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Tracing the evolution of 20th century American society through the lens of one man's life, this passion project from director Lee Daniels and screenwriter Danny Strong drew Hollywood's top talent. Along with Whitaker -- Oprah Winfrey, David Oyelowo, Cuba Gooding Jr., Lenny Kravitz, Mariah Carey, Terrence Howard, James Marsden, Robin Williams and more signed on to the film. The star-studded cast opened up to CNN about what it took to make one of summer's most buzzed about movies, and revealed the behind-the-scenes secrets on the set of "The Butler."

Set secret No. 1: Lee Daniels despises his name in the film's title

Following an extensive battle with the MPAA over the movie's original title "The Butler," also the name of a 1916 short, Lee Daniels reluctantly agreed to differentiate his film by using the title "Lee Daniels' the Butler." Yet the director admits he doesn't like seeing his name on the marquee, and says the title change broke his heart.

"I do work for kids that are impoverished, that come from where I come from, which is the projects, and I don't want them to feel that your name is more important than your work," Daniels said. "I don't feel comfortable with it. I don't feel like I'm Martin Scorsese, or Quentin Tarantino. I'm just a filmmaker trying to tell a story."

Set secret No. 2: Cuba Gooding Jr. was up for the role of Cecil Gaines

Cuba Gooding Jr. once eyed the role of leading man Cecil Gaines, and even did a screen test for the part before Forest Whitaker was cast as the butler.

"But after watching the movie," Gooding Jr. said, "I could not picture anybody else other than Forest Whitaker."

Set secret No. 3: Terrence Howard avoided looking 'too pretty' by removing a fake tooth

Daniels wanted to cast his pal Terrence Howard in "The Butler," but thought he was "too pretty" for the role of Gaines' feisty neighbor. That is, until Howard removed a fake tooth he's had for 25 years to toughen up for the part.

"Lee called me and he was like, 'TT, I'm having trouble. I want to put you in this movie, but I can't now. There's this one character left but you're too pretty for him. I don't know what to do!' " Howard recalled. "And he's like, 'Can we cut your hair off or maybe give you an eye patch or a scar or something?' And I was like, 'You know what, I got a crown on this front tooth, you know, I can take that out.' He's like, 'Don't you do it! Don't you do it! ... I'll set up a dentist appointment right away!'"

Set secret No. 4: Cuba Gooding Jr. jumped into a pool sans swimsuit at a 'Butler' kick-off party

Daniels says his lips are sealed about many of the behind-the-scenes moments on the set of "The Butler." Yet he does indulge in one story about a raucous launch party.

"Cuba, Cuba ... " Daniels reminisced. "At our opening party for the cast, Oprah was there and everybody was there, and Cuba decided to jump into the pool naked. Let's just say that was the beginning of "The Butler." Oh, "Lee Daniels' The Butler."

Set secret No. 5: Oprah Winfrey took Daniels' direction with a smile ... until he asked her to get into her underwear

Daniels said he felt very protective of Oprah Winfrey on the set, as she readily took his direction and allowed herself to become vulnerable. But the duo did clash once: when Daniels asked the Big O to bare it all.

"I had her in her bra and panties," Daniels said. "She was like 'No!' And I said 'Oh, OK.' I would have fought her on it, but the only reason why I didn't is because it was a PG-13 movie. 'You win.' "

Set secret No. 6: Terrence Howard thinks he and Oprah have chemistry

Terrence Howard and Oprah Winfrey share a hot and heavy scene in "The Butler," and Howard brags they teamed up well on screen because they have chemistry in real life too.

Making out with Oprah, he said, is "the greatest dream for any man. A guy can get the prom queen, but to get Miss America or get Miss Universe? That's the notch in the belt." But really, he insists, "She was into me! She had to approve me in that role. You're not going to pick somebody to kiss and have a closeness like that with, that you don't have a potential attraction for!"

Set secret No. 7: James Marsden faced incredible pressure to get his JFK accent right

To prep for the enormous task of playing John F. Kennedy, James Marsden kept podcasts of the president's iconic speeches on his iPod, which he listened to as he went to sleep. The actor said getting the accent right was crucial in accurately portraying Kennedy.

"That was a really defining part of Jack: his accent," Marsden said. "It wasn't necessarily Boston -- it was a little bit of New York, it was all these things mixed in. It was the Kennedy accent. And I knew that was going to be the barometer by which you're measured. And then beyond that you just hope to bring something else that you might not have ever seen -- capture sort of his essence, his intelligence, his charm. But I knew that all those other pieces would not have fallen into place if you did not have the accent."

Set secret No. 8: Yaya Alafia nearly vomited after being spit on during a dinner sit-in scene

When Yaya Alafia played a black college student engaged in a sit-in at an all-white lunch counter, she was actually spit on by another actress during filming. Alafia reveals she had an overwhelming reaction to the degradation.

"The things that happen in the body when something like that happens in real life happened on set. You're acting, it's make believe, but the lines get blurry in scenes like that. Especially when you're using real saliva," Alafia said. "I actually had to jump up after cut, run out to the street and get some fresh air. I thought I was gonna vomit. I just gagged a bunch and washed my face probably four times. It took a while energetically to cleanse as well. But it was always great to remind ourselves as difficult as this was, it was nothing compared to the people that really sat at these lunch counters and endured this time and again, and again, and again. They couldn't go back to their hotel rooms and just shake it off. There was no cut."

Set secret No. 9: Forest Whitaker referenced high-profile news stories to play Cecil Gaines

Whitaker said he examined today's racially charged cases, and internalized these stories, to get better into the mindset of his character.

"I had to take this whole shape of history and make it a part of myself personally," Whitaker said. "To be able to take these experiences we're experiencing today; what people are feeling about Trayvon Martin or Oscar Grant. These things are affecting people and they're affecting their lives and their souls. We have to remember when you talk about 'The Butler,' we're talking about the civil rights movement, which is continuing. It's a living history, it's not a dead history."

Set secret No. 10: The movie portrays a first in Hollywood history

While "Lee Daniels' the Butler" chronicles the evolution of the civil rights movement throughout the 20th century, it is also a story about family. With the film, screenwriter Danny Strong strove to portray African-American families in a way that Hollywood has historically ignored.

"We don't (usually) see the black family in this situation; intact and loving and talking, and being. We don't see that on the screen," Strong said. "I had a moment with Lee in the editing room; we were watching the scene where they send Louis (David Oyelowo) away to college and he turned to me and said, 'Never in the history of cinema has there been a scene of a black family sending their kid off to college.' He said, 'You should be really proud of yourself.' And I started to tear up."