LEAVING THEIR TROUBLES BEHIND IN NEW YORK, TWO SHARP WORKING-CLASS BUDDIES DIVE INTO SOUTH BEACH'S GLAMOROUS, SEXY AND SOMETIMES SEEDY SCENE AND QUICKLY GET CAUGHT UP IN THE GAMES OF THE RICH, FAMOUS AND BEAUTIFUL, ON THE TWO-HOUR SERIES PREMIERE OF "SOUTH BEACH," WEDNESDAY, JAN. 11 AT 8PM ON UPN

Miami Rap Artist Pitbull Guest Stars as a Hot Rap Star Shooting His New Video at the Hotel and Michael Par� ("Eddie and the Cruisers") Guest Stars as Matt's Dad

"Pilot/I'm Not Your Baby" -- Leaving their troubles in Brooklyn behind, best friends Matt (Marcus Coloma) and Vincent (Chris Johnson) head to Miami for adventure, hoping to find Matt's old flame, up-and-coming fashion model Arielle (Odette Yustman). Diving into the glamorous local scene at the Hotel Soleil's hip club Nocturnal, the buddies surprise Arielle and her rich new boyfriend, suave club manager Alex Bauer (Lee Thompson Young), who's ready to douse any more sparks between his girlfriend and her ex, on the two-hour series premiere of the new drama SOUTH BEACH, Wednesday, Jan. 11 (8:00-10:00PM, ET/PT) on UPN. Jason Ensler directed the pilot from a script by Matt Cirulnick and Greg Cirulnick. Darnell Martin directed "I'm Not Your Baby" from a script by executive producer Philip Levens. Michael Par� guest stars as Matt's dad.

After catching the eye of Alex's mother, Hotel Soleil owner Elizabeth Bauer (Vanessa Williams) at the club, Matt is hired to "put out fires" at the resort, but his new security job is quickly put to the test by a troublesome supermodel who dated Alex and the theft of a big-time Latin rap star's (guest star Pitbull) most prized possession during a video shoot on the premises. Later, following a stint as a poolside sprits boy at the hotel, Vincent delves into Miami's murderous underworld by scoring a job with shady businessman and hotel partner Robert Fuentes (Giancarlo Esposito).

With aspirations of a better future, best friends Matt Evans and Vincent abandon their world as they know it and head to the alluring paradise of sandy beaches, beautiful people and hot spots in glamorous South Beach. Vincent, willing to do anything to get ahead, uncovers the dangerous and seedy underbelly of Miami. Matt's preoccupation with his old girlfriend, fashion model Arielle, has him diving head first into her thrilling new life. Knee deep into the scene, Arielle is ready to do just about anything to make it in modeling. In fact, she's begun dating Alex Bauer, the suave manager of Nocturnal, Miami's hippest club, located in the magnificent Hotel Soleil, an exclusive escape for its wealthy, beautiful and powerful clientele.

A power struggle brews as Alex contends with one of the hottest assets to hit Ocean Drive, his mother Elizabeth Bauer, who owns the Hotel Soleil. A sharp, stylish businesswoman, Elizabeth is used to running her hotel on her own terms. More and more, she finds herself at odds with her ambitious, tempestuous son, who chafes at her tight-fisted control of the family business and disapproves of her interest in younger men. The real challenge on the horizon though might be from shady venture capitalist Robert Fuentes, an investor in the hotel, who is enabling elements of Miami's underworld to wheedle their way into the lives and souls of those working and staying at the hotel.

Surrounded by South Beach's swirl of passions and conflicts, Matt and Vincent dive wholeheartedly into this brilliant, unfamiliar world of money, power, sex and fashion, with only their streetwise smarts to guide them through what's sure to be a wild, steamy adventure.

A winner of 11 Grammy Award nominations for various songs and albums, Vanessa Williams most recently appeared in the critically acclaimed drama "Boomtown." She has also appeared in many television movies, such as "Stompin' at the Savoy," "The Kid Who Loved Christmas," "Bye, Bye Birdie," "Don Quixote," "A Diva's Christmas Carol" and "Keep the Faith, Baby." In addition, she executive produced and starred in "The Courage To Love." She also lent her voice to the animated holiday special "Santa Baby." Vanessa has many mini-series credits, including "The Jacksons: An American Dream," for which she won an NAACP Image Award; "Nothing Lasts Forever"; and the Emmy-nominated "The Odyssey," which also garnered her an NAACP Image Award nomination. In film, Williams starred in "Eraser," opposite Arnold Schwarzenegger, and "Hoodlum," with Laurence Fishburne and Andy Garcia, as well as "Soul Food," "Shaft" and "Dance With Me." Most recently, she co-starred in "Johnson Family Vacation," with Cedric the Entertainer and Steve Harvey. She will next be seen in the upcoming independent feature "My Brother." On stage, Williams debuted on Broadway in a successful, nine-month run of the musical "Kiss of the Spider Woman." She recently starred in the Tony Award-winning revival of Stephen Sondheim and James Lapine's "Into the Woods," and earned her first Tony Award nomination for Best Actress in a Musical.

Lee Thompson Young was recently featured in a recurring role on "The Guardian," though he is probably best known for his role as Jett Jackson on "The Famous Jett Jackson," which concluded after three seasons and a television movie. On the big screen, Young will star in the upcoming "Akeelah And The Bee," with Laurence Fishburne and Angela Bassett. Previously, he starred in "Friday Night Lights," opposite Billy Bob Thornton. On television, Young recently completed filming the Golden Globe-nominated mini-series "Redemption: The Stan Tookie Williams Story," starring Jamie Foxx and Lynn Whitfield. Also, he has appeared in UPN's "Kevin Hill," "New York Undercover," and the television movie "Johnny Tsunami." Young began his career at the age of 10 on stage in "A Night of Stars and Dreams." Later, he parlayed this experience into a one-man show entitled "Young Treasures." Young also starred in Anna Deavere Smith's "House Arrest," at the Arena Stage in Washington, D.C. On television, Marcus Coloma appeared on "Point Pleasant," where he played Father Thomas. Coloma will star in the upcoming film "Material Girls," opposite Hilary Duff. In addition to acting, Coloma enjoys football, basketball, baseball, swimming and surfing. He is also very musically inclined, playing guitar (acoustic and bass), piano, saxophone, drums, as well as singing and writing songs.

Chris Johnson was last seen in a supporting role as a young agent in "xXx: State Of The Union." Johnson also played the lead in "Three Blind Mice" and "Daydream Believer." His other film credits include "50 Pills," "Cursed" and "Straight Jacket." Johnson has made many guest appearances in several television series. Recently, he appeared in "JAG." His other television credits include "Desperate Housewives," "NCIS" and "Miss Match."

Odette Yustman was featured in "Kindergarten Cop," opposite Arnold Schwarzenegger, and "Dear God," with Greg Kinnear. On television, she appeared in Danielle Steel's "Remembrance."

Giancarlo Esposito will star in the upcoming movies "Last Holiday," with Queen Latifah and LL Cool J, as well as "Derailed," starring Jennifer Aniston. Previously, he starred in "Ali," with Will Smith and Jamie Foxx. On television, Esposito recently completed filming the mini-series "5 Days Still Midnight." He also appeared as a series regular in "The Street" and "Homicide: Life on The Street." Aside from television and film, Esposito has many Broadway theater credits, including "Sacrilege," "Don't Get God Started," and "Merrily We Roll Along." He has also won two Obie Awards for his off-Broadway performances in "Distant Fires," "Zooman" and "The Sign."

Tony Krantz ("24"), Jennifer Lopez ("Monster-in-Law"), Simon Fields ("Shall We Dance?") and Philip Levens ("Smallville") are Executive Producers. SOUTH BEACH is a production of Flame Television and Nuyorican Productions, in association with Paramount Network Television.

Elizabeth Bauer: Vanessa Williams
Matt Evans: Marcus Coloma
Vincent: Chris Johnson
Alex Bauer: Lee Thompson Young
Arielle Casta: Odette Yustman
Robert Fuentes: Giancarlo Esposito
Brianna: Adrianne Palicki
Daniella: Selita Ebanks
Maggie: Meghan Ory
Charlie Evans: Michael Par�
Felix: Neil Brown
Jorge: Rey Hernandez
Cesares: Michael Francis
Krissy: Suzanne Quast
Paco: Robert Anthony Mac
Photographer: Hardy Hill
Veronica: Angelina Asseretto
Exotic Dancer: Carolina Espojo
Thug #1: Jay Amor
Thug #2: Don Abbatiello
Man #1: Chick Bernhardt
Man #2: Rob Russell
Doorman: Erick Garcia
Pouty Model: Kristan Cooper
Javiar: Paul Lasa
Drug Rep: Jennifer Bradley
El Guerrero: Pitbull
Hipster Director: Adam Cronan
Lou: Terry Loughlin
Manolo: Johnny A. Acero
No�l: Melissa Keller
Lil John: Jonathan Smith

RATING: To Be Announced