Ving Rhames will topline and exec produce “Night Train,” a long-in-development Sonny Liston biopic with James Woods, Alfre Woodard and Kristanna Loken also expected to star.

Project, picked up by Filmcrest Corp. out of turnaround from Paramount, will start shooting in Puerto Rico in mid-June under the direction of Andrzej Sekula, whose credits as a cinematographer include “Pulp Fiction,” “Reservoir Dogs” and “American Psycho.”

“Andrzej has a great eye for urban visuals,” said Rhames, who starred in “Pulp Fiction.”

Woods has signed on to play manager Ashe Resnick, and Woodard is in negotiations to portray Liston’s wife. Filmcrest chief Ron Broadway is producing along with Jon Turtle and David Williams.

Hard knocks

Liston grew up in poverty, violence and illiteracy in Arkansas as one of 25 children, which left him poorly equipped to handle life outside the boxing ring. As a teenager, he turned to a life of crime and went to prison before becoming boxing’s heavyweight champion by beating Floyd Patterson in 1962.

Due to his prison background and glowering demeanor, Liston was widely reviled while he was champion and lost the title two years later in a stunning upset to Muhammad Ali. Liston then lost a rematch to Ali in the first round, became embittered and died of a heroin overdose in 1970 in Las Vegas under suspicious circumstances.

“This is a real passion project for me,” Rhames told Daily Variety. “I’ve always been fascinated with Liston’s story and how he had to deal with the overt racism of the early ’60s, when he was openly called a savage and a beast by the press.”

Paramount first set up “Night Train” in 1998 when Rhames won a Golden Globe for HBO’s “Don King: Only in America.” At that point, Rhames had completed three months of ring training under former champ Sugar Ray Leonard, and William Friedkin was on board to direct from a script by Shane Salerno (“Armageddon”). “Menace II Society” scribe Tyger Williams has also worked on the project.

Salerno said the story will cover the period from the first Patterson fight to Liston’s death. He and Rhames first began discussing the project nearly a decade ago; Salerno pointed out that Rhames has gone into training three different times to deliver a credible portrayal of a pro boxer at the top of his game.

“I’ve been waiting a long time to see Ving play Sonny Liston,” Salerno said. “I’ve never seen an actor who was so dedicated.”

Rhames said after “Night Train” is completed, he’ll rejoin Tom Cruise as sidekick Luther Stickell in “Mission: Impossible 3.”