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Carolina is a romantic comedy film starring Julia Stiles, Shirley MacLaine, Alessandro Nivola, Randy Quaid, and Jennifer Coolidge. Lisa Sheridan has a cameo role in the film, and Barbara Eden has the uncredited part of Daphne. It is set in Los Angelesmarker, Californiamarker. Shot in 2003, the film failed to find a distributor and was released direct-to-video in 2005.

Miramax Films was the domestic distributor, but failed to release it in theaters. When Harvey Weinstein screened the film he told the producers, "You have a hit movie on your hands. We're going to blast this on MTV all over Super Bowl Weekend." This was in December 2001. The producers never heard about it again until 2005 when it was suddenly released Direct-to-DVD.

The film began principal photography in July 2001. Kathy Bates was originally slated to play the role of "Grandma Millicent Mirabeau", but dropped out after make-up/hair tests due to the shut down of the original production shoot date. Shirley MacLaine eventually stepped in to play the role of "Grandma Millicent Mirabeau".

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