As William H. Macy is in the early days of putting together his sophomore directorial effort The Layover, he already has two of the most popular young ladies in Hollywood right now by his side. Lea Michele and Kate Upton signed on to star in his upcoming road trip sex comedy.

Deadline reports Upton and Michele play two lifelong best friends who find their vacation plans in wrought as their plane reroutes due to hurricane weather and the friends end up bickering over the same guy as they stay in an extended layover in St. Louis. Macy also stars in The Layover in a role currently undisclosed.

“The minute I met Lea and Kate, the film began to focus for me,” Macy said to the publication. “They are singular, ambitious funny women in full. This is going to be fun.”

The Layover comes from a screenplay by David Hornsby and Lance Krall (It's Always Sunny in Philadelphia), and is produced by Keith Kjarval of Unified Pictures and Aaron L. Gilbert of Bron Studios. Set as executive producers are Jason Cloth of Creative Wealth Media Finance and Patricia Cox. Kjarval was also a producer on Macy's directorial debut, last year's Rudderless, which Gilbert and Cox executive produced as well.

Upton, recently named People's first-ever sexiest woman alive, last starred in The Other Woman with Cameron Diaz and Leslie Mann in 2014. Michele, meanwhile, just finished her tenure on Glee, which had its series finale run last Friday, but returns to work with Ryan Murphy on his new Fox series Scream Queens. That show airs this fall.

Macy, as an actor, recently starred in Walter and also returns for the sixth season of Shameless later this year. He also has the films Dial a Prayer, Blood Father, Room and Stealing Cars to be released in the near future.

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