young man comes in and starts offering some advice. When he introduces himself, he tells him, “I’m your son.”

Actor Jon Bernthal reveals that at first, the filmmakers “weren’t exactly sure about what they wanted from BJ. Did his estrangement from his father mean that he couldn’t be like him? I thought it would be interesting to put energy into having BJ be the same kind of a guy as Kid, with the same sense of humor and aggression, and the same way of handling himself. But the fundamental difference between these characters is that, where Kid had a son and bailed, BJ sticks around and raises his son on his own. That’s the role of his life, being a father, and it’s something that he believes in very much.”

BJ proved to be the film’s only casting search. Not only did the actor need to resemble De Niro, but the character had some of the most dramatic scenes in what was otherwise a comedy film.

Gerber discovered Bernthal while staying in Washington, D.C. and visiting a hotel gym. As he tells it, while passing by a table, the cover of one of the city’s local glossy magazines caught his eye and he thought casually, “‘It’s Robert De Niro in ‘Raging Bull.’ But then, I looked closer and realized it wasn’t. And not only did Jon look like a young De Niro, he’s a really great boxer. He’s been a revelation. It was a real score to find Jon.”

Bernthal says he was aware of the familiarity. “I had heard a few times before shooting that I looked like him, and I’m just glad the powers that be agreed.”

Opening across the Philippines in Jan. 15, 2014, “Grudge Match” will be distributed by Warner Bros. Pictures, a Warner Bros. Entertainment Company.

Oscar-winning actress Kim Basinger (“L.A. Confidential”) stars in Warner Bros. Pictures' new comedy “Grudge Match” as Sally Rose, whose history with retired heavyweight boxers Razor (Sylvester Stallone) and Kid (Robert De Niro) changed all of their lives.

In “Grudge Match,” Billy “The Kid” McDonnen and Henry “Razor” Sharp are two local Pittsburgh fighters whose fierce rivalry put them in the national spotlight. Each had scored a victory against the other during their heyday, but in 1983, on the eve of their decisive third match, Razor suddenly announced his retirement, refusing to explain why but effectively delivering a knock-out punch to both their careers. Thirty years later, a boxing promoter, seeing big dollar signs, makes them an offer they can’t refuse: to re-enter the ring and settle the score once and for all.

Once the love of Razor’s life, Sally re-enters the scene when news of the rematch breaks.

Interestingly, Stallone knew Basinger from a gym where they both worked with the same trainer. Stallone says the two had been looking for a project to do together and suggested her to director Peter Segal and the producers, who agreed.

“She was perfect for the role,” says producer Bill Gerber. “It was one of those things where we cast her, but hadn’t really seen her together with Stallone. One day we were doing some camera tests and both Kim and Sly were there, so we decided to get them together and see…And when they walked in and everybody was standing there, it was wow! They looked like a fantastic couple.”

Segal admits when he met Basinger to discuss her role in “Grudge Match,” it was the fulfillment of a long-held crush. “She is still so absolutely stunning,” he says, “and she was so great because she wanted to come and play in the sandbox. She hadn’t done a comedy in a long time and she wanted to let her hair down.”

Basinger seemed to enjoy the spontaneity and fun Segal encouraged. He relates, “She said, ‘It’s wonderful for me when people just tell me what they want. Tell me what you want and I’ll do it.’ So as soon as I knew that, we had a ball. Because we could just play, we could try things, throwing jokes at her, taking things away, giving her other things. Whatever it was, she was a great sport.”

When asked how was that working with Stallone and De Niro, Basinger says, “It was quite a ride because they work very differently. And they’re both hilarious. So I had a really great experience with them. It was great. Stallone’s a jokester. Di Niro’s quiet and sneaky. [laughs] So just different layers.”

On a more serious note, Basinger shares what she took away from the experience working with her costars. “You learn from every experience, and you take a lot from that. No one knows everything and it’s always a new camera and a new day. The first day of shooting is always the first day of school. So you’re a little nervous. If I wasn’t nervous I would quit. That’s the excitement of it. But, yeah, to work with all these people, you always learn from everyone, and you take it.”

Kim Basinger starred opposite Robert Redford in Barry Levinson’s “The Natural,” receiving a Golden Globe nomination for her supporting role, and has appeared in more than 40 feature films, earning an Academy Award® in 1998 for her role in the critically acclaimed film “L.A. Confidential.” Based on the James Ellroy classic crime novel of the same title, the film, directed by Curtis Hanson, earned nine Academy Award® nominations. Basinger also received a Golden Globe Award and a Screen Actors Guild Award® (SAG), as well as a BAFTA Award nomination.

Basinger will next appear in “The Third Person,” written and directed by Paul Haggis and co-starring Liam Neeson and Maria Bello, which premiered at the Toronto International Film Festival earlier this year. In 2014, she will star in “Unborn,” in which she plays the role of a successful career woman who cannot have children. Produced by Lars Von Trier and written and directed by Anders Morgenthaler, the film also stars Peter Stormare, Jordan Prentice and German actors Sebastian Schipper and Sophie Rois.

Opening across the Philippines in Jan. 15, 2014, “Grudge Match” will be distributed by Warner Bros. Pictures, a Warner Bros. Entertainment Company.