TORONTO - She's drop-dead gorgeous, successful, tidy and sweet as pie. He left her at the altar when she was pregnant and now has a dead-end job, a heavy smoking habit, a messy apartment, a group of gambling-addict friends and a beer gut.

On paper, the two main characters in the U.K.-shot romantic comedy "Run, Fat Boy, Run" - opening in Canadian theatres on Friday - may not seem the mostly likely of soulmates (then again, neither did the pair in the hit film "Knocked Up," and audiences bought that).

What makes the odd-couple scenario work in "Run, Fat Boy, Run," says director David Schwimmer, is the humour and heart of the leading man, played by revered British actor-writer-comedian Simon Pegg.

"I think people can identify with this idea of a character who doesn't believe himself worthy of another person. I think we can all identify with that. I know I can," Schwimmer, who played goofy but lovable Ross Geller on "Friends," said last September in an interview at the Toronto International Film Festival, where the film screened.

"I've been in situations where I didn't feel I was worthy of the job I just got or I wasn't going to be my best in this relationship or I didn't deserve that person. I think all of us can somehow relate to a character who's flawed and who's trying to be a better person."

"Run, Fat Boy, Run," Schwimmer's first film as a director, sees Dennis (Pegg) getting cold feet as a result of insecurity just minutes before marrying pregnant Libby (Thandie Newton).

Fast forward five years and we see an out-of-shape, tobacco-loving Dennis as a bachelor struggling to pay his rent on a security guard's pittance, while Libby and their little boy Jake (Matthew Fenton) are wooed by the wealthy and handsome Whit (Hank Azaria).

Jealous, Dennis tries to win back Libby by telling her that he's going to run alongside his fit rival in the London Marathon.

Despite his inability to exercise or finish large tasks, Dennis does have a couple of things on Whit: oddball supportive friends (brilliantly played by Dylan Moran and Harish Patel) and fierce love of his son.

"It's very attractive seeing a man being a good dad, it really really is," said Newton, known for her roles in "Mission: Impossible II," "Crash" and "The Pursuit of Happyness."

"They were in love and she didn't want him to run away ... it wasn't that he treated her badly - he just treats himself badly and I think it's more exasperating than awful that he's done this."

The hilarious and endearing screenplay, penned by Chicago-born writer-actor-director Michael Ian Black and tinkered with by Pegg, was originally set in New York City.

Schwimmer couldn't get it made there, though, and was happy to take it to the U.K., where he had already done a play and worked with Pegg on the miniseries "Band of Brothers" and the film "Big Nothing."

Schwimmer, who has homes in New York and Los Angeles, shot the film in over 50 locations in 35 days in London in late 2006.

He couldn't get the rights to film the London Marathon, so he had to recreate it using just 200 extras who were meant to look like 10,000 fans and another 10,000 runners.

"It was really, really challenging," said Schwimmer, who also gave cameos to "Little Britain" star David Walliams and Stephen Merchant, co-creator of the U.K. version of the comedy series "The Office."

"It was like a battle plan figuring out every shot, framing every shot and changing all the extras, changing what they were wearing constantly to make it look like we had all these extras."

Newton said she was "in complete awe" of Schwimmer's directing.

"He's just the perfect mixture of all the best things about being an actor who becomes a director, being really really sensitive, totally understanding the process that an actor needs," she said.

"I remember there were a couple of times when I would be chatting about crap to David, because he's a lovely guy and you just want to hang out with him, and he'd get a call and he'd answer it, finish it in a minute, and I'd be like, 'Is everything OK?' 'Oh, just we've lost all the extras for the scene tomorrow.' And I'm thinking, 'Bloody hell!' He's such a lovely guy, he's so relaxed."

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