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A moment of silence, please, for dear, departed Flounder. "We were asleep one night, and Flounder was in his fishbowl," recalls Elle Fanning, 5. "He flipped out of the bowl and died." Which was tough luck for the goldfish but useful for Elle's sister Dakota, who invoked the memory to film emotional scenes in her new movie Uptown Girls. "I just think about Flounder dying," says Dakota, 9, "and it makes me sad." Pause, then laughter. Dakota: "Why are we laughing?" Elle: "I don't know!"

No disrespect to Flounder, but the Fanning sisters have plenty to giggle about. As a neurotic grade-schooler in Uptown Girls, Dakota adds to a precocious résumé that includes a Screen Actors Guild nomination for 2001's I Am Sam. (She was the youngest nominee ever.) "She has a wisdom only a zillion past lives could account for," says Brittany Murphy, her Uptown Girls costar. "She is so sharp and hyper and funny." Elle (Daddy Day Care) is fast on her sister's heels. But the biggest sign that the girls from Conyers, Ga., have arrived? They are on a first-name basis with some of Hollywood's heaviest hitters. As in "Denzel [Washington] was cool" (Dakota), or "Look at this bracelet Kim [Basinger] gave me" (Elle).

Yet when it comes to name-dropping, the girls have a clear favorite: "We play Barbie and dress up," says Dakota, who began acting at 5, when her mom, Joy, enrolled her in a workshop. "She loved it," recalls Joy, 36, a homemaker. Within months Dakota landed a Tide commercial; by January 2000 the family—including dad Steve, 36, an ex-minor-league shortstop for the St. Louis Cardinals who now works with an electrical firm—had relocated to L.A., and Elle began auditioning too. Says Joy: "We take pleasure in seeing them do something they enjoy."

Eventually Dakota, who is home-schooled by a tutor, says she would love to work with "Julia Roberts and Cameron Diaz." Her sister, meanwhile, has another pick. "Dakota," says Elle, "is my favorite actress."

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DAKOTA, age 9

•Film debut: 2001's I Am Sam

•Next: Man on Fire, a drama with Denzel Washington (due in '04); and this fall's Cat in the Hat with Mike Myers: "He is so nice. He would call me Dakoter."

ELLE, age 5

•Film debut: this spring's Daddy Day Care. On jokey costar Eddie Murphy: "He can take his finger off. Really!"

•Next: The Door in the Floor with Jeff Bridges and Kim Basinger (due in '04).