In the final haunting scene of “The Godfather Part II,” Michael Corleone sits alone, staring blankly ahead under a gray and foreboding winter sky on the grounds of his Lake Tahoe compound. The loose ends have all been tied: His enemies have been gunned down. His wife (Diane Keaton) has left him. And in his most chilling command, he has ordered the execution of his older brother Fredo. The godfather is left in a vacuum, power his sole remaining possession.

As the familiar strains of “The Godfather” theme rise, the camera pushes in and holds a tight close-up on Michael (Al Pacino). Seven hours and 30 minutes of celluloid have passed and the saga of the Corleone family has ended.

Or has it?

CUT TO: Spring, 1977. Five years after “The Godfather” and three years after “The Godfather Part II,” director Richard Brooks (“In Cold Blood,” “Blackboard Jungle”) was in Manhattan to promote his just-completed film, “Looking for Mr. Goodbar.” As Brooks related the curious events, he was taken aback by a call from Paramount board chairman Barry Diller. Would Brooks fly to Miami immediately to meet with Charles Bludhorn?


Of course he would. As chairman of Gulf & Western Industries (Paramount’s parent company) Bludhorn was one of the most powerful figures on Wall Street and in Hollywood. Such a summit was highly unusual, but an invitation Brooks quickly accepted.

Diller explained that he didn’t know what the meeting was about but that it was a high priority for Bludhorn. “Diller told me, ‘If you don’t want to go, you call him and tell him, but I’m hands off on this one.’ ”

When Brooks arrived the next day at Miami International Airport, he was met by a chauffeur with a limousine and by Bludhorn’s son Paul. He handed Brooks a vodka on the rocks, Brooks’ favorite drink. Brooks still had no idea what this was all about--but it quickly became obvious that the meeting wasn’t to take place in Miami.

The limousine crossed the airport. Brooks was given another drink and minutes later was led to a small private jet. A couple of hours later, the plane touched down in the Dominican Republic. He was met by Charles Bludhorn and a company of machine-gun-toting security guards.

At his lavish compound, Bludhorn, chairman of an international conglomerate with revenues of more than $5 billion, gave Brooks an envelope containing a 53-page treatment for a screenplay. The cover page said: “Godfather III.”

Brooks sat by the pool reading the story. At one point he got up to get himself a drink and out of the corner of his eye he noticed something odd: On a balcony of the house overlooking the pool, Bludhorn was perched with a pair of binoculars. He had been watching Brooks read the treatment--eagerly hoping to get an early fix on Brooks’ reaction.

“It took me two hours to read and at the end I knew I didn’t want to make it,” Brooks recalled. “He was pressing me to continue a story that had already ended.” But Bludhorn insisted that Brooks consider directing the third “Godfather.”

Days later in Los Angeles, Brooks telephoned his decision to Bludhorn: He would pass on the film. The chairman didn’t respond. He angrily handed the phone to an assistant. The men didn’t speak again for nearly a year.

CUT TO: Oct. 11, 1985: After 10 months of frantic writing and rewriting, Nick Marino and Thomas Lee Wright finally completed their script of “Godfather III.” Marino, a street-smart New York-based movie theater owner who says that he is an informed source on organized crime thanks to a relative in the underworld, supplied much of the story for the script. Wright, a Harvard graduate who formerly was a Paramount production executive, handled the day-to-day writing.

It would be the seventh serious attempt to make a workable story for “III.” For Paramount, which has visions of huge profits ahead, it was an arduous and frustrating search of 11 years in pursuit of the right story.

These writers were ecstatic. An excited Marino told Calendar, “We’ve got ‘Godfather III’! The other people who tried just missed the boat.”

Cut to four days later. The bad news. It was delivered by David Kirkpatrick, Paramount’s executive vice president for production. The studios’ creative team, led by chairman Frank Mancuso, had decided to go in an entirely different direction. The script had been turned down. The studio would pay for it anyway, of course, but it didn’t even want to see a rewrite of the script.

Marino was astonished. And he insisted on hearing the reasons for the rejection from the studio chairman himself. Mancuso deflected the request and a meeting was set with studio President Dawn Steel on a Friday night at 6. As Marino emerged 45 minutes later, he bumped into Kirkpatrick, who was waiting to see Steel himself. “So you went over my head?” Kirkpatrick asked Marino with a smile.

Said Marino: “In my neighborhood, you’re not dead until you’re buried in that box under ground.” Marino’s unsuccessful effort, as mobster Hyman Roth said in “Godfather II,” wasn’t personal; it was business.

It was “Godfather III” business. It has been 11 years since “Godfather II” arrived on the screen and surprised audiences and critics alike by nearly equaling the style and power of its predecessor. Both movies won best-picture Oscars, a feat unduplicated in this Era of the Sequel. There have been 14 James Bond movies, five “Pink Panthers” and now a fourth “Rocky” (opening Wednesday), but there have been just two “Godfathers.” “Godfather III” is the movie that everyone wants to see but no one seems able to make.

Sequels generally get made for one reason. Like star names on the marquees, they give a picture built-in momentum: The audience has an instant familiarity with the subject matter. With the “Godfather” movies, that familiarity would, of course, be enormous.

The first two episodes are classics and brought the studio immeasurable prestige--and healthy profits. The two movies have grossed more than $700 million--”I” took in about $400 million in worldwide grosses, and “II” about $200 million worldwide, according to Robert Evans, who was chief of worldwide production at Paramount when the first “Godfather” was made (Stanley Jaffe was president of the studio) and is now an independent producer on the lot. The two together earned an additional $100 million in television and videocassette sales. “ ‘Godfather I’ was really the first of the modern blockbusters,” Evans said.

Today the Godfather character and even some of his don’t-get-mad-get-even philosophy is entrenched in American culture. Its legacy is used to hype everything from pudding (Bill Cosby dressed as a godfather) to pizza (the Godfather chain). Used-car dealers promise offers you can’t refuse and the theme music is piped into elevators.

No one understands that better than the executives at Paramount. For years, they have been trying to make a third chapter in the saga. According to one insider, the studio has spent an estimated $800,000 developing scripts, treatments and story lines for what would almost certainly become an instant hit.

Says Evans: “Of course they (Paramount) should make it (“III”). Because there is an audience out there that wants to see it and that’s what the movie business is about. . . . But when you have a natural resource as rich as ‘The Godfather,’ you must protect it as well as make it blossom.”

And Paramount has tried to do just that. At today’s prices, it would hardly be cost effective to assemble the original cast, but over the years the studio has recruited some of the most bankable star names in an effort to come up with a commercial and tasteful continuation of the story. Imagine Sylvester Stallone as the Godfather (a deal was almost signed for him to star in and direct “III”). Imagine John Travolta as Anthony, Michael Corleone’s son. (Bludhorn wanted him desperately to play the role.) Says Michael Eisner, a former Paramount studio president: “For about a three-year period there, anyone with an Italian last name was up for the part.” And imagine Eddie Murphy calling Francis Coppola (director of the first two films) and Mario Puzo (author of the novel and co-author of the films) earlier this year (he did) and expressing his serious interest in a role in “Godfather III.”

Even if Coppola were available (there are serious doubts whether Paramount would use him) and Al Pacino affordable, the movie would still be a long shot.

Thus far, the biggest hurdle has been in finding a script, and Paramount has employed some of the best-known writers as well. There have been attempts by Puzo and novelist Vincent Patrick (“Pope of Greenwich Village”) and Dean Riesner (“Dirty Harry,” re-writer of “Starman”).

Even top executives have tried their typing fingers on the saga. In his only known venture into such writing, chairman Bludhorn collaborated with Puzo on the story for his treatment. Michael Eisner wrote a story proposal. Eisner, now chairman of the board at Walt Disney Productions, said: “In the eight years I was there, we just never had the right idea. We tried stories with Cubans, Kennedys and political assassinations, but it never worked out. It was a movie waiting to happen, but somehow it would always run out of gas.”

This search for a sequel has taken a circuitous and circular route. On the way, it reveals the complications and pitfalls inherent in that quirky Hollywood gray area called development.

Paramount initially agreed to cooperate and “authorize” studio executives to discuss the chronology of “Godfather III.” But just as Calendar began its reporting, the studio balked. At the direction of chairman Mancuso--who, according to an aide, is now himself championing efforts to try yet again to make “III”--executives were told not to cooperate with Calendar. “Development is the lifeblood of this company,” explained studio president Steel. “We just can’t comment on this one.”

Perhaps. But the studio may also feel some embarrassment over its inability to get “III” made.

To track the project, interviews were conducted with dozens of executives, writers and producers.

It began as Bludhorn’s pet project. Though the chairman rarely ventured into the day-to-day affairs of the studio, he loved the “Godfather” movies and was instrumental in selling Coppola on the idea of doing the first sequel.

According to Peter Bart, a former Paramount vice president of production, Coppola initially didn’t want anything to do with a sequel. But Bart, then supervising the project for the studio, knew that the director had an outsized ego and debts to match. “I had this meeting with him and I said, ‘Francis, you were the star of ‘Godfather I’ and now we will make you the star of ‘Part II.’ I asked him, ‘If we could get you $1 million to direct’--which was as much as any star was getting then--’would you do it?’ And he took a deep breath and said, ‘Yeah, if you authorize the check, I’ll do it.’ ”

It was Bludhorn who guaranteed the check and granted Coppola total autonomy on the movie.

Says Dean Tavoularis, production designer on both “Godfathers” and a good friend of Coppola: “At the time, sequels had a real stigma to them. They were perceived as a kind of a rip-off. But they gave Francis a lot of money and a completely free hand.”

So complete was Coppola’s power that when the crew started shooting in Lake Tahoe, Coppola was still writing the complicated sequel that wrapped itself around the first film. In the end, “Godfather II” provided a beginning and an ending for “The Godfather,” which became the middle portion of the epic.

Released in 1974 at a cost of about $14 million--more than twice the budget of the original film--the sequel performed well at the box office and received strong reviews across the country.

In the mid-’70s, Coppola was hot and Paramount was hot, too, coming off the strength of the “Godfather” movies, “Love Story,” “Chinatown” and other hit films. Bludhorn wanted to keep the fire burning with another sequel. Recalls Eisner: “Neither Barry Diller nor I thought it was really a viable project, but because we respected and admired Bludhorn so much, we felt it would have been unfair not to follow through.”

There would be a “Godfather III” even if Bludhorn himself had to help write the story. Which he did. Perhaps it was the power of the gangsters at the core of this saga that appealed to him (a number of critics have argued that “Godfather” is a giant metaphor for American business) or perhaps he simply recognized a box-office “lock.” But this was the only time the tough-minded chief executive actually rolled up his sleeves and immersed himself in the creative process.

He wouldn’t be the first one to try--or the last. Calendar gathered several of the most serious candidates for the “Godfather III” story line. In chronological order:

July, 1977: Michael Eisner sent a memo to Don Simpson, then head of production at the studio, outlining a story for “III” wherein the Mafia and the CIA team up to assassinate a Costa Rican dictator. Eventually, an FBI agent and a Mafia kingpin begin to reverse roles and become immersed in each other’s worlds. In the end, an elaborate plan is hatched by the government wherein the two kill each other off.

The story never got very far. In a recent interview, Eisner didn’t even recall the details of his outline: “If I did write a treatment, I’m sure it was awful. I do that all the time.”

October, 1977: Alexander Jacobs, a veteran screenwriter (co-author of “French Connection II”), is hired to take a crack at “III.” In his story, Michael Corleone dies of cancer. Son Anthony (whom we see briefly as a toddler in “II”), long estranged from the Mafia, is passed the mantle of power. He runs a large insurance company and investment firm in Manhattan and decides to try to make the Corleone family completely legitimate. Anthony’s cousin Tomasso becomes Anthony’s closest associate. Eventually, he fronts for Anthony as the Godfather (to keep Anthony’s image clean), but he gets power hungry. And Tomasso ends up derailing the plan to go legit, leading the family into the drug rackets and embroiling the Corleones in another Mafia war.

A confidential Paramount memo describes the conclusion: “By the end (Tom) Hagen (played in “I” and “II” by Robert Duvall) is gunned down, Tomasso is murdered in a final shoot-out with the rival Gianelli family and Anthony is left to guide the Corleone family fortunes alone.”

The script got a lukewarm reception, languished and never got the green light for production. Jacobs died in 1979.

June, 1978: Chairman Bludhorn instructed Barry Diller to make a deal with Puzo to compose a treatment based upon an idea that Bludhorn had. According to Puzo’s attorney, Bert Fields, Puzo was working on his novel “The Sicilian” at the time and had little interest in getting involved. But Paramount eventually made Puzo an offer he couldn’t refuse.

According to Fields, Puzo was paid $250,000 up front to do a 53-page treatment and was guaranteed 6% of the film’s gross up to $10 million and 7.5% after $10 million--an extremely rich deal that Fields says lives in perpetuity.

(The deal was so rich that, several years later when the studio was trying to sign up Sylvester Stallone, they also asked Puzo to consider reducing his percentage in the take.)

Puzo met with Bludhorn in the Dominican Republic, where Bludhorn dictated his idea. Recalled Fields: “Mario told me, ‘If I can just get the guy (Bludhorn) to write it long enough, I’ll just change a few words and turn it back in again with my name on it.’ ”

(Once again, it was the money that lured Puzo back into Hollywood. Years earlier, Robert Evans bought “The Godfather” for Paramount based on only a 30-page treatment called “Mafia” for the low sum of $12,500, with $50,000 more if they made the movie and some “escalators.” It was sold to Paramount to help cover Puzo’s growing gambling debts, according to Evans and the author himself.)

The Bludhorn-Puzo story focuses on Michael’s son Anthony, who is graduating from the U.S. Naval Academy at the start of the film. Now estranged from his father, who is a mentally ill recluse still living on the shore of Lake Tahoe, Anthony is recruited by a CIA instructor to assassinate the communist head of a South American country. The Corleone family insists on one condition: A jailed union boss must be freed from the long-term sentence he is serving.

The Corleones then call in that favor by borrowing money from the union pension fund to finance a new casino operation in Atlantic City. Soon after, a Senate commission begins investigating CIA complicity in the assassination attempt of the dictator. Eventually, the CIA decides that Anthony must be killed and he barely survives an attack by a CIA hit man. Anthony moves to Tahoe to be with his father, where he takes over the Corleone operation with Michael’s blessing and help.

October, 1978: Like most of the other attempts, Dean Riesner’s treatment revolves around the idea that the Corleone family gets involved with the CIA in the killing of a foreign dictator. In this story, Michael Corleone is a recluse living at his Lake Tahoe compound and his son Anthony goes to Vietnam. He performs valiantly, is injured, and returns to live in Georgetown on a houseboat.

One day, Corleone consigliere Tom Hagen pays a visit to Anthony and asks him to come see his father in Tahoe. Michael explains to Anthony that the family interests are threatened by the rival Maatrocina clan. While Anthony visits his father, a bomb goes off, killing Michael and starting a war between the families.

In the meantime, the State Department goes after Anthony, who was involved in the CIA killing of a Latin American dictator. Eventually, Anthony must wipe out two adversaries, the CIA men who recruited him and the rival Mafia families threatening the power of the Corleones.

Riesner argues that this project, like many others in Hollywood, may be a victim of too much script massage and decision by committee: “I’ve always had the most luck with the scripts they (the studios) do the least fiddling with. You’re better off when you have one viewpoint. When you start putting it through the hopper and everyone has their say, it becomes like a smooth ball bearing. It’s just like every other damn thing they turn out. It loses its individuality.”

August, 1982: In the spring of 1982, author Vincent Patrick was hired (at a price of about $75,000) to write a treatment for “III.” This version opens with sudden violence: Michael Corleone and Tom Hagen are killed off in a car explosion before opening titles run. Santino (the departed Sonny’s son) is called upon to take over, but it is clear the family needs someone with more experience to run the business.

The Corleones then bring in Gaetano, the don’s as-yet-unrevealed illegitimate son, who was sent off to Sicily early in life and went on to become a powerful don there.

Gaetano plays hardball, Sicilian style. After a quick series of killings, war erupts among the New York crime families. Anthony is recruited by the government (this time he’s a student at Harvard) to help rescue a high ranking NATO officer who has been kidnaped by Italian terrorists. Later, Santino is kidnaped by a rival Cuban syndicate in Manhattan (lots of kidnaping in this one).

Eventually, Gaetano turns against his own blood and tries to have Anthony and Santino killed. When his attempt fails, they strike back with a plan that only the Corleones could concoct: While conferring quietly with his priest, the holy man uses the dangling belts of his robe to garrote Gaetano.

Gruesome stuff, but the story never gained much momentum at the studio.

October, 1985: This most recent and unsuccessful version by Thomas Wright and Nick Marino began optimistically with their subtitle, “The Family Continues.”

It’s 1972. Under the leadership of Don Michael, the Corleones are expanding into Atlantic City, where gambling is about to be legalized. But the family stronghold is threatened as Irish mobsters hone in on Corleone territory and Omerta (the ancient code of silence) is broken in testimony to the feds.

Michael moves back to New York from Tahoe to confront his new enemies. His son Anthony, a recent college graduate, learns the ways of the streets from his cousin Vince (Sonny’s son). After Vince and Tom Hagen are murdered, Michael’s deadliest enemy proves to be his own sister, Connie, who murders him--with help from her convict son Victor--in a vendetta for the murder of her husband Carlo. (If you’re able to follow the blood trails, he was killed on Michael’s order in “The Godfather.”) Anthony then assumes command as leader of the next Corleone generation.

If there is one unifying theme to these failed attempts at making “Godfather III,” it’s that the vast majority have focused on the passing of the mantle of power from Michael to Anthony. But while most of the scripts have been chock-full of violent murders and international intrigue, the main failing, say studio insiders, has been the inability to present sympathetic characters. “The frequent complaint has been an absence of real or likable characters,” stated one internal memo on the project. “The focus has been on plotting rather than characterization.”

Like Bonnie and Clyde, the characters in the first two films were at once evil and glamorous. They killed--brutally--but only when they were defending their turf or correcting some supposed injustice.

“The Corleones were not cold-blooded killers,” said screenwriter Wright, who has abandoned his attempt at “Godfather III” and is now writing a “go” movie called “The Sixth Family” for Tri-Star Pictures. “They never killed without reason. Even within this outrageous behavior, there was a very strict moral code.”

And the characters were somehow intensely likable. In essence, “Godfather” is a soap opera with a bloody undercurrent where the emotional violence is at least as powerful as the physical violence. This was a significant departure in the standard gangster movie.

Said screenwriter Riesner: “To us, gangsters were always guys in pinstriped suits with dark shirts, white ties and black fedoras. This was real; it was the whole life of these guys. It’s like some of these Westerns where the bad guys sit around and play cards in the barroom all the time. They don’t have a wife, they don’t have a dog, they don’t have a life. In ‘The Godfather,’ the characters were round. They were marvelous characters.”

The continuation of this story involves much more than finding a coherent and credible story line. Despite early objections from the studio (at one point, Paramount wanted Ernest Borgnine to play the Godfather), Coppola and producer Albert S. Ruddy were able to hire a cadre of promising but largely unknown young actors to play his hoods. Al Pacino, James Caan, Robert Duvall and John Cazale then were small-timers; none of them received more than $35,000 to appear in the first “Godfather.” In fact, according to Robert Evans, the highest earner was Marlon Brando as Vito Corleone, who was paid $50,000 and several points (percentages of profit participation) in the movie. (Early on, though, Brando sold his points back to Paramount for just $100,000.)

To hire all of those participants back today would be prohibitively expensive. Pacino alone would cost about $3 million plus 10% of the gross, and Coppola gets $2.5 million plus 10% of the gross, according to industry sources.

But the consensus is that to make “Godfather III” work, Pacino would almost certainly have to be in it. “We just don’t see how it could be done without him,” said one studio insider. A spokesman for the actor said they haven’t seen a script and no offers have been made for Pacino to make a return appearance. (Pacino refused to comment for this article.)

And then there is the matter of the director. Several years ago, when Paramount was trying to mount this sequel, a list of possible directors was drawn up. On it were names like Martin Scorsese, Michael Mann, Michael Cimino and even Warren Beatty. At the top of the list was, of course, Francis Coppola.

Nearly everyone interviewed for this article agreed on one point: If it is made, “Godfather III” should be directed by Coppola. “I think they are right in wanting to do a third one,” said Richard Brooks. “But it’s Coppola who should do it. These are his characters; he made the thing work. Anyone else stepping in is just borrowing his pictures. We’re just carpenters and cabinetmakers in this business and that’s his cabinet.”

Said Michael Eisner: “There is only one person who can do this movie, and that is Francis Ford Coppola. If I could not convince him to do it, I don’t think I’d try.”

But these days, Coppola is something of a marked man. Cost overruns on “The Cotton Club” hurt his reputation and despite a recent public-relations campaign after completing Tri-Star’s “Peggy Sue Got Married”--the ads in the trade papers said, “Our baby is now in post production, on schedule “--there are those who doubt Paramount would use Coppola. “Of course they can make it without him,” said Evans, who battled Coppola in a very public, messy fight over “Cotton Club.” “I know they are prepared to go ahead without him. I don’t know if they would finance it with him.”

If Paramount were willing to gamble on Coppola, would he be willing to direct another chapter in the saga? A spokeswoman for Coppola said the director refused to comment, but close friends say he might well be willing to do it.

Said Tavoularis: “Francis used to talk about it once in a while and how if he did it, it would have to be Anthony’s story and that it would have to be contemporary. . . . I’ve always had the feeling that Francis might do it. But you have to catch people at the right time. I don’t believe it is a burning desire of his, but if the cards fell a certain way. . . .”

There’s a certain irony in the fact that Paramount has been unable to bring “Godfather III” to the screen. After the studio’s successes with the “Star Trek” movies, the Indiana Jones films (another is promised), “Friday the 13th” and yet another “Saturday Night Fever” chapter on the way, Paramount has been recognized as the king of the sequel.

When Eisner was president of Paramount, he issued a confidential 41-page document outlining his philosophy of movie making. In the section on sequels, Eisner wrote: “Most of the sequels that have succeeded--”The Empire Strikes Back,” “Jaws 2,” “Rocky II”--have basically been mirror images of the originals. They involve the same kind of attitudes, feelings and morals. When you take the sequel and try to do something revolutionary with it (“Exorcist II--The Heretic,” “Oliver’s Story”), you tend to fail.”

Perhaps an attempt to stretch the story too far was what caused the previous attempts to fail to get the ever-elusive green light at the studio, but insiders now say that with chairman Mancuso personally overseeing this project, “Godfather III” has once again become a high-priority item.

Mancuso became convinced last spring that this was a good time to do another “Godfather,” they say, after the New York newspapers were full of stories about indictments of the heads of the five Mafia families in Manhattan.

In an odd way, the behind-the-scenes story of “Godfather III” has come full circle. Studio regimes have come and gone, but like the Godfather himself, despite a body riddled with bullets, the project survives.

Clearly Paramount wants to make it. Puzo would like to see it made (“With his deal, Mario would be willing to stand on the corner and sell tickets,” said lawyer Bert Fields) and there would seem to be a major audience for it.

But in the end, it may well never reach the screen for one simple but powerful reason: Ego. No one wants to make the one bad “Godfather” movie. “Guts is a rare commodity in this industry,” says Robert Evans, who has optioned his own treatment for “Godfather III” from a writer he refuses to name. “No one wants to take chances, and that’s what this business is all about,” he says leaning back in a black leather chair at his Paramount office. “ ‘The Godfather’ isn’t the Bible; it’s a movie.”

In a scene between Michael and his older brother Fredo (the late John Cazale) in “Godfather II,” shortly before Michael has Fredo rubbed out, Fredo says he was smarter than everyone thought and complains that no one in the family ever gave him the proper respect. Michael replies: “It’s not easy to be a son Fredo; it’s not easy.”

The same might be said of Paramount’s as-yet unborn son, “Godfather III.”