Liam Neeson and Jennifer Connelly will star in “What’s Wrong With Virginia,” a film that will be directed and written by Dustin Lance Black, the Oscar-winning screenwriter of “Milk.”

Black wrote the script and “Milk” helmer Gus Van Sant will be exec producer. The film shoots in Michigan in late summer.

Connelly will play the charming but psychologically disturbed mother of a 16-year-old son. Her 20-year clandestine love with a sheriff (Neeson), who is running for the state senate, is tested when her son begins a relationship with his daughter.

Tictock Studios is financing the film and founders Hopwood DePree and Scott Brooks will produce with Killer Films’ Christine Vachon and Eric Watson. Roar’s Jay Froberg and Greg Suess will be exec producers and Film Bridge Intl.’s Ellen Wander is handling international distribution. CAA, which packaged the picture, will broker the domestic distribution deal.

Neeson is coming off the action hit “Taken,” while Connelly was most recently seen in “He’s Just Not That Into You.” She’s completed the animated feature “9” and teamed with husband Paul Bettany in “Creation.”

Separately, Black and Van Sant are developing “The Electric Kool-Aid Acid Test,” based on the Tom Wolfe book about ‘60s icon Ken Kesey and his hallucinogenic misadventures.