Paramount has drawn Julia Roberts, Oprah Winfrey, John Cleese, Steve Buscemi, Cedric the Entertainer, Reba McEntire, Kathy Bates, Thomas Haden Church and Andre Benjamin into “Charlotte’s Web” to provide the voices.

The live-action/CG feature, which will start shooting Jan. 31 in Melbourne, is being produced by Jordan Kerner in co-production with his Kerner Entertainment shingle, Paramount, Walden Media and Nickelodeon Movies.

Roberts will voice the lead role as Charlotte, the heroine of E.B. White’s children’s book. Winfrey and Cedric will voice the story’s geese; Cleese will be the voice of a sheep; Buscemi, a rat; McEntire and Bates, cows; and Church and Benjamin, crows.

“Charlotte’s Web” is the best selling children’s paperback of all time, with 45 million copies sold worldwide since it was published in 1952. Gary Winick will direct from a screenplay by Susannah Grant and Karey Kirkpatrick, and Dakota Fanning will star.

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Edgar Bronfman Sr., Kerner Entertainment’s Paul Neesan, Nick Movies’ Julia Pistor and Walden’s Bernie Williams will exec produce. Walden’s Alex Schwartz and Paramount production prexy Karen Rosenfelt will oversee production.

Project originated at Par-based Kerner Entertainment, with Kerner and Neesan spearheading development. Shingle, which produced “Snow Dogs” and “George of the Jungle,” is aiming at family-oriented event pics.

“Charlotte’s Web” was made into a 1973 animated feature by Paramount and Sagittarius Prods., owned by Edgar Bronfman Sr.

Nick and sister operation MTV Films have been shedding their reputation as low-budget specialists by placing more emphasis on potentially mass-appeal projects. Nick’s seen recent success as a producer on “SpongeBob SquarePants” and “Lemony Snicket’s A Series of Unfortunate Events,” while MTV produced current box office leader “Coach Carter.”