Breslin was already their Kit and caboodle

Chris O'Donnell, who plays Kit's father, pointed to his own daughter as inspiration for the part. "I've got a 7-year-old daughter, and I was already quite familiar with it," he said of the dolls and books. "I felt my daughter has been left out of the movies I've done. I did 'Batman' for my boys, but there hasn't been one for my girl. She'll be so jazzed."

"It's sweet and accessible and not at all cynical," said Stanley Tucci, who plays a magician who befriends the Kittredge family. "This is a breath of fresh air. I'm sick of hard-edged humor that really isn't appropriate for kids."

Director Patricia Rozema, a mother of two daughters, was especially impressed by how the script dealt with serious issues such as poverty. The Depression looms heavily in the film as O'Donnell's character struggles to keep things afloat for his family in Cincinnati and is forced to find work in Chicago while Kit and her mom take on boarders at their home to help pay the bills.

"It struck me that the script presented the idea that there is no shame in poverty," Rozema said. "You see people in serious poverty. It's definitely sincere but not saccharine. But it's not harsh either. I don't want to beat up my kids emotionally. It confronts hard things in an age-appropriate way."

The cast also includes Julia Ormond, who plays Kit's mother, and Jane Krakowski, a local dance instructor on the lookout for the right man. Joan Cusack plays one of the boarders in the Kittredge house.

"But the leads are still the children," assures Krakowski. "We adults are more in the background."

And leading the charge is Breslin, the superfan herself.

"She was our only choice," said Goldsmith-Thomas. "She's got this honesty to her performance. She's not picture-perfect. She is so real. She really embodies Kit."