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Susan Sarandon, Allison Janney and Stephen Amell are in talks to join Cindy Chupack’s directorial debut “Whatever Makes You Happy.”

Radiant Films International is selling international rights to the comedy at AFM. Elijah Kelley is also in talks to star.

Mandalay Pictures developed the project and Cathy Schulman — who won a best picture Oscar for “Crash” — will produce. Prescience Film Finance, which backed “The King’s Speech,” will be involved as a financier.

David Frankel will executive produce along with Matt Rhodes and Jason Michael Berman.

“Whatever Makes You Happy” is based on the novel of the same name by William Sutcliffe and an earlier draft by Mark Andrus. Shooting is expected to start in New York City in June.

The story centers on a trio of suburban mothers who have been friends since their sons were in grade school together. Two decades later, the mothers — feeling marginalized and forgotten — decide impulsively to pay their sons an unannounced visit in New York City.

“This film is one of those rare comedies that will make audiences laugh and cry at the same time, due to its keen observations about the experiences of mothers and sons,” said Schulman.

Chupack credits as a  TV writer/producer include “Modern Family”, “Sex and the City,” and “Everybody Loves Raymond.” Her comic memoir about marriage “The Longest Date: Life as a Wife” was released by Viking in January.

Sarandon is repped by UTA, Janney by Gersh and Thruline Entertainemnt, Amell by CAA and Leverage Management and Elijah Kelly by The Schiff Company.

The deal was brokered by Matt Rhodes, Mandalay’s Jason Berman and counsel David Boyle.