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After setting Denzel Washington and Eva Mendes for the noir drama “Out of Time,” MGM and director Carl Franklin have picked Sanaa Lathan and Dean Cain for the other lead roles in a story of extramarital affairs and betrayal.

Scripted by David Collard and produced by Neal Moritz and Jesse B. Franklin, the drama stars Washington as a small-town cop who engages in a torrid affair with a married woman (Lathan). He falls so hard for her that he becomes an accomplice in a crime he’s convinced will allow them to run away together.

Peripherally involved is the woman’s husband (Cain), a former NFL quarterback who runs with an unsavory crowd, and another cop (Mendes), who is investigating the crime but also is falling for Washington.

Lathan, repped by WMA and Gerson-Saines Management, starred in “Love and Basketball” and recently completed “Brown Sugar” opposite Taye Diggs and Mos Def. She made her stage debut last year in the Shakespeare in the Park production of “Measure for Measure” opposite Billy Crudup.

Best known for TV’s “Lois & Clark,” Cain is a former pro football player who, after an All-American career as a defensive back for Princeton, played for the Buffalo Bills before an injury during his rookie year led to his transitioning to acting. The W&A-repped Cain most recently starred in the Greg Berlanti-directed “The Broken Heart Club” and Jerry Zucker-directed “Rat Race.”