Best known for robbing banks with Queen Latifah in 1996's Set It Off, rising starlet Kimberly Elise was thrilled to play Denzel Washington's wife in John Q (opening Feb. 15). She was also seriously starstruck by the Oscar winner. "I couldn't help but tell him that I was in grade school when he was on St. Elsewhere," the 30-year-old blushes. "I think he and Todd Bridges (Diff'rent Strokes) were the only black people on TV back then!

"One of the highlights for me was to introduce my dad to Denzel — who is our man in the black community," she adds. "I felt blessed to be in one of his films, and in such a profound film, and to watch the magic in person. Mm-hmm."

Surprisingly, playing John Q's suspenseful scenes — Denzel takes hostages! — wasn't the toughest for Elise. (The lady's held her own beside badgirls Latifah and Vivica A. Fox, after all.) No, she had more trouble with the mushy stuff. "The first [scene] we shot was at the baseball game," she recalls. "[Director] Nick [Cassavetes] wanted me to lean back between Denzel's legs. That was so uncomfortable for me, just to [do that] like a real couple would. He was still Denzel Washington!

"By halfway through that day, I was all in there and just really comfortable," she grins. "But it takes time to get to that point, definitely."