MOVIES : The Bros. Mario Get Super Large : Take the world's most popular video game, add $40 million, some Koopa Troopa turtles, two rewrite-happy directors and outspoken actors like Dennis Hopper and Bob Hoskins, then mix together in a deserted cement factory . . .

Super CEO Jeffrey Katzenberg rode past forests bordering the Great Northern Cape Fear River and down Holly Shelter Road. He had flown to this wilderness to personally decide if his minions were correct about the film debut of a fabled Brooklyn plumber who, according to polls, had grown more popular with American youth than Mickey Mouse.

The chairman of Walt Disney Studios was on a secret mission to meet Mario Mario.

He was not the first: Previous executives who had made this pilgrimage included 20th Century Fox President Joe Roth, Cinergi Productions chief Andy Vajna and interested parties from both Columbia and TriStar Pictures.

When his driver turned onto Ideal Cement Road, Katzenberg suddenly saw it. A huge concrete edifice of rusted catwalks and towers loomed from the Southern Gothic landscape, surrounded by burial mounds of grave and limestone quarry pits.

But bent and crumpled automobiles blocked the entrance: A Plymouth Gremlin, a Ford Torino, and a police car with a bulldozer blade for a hood. Horns honked and modified engines rumbled as the crazy motorcade led Katzenberg into the abandoned factory.

There, an even more imposing sight welcomed Katzenberg: Koopa Square, the heart of Dinoyork, a reverse Times Square. A campaign billboard displayed a reptilian Dennis Hopper with a chain saw. A movie marquee: "I Was a Teenage Mammal." Flames hissed through metal scaffolding. The Boom Boom Bar's neon signs promised cocktails of hot blood. Eight-foot-high Goombas nodded their lizard heads in greeting.

Katzenberg apparently assumed that producers Jake Eberts and Roland Joffe must have indeed figured out how to make a film of the world's most popular video game.

The deal was soon done: "Super Mario Bros.," a $40-million adaptation of the Nintendo computer game, would be released in the United States by Disney's Buena Vista Pictures, joining German and Japanese distributors already signed up. The domestic bidding war was over.

The location war resumed.

In trailers squatting on the swampy ground, the day's script changes are being tossed, unread, into drawers. Why bother to read the latest rewrites? sigh Hopper and co-star Bob Hoskins.

"The directors won't give interviews?" Hopper says in his air-conditioned trailer, after being informed of the directors' decision not to talk to the press about their work. "That's the smartest thing I've heard from them. That's the only intelligent thing I've heard that they've really actually done."

Hundreds of extras stand around in the 90-degree Southern humidity, waiting for "Rockabell"--the cast and crew's dismissive moniker for directors Rocky Morton and Annabel Jankel. "Rocky and Annabel, the Flying Squirrel Show" is another nickname for the creative partners; "The Hydra" is yet a third. First there's two heads on this snake telling you what to do, explains Hopper, then four, then eight heads.

Under the multicolored circus tents, actors mock the directors. The joke of the day: Jankel kept condemning a star's work for being "too Batman"--while wearing a Batman cap.

During one production meeting, the two directors had insulted director of photography Dean Semmler by giving him their list of camera setups for the week's shoot, plus specific lenses and light readings. "Why'd you hire me?" shouted the Oscar-winning cinematographer of "Dances With Wolves."

"I suspect it will probably be rewritten," Hopper says of the latest rewrites brought to his trailer. His eyebrows are shaven and his hair sculpted into dinosaur ridges to make him resemble the Mario Bros. archenemy Koopa, a descendant of Tyrannosaurus Rex. "The script had probably been rewritten five or six times by the time I arrived here. I don't really bother with it anymore. I just go in and do it scene by scene. I figure it's not going to hurt my character."

"All these rewrites get frustrating so I don't do too much research," says Hoskins grimly, while waiting all morning for the directors to decide the shot. "The trick is: Don't take the job too seriously, turn up and do your day's work. That's all.

"My 7-year-old son is quite depressed about my playing Mario," he says. "He knows I can't even program a VCR, yet alone play the game. How do I prepare for the role? I'm the right shape. I've got a mustache. I worked as a plumber's apprentice for about three weeks and set the plumber's boots on fire with a blowtorch.

"New pages," mutters John Leguizamo, who's been cast as Luigi Mario. "Every day's a new page. It's like waiting for the news. What the hell happened yesterday? And there it is: All new, all live. 24 hours: Ding, ding, ding."

But actors Fisher Stevens and Richard Edson, who portray Koopa's stooges, are happily inventing new dialogue. They've just added an original rap dance number.

(Reached after the production had wrapped, co-director Rocky Morton said he didn't want to comment on the frustrated comments of the cast and crew. "It was a tough schedule. It was a big project. It was just very, very difficult." He found nothing unusual about the various rewrites. "Doesn't that always happen?")

"It's not unusual to go through many script changes," says co-producer Fred Caruso, whose distinguished career includes "The Godfather" and "The Bonfire of the Vanities," "and especially with this particular film because this comes from a video game that has no story. Everything we're doing is made up and it comes from the flow of what we're shooting. All the games have are the characters."

Other than the Italian plumbing duo ("the most likable wrench wielder you've ever seen," promises Nintendo's Player's Guide), the Nintendo video game features fantasy characters such as Princess Toadstool and the fighting Koopa Troopa turtles. The game's minefield of obtuse obstacles (sea urchins and Piranha Plants) and inexplicable enemies (Bowser, King of the Koopas) means that even the most dogged of players must inevitably fail--even after the 650 hours of playing time Nintendo claims it takes to finish Game 3.

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Since making his initial cameo in "Donkey Kong" in 1981, Mario Mario and his sibling have spawned a multibillion-dollar market. The third Super Mario Bros. game, introduced in 1990, has earned more than $500 million. There are Mario pajamas and sheets, shirts, underwear, lunch boxes, dishes, clocks, pillows, wastebaskets, cereals, cookies, crackers, comic books, a Saturday-morning cartoon show and a limited number of Super Mario Bros. plumbers van sculptures.

No accident that Nintendo player's guide "Mario Mania" boasts that the Italian-American plumber has "a heart of gold valves and spigots."

The directors are improvising the story as they inch along--and entering the eighth week of a 12-week shoot that ultimately went three weeks longer. At least nine writers have worked on the script--now grown as thick as nearby Wilmington's phone book, rainbow-colored with rewritten pages. The only page color missing is the original draft's. No white pages remain.

The mission had always verged on the impossible: Transferring a kid's game from video to movie screen. Starting with a property instead of story meant you had to start from scratch.

The first writer had been Barry Morrow, one of the Academy Award-winning writers of "Rain Man." Another had been Ed ("Bill & Ted's Excellent Adventures") Solomon. The team of Dick Clement and Ian Le Frenais, who wrote "The Commitments," had contributed a draft.

This week, Chicago-based writers Parker Bennett and Terry Runte, who previously worked on a "middle draft," had visited the set while driving south. Now they were suddenly enlisted for more revisions.

"It's the best kind of work there is," said an elated Bennett of his unexpected fortune, "the last minute. All the actors know their characters. They come to us. They're looking for solutions rather than options, so it's high energy."

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But a recent solution chosen by the directors is to put Hopper and Fiona Shaw, who plays Koopa's queen, into a mud bath with $3,000 worth of worms.

"The first script I got was witty," sighs Shaw, whose previous credits include the doctor in "My Left Foot." "That was maybe 10 scripts ago. Now they're talking about taking a bath with worms."

But Shaw's courage inspired the directors to add the tub of worms. During a scene in the Boom Boom bar, they had instructed Shaw to sip from a shot glass containing a worm. Assuming the worm was fake, she'd done as directed--only to find it wiggling from her lips. Shaw had maintained her professional composure until after the take. The directors loved it so much they'd asked her to do it again. She had reluctantly done so . . . and did it again . . . and again. . . .

But special effects are crucial. Just this week an audio-animatronic dinosaur named Yoshi had arrived and had to be integrated into the story. No video-game-loving kid would tolerate the absence of Mario's best friend.

"It can get confusing and somewhat crazy," confesses prop designer Simon Murton, "but two directors give you two points of view. They have very, very fertile minds but they're constantly changing into newer, better ideas. So I rush things to completion before they change again."

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The fungus has become a rival to the Marios. The fungus is taking over. What had once been a minor element in the video game now dangles, brown and ominous, from every corner of the sets.

"Rocky and Annabel invented this idea that the old king had gotten devolved into a kind of primal organism," producer Joffe explains, "and a few of the cells escaped and had to start from scratch and began growing into fungus, but fungus with a conscious mind."

"As each script developed," remembers designer David L. Snyder, "the fungus was sort of a metaphor for the mushroom element in a Nintendo game. In a Nintendo game, the mushrooms are the opponents for the allies, depending on what side of the game you're playing. Mushrooms and fungus are in the same family. The metaphor for the mushrooms is the fungus, and as time went on it became a character. All of a sudden, it's like a gigantic character and it became this deposed king of this world that Koopa has taken over. So it developed and we had a company go in and do a survey, and they did a report and came up with five stages of growth of this fungus."

Made of fishing lure base and hot glue by prop designer Murton, the fungus is evolving to heroic, plot point stature. The fungus is destined to be the savior of Mario Mario and his brother Luigi. The fungus would soon rule.

Many are hoping Joffe will step in and cut the fungus.

Joffe had brought to this project the best in the business: "Blade Runner" art director Snyder was designing the elaborate sets; visual effects wizard Chris Woods of 'Ghost' was creating the special effects; Caruso was balancing the budget.

Joffe had even constructed a mini-studio out of an abandoned cement plant. He had hired not only movie stars Hopper and Hoskins but Samantha Mathis, who happened to be on the current Seventeen magazine cover, and many of the world's finest stage actors. Shaw, one of England's finest theatrical performers, was portraying the movie's villainess. Obie-winning Leguizamo had captivated Off-Broadway audiences with his original show "Mambo Mouth." Fisher Stevens was a consummate stage actor as well.

Joffe, determined to maintain the integrity of his first purely producing effort, resists the savior role. "I hope to be the kind of producer I'd want as a director," he says. "As a producer I don't intrude. I suggest and guide by asking questions. Sometimes I find my voice in this very technological film is one that's asking, 'Yes, but what about the character? What does the audience feel?' And it's a learning process for me, to ask them."

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This Socratic method is a Joffe trademark. After being directed by the magnetic Britisher in "The Killing Fields," Spalding Gray observed that Joffe has "the demeanor of Christ, the eyes of Rasputin and the body of Zorro."

Gray may prove prophetic. To produce "The Super Mario Bros." will require the patience of a saint, the obsession of a madman and a warrior's stamina.

Joffe's heroic achievement while directing "The Mission" in South American jungles has become the stuff of industry legend.

"Roland's always, even when he was a young theater director, always been an oddball, always off the wall," remembers Hoskins, who knew Joffe when both worked in London theaters in the 1970s. "He would have loved to have taken this film down the Amazon. That's where he'd have been happy."

But "The Mission" might have been easier than 'The Super Mario Bros."

"We fought very hard to get the project," remembers Joffe of the bidding war for the movie rights in 1990. "There were a lot of contenders." But none had what Nintendo considered a viable solution to the absence of a plot.

"I went with a storyboard and story outline," Joffe says of his initial pitch meeting to Nintendo President Hiroshi Wayauchi. "I said, 'This won't be the story, but it'll be a story that contains some of these elements.' I was improvising."

Joffe knew that he wanted to make Mario Mario and Luigi Mario real people, not computer generated or animated cartoon figures. His concept won their infant production company Lightmotive the movie rights to "Super Mario Bros." Joffe believes Nintendo trusted him to actually get the film made, that it would not become just "another studio project" left on a development shelf.

It also didn't hurt that Eberts and Joffe offered "a creative partnership" allowing Nintendo to retain merchandising rights.

So in 1990 Lightmotive paid $2 million for a three-word plot: "Super Mario Bros." Now what? "We needed to find a way into this story to bring the game to life, that gave everything a kind of reality and created a myth of its own," Joffe decided. "The game is made up of an odd mixture of Japanese fairy tales and bits of modern America."

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Joffe visited Nintendo headquarters in Kyoto, the ancient imperial capital of Japan. There he met the game's creator, Shigeru Miyamoto, who explained that Mario had initially been inspired by the company's office landlord in New York. Miyamoto further explained that the Koopa Kids were modeled after the team that designed Game 3. Joffe learned that the precise translation of "Super Mario Bros. 2" into English is "Doki Doki Panic."

But during the nights in Kyoto, Joffe slept on tatami mats, "just as the Japanese have been sleeping for 3,000 years." During the days, he visited the "completely sanitized" Nintendo Headquarters where "rooms are so airtight to keep out the dust and everyone wears white coveralls." Afterward, he'd visit ancient temples and discuss mythology.

Joffe returned to Los Angeles with at least a feel for "these conjunctions of images." He wanted to capture on screen whatever elusive archetypal qualities made the video game so compelling to an entire generation of children--including his own son, who loved playing the game that his father couldn't master. "How do we catch this wonderful mixture of images and inputs and strangeness?" Joffe wondered.

The initial capture came from Morrow, who brought aspects of his work on "Rain Man" to the plumbers. That first draft established Mario Mario as the elder brother, Luigi as the naive sibling. Together the blue-collar team formed a dysfunctional family relationship. Their story would be a prequel relating the adventure that led to the Mario brothers' "super" video game status.

Although Morrow's original script established the characters, "it was more of a serious drama piece as opposed to a fun comedy," remembers co- producer Caruso. "We were looking for the same audience that enjoyed 'E.T' as well as 'Ghostbusters' as well as 'Terminator II' and 'Batman.' "

Ed Solomon, co-writer of "Bill & Ted's Excellent Adventure," was hired to rewrite the script. Meanwhile, discussions were held with Danny DeVito, who was offered both the role of Mario and the director's mantle. Arnold Schwarzenegger was approached to portray the evil Koopa. So was Michael Keaton. Director Greg Beeman ("Mom and Dad Save the World") was hired, then fired. Designer Wolf Kroger was hired then, after "creative differences," replaced by Snyder.

"We made some mistakes," acknowledges Joffe. "We tried some various avenues that didn't work, that came up too medieval or somehow wasn't the right thing. I felt the project was taking a wrong turn. And that's when I began thinking of 'Max Headroom.' " Joffe admired the television program about a computer generated talk-show host who became a British cult hero in 1985. He went to Rome to meet with two of Headroom's creators, Rocky Morton and Annabel Jankel.

Joffe remembers their immediate description of their immediate version of the Super Mario story: "65 million years ago, when the meteor hit the Earth where Brooklyn is today, it pushed a small group of dinosaurs into a sub-dimension, and they evolved into something like us--humans descended from reptiles."

Although their sole feature directing attempt, "D.O.A." for Touchstone in 1988, was a critical and financial bomb, Morton and Jankel became co-directors of "Super Mario Bros." They had worked in MTV and done commercials for such sponsors as Coca-Cola and Hardee's restaurants.

Dinoyork was born: an alternative reality, a kind of reverse version of contemporary America but "basically a reptilian society and therefore infinitely more brutal than our mammalian society," says Joffe. "So it's a wonderful parody of New York and heavy industry. We call it the New Brutalism."

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Now the project had more focus. With the "Dinoyork" concept came the location. When Caruso, who had worked in North Carolina for Dino De Laurentiis on, among other films, "Blue Velvet," introduced Joffe to the deserted Ideal Cement Co. plant, "the building looked to me like a temple abandoned by Aztecs," recalls Joffe.

Scenes from "Terminator II" and "Ninja Turtles" had been shot inside the cavernous chambers, but no company ever transformed the site into a mini-studio, complete with special-effects labs and prop departments.

"I wanted the concentrated energy of a studio and the obsessive focus of being on location," Joffe realized. "And you couldn't get anything more New Brutalist than a deserted cement factory."

Designer Snyder and his craftsmen had found a unique opportunity: "In this building, with all the existing concrete structure, we could hang the scenery from the structure, and not have to build scaffolding, and could integrate the concrete structure into the film's design."

The factory's remaining machinery--such as two 400-foot-long rotating kilns that once melted gravel at 2,800 degrees--quickly became fodder for Snyder. He constructed an exterior street--Dinoyork's Koopa Square--inside the mill.

'In 'Blade Runner,' the street was one level," says Snyder. "Here I have a street level, a pedestrian walkway and above that Koopa's Room, plus six or seven stories in height. I have more flexibility in layering of levels. It's a major, major opportunity. You'd never be able to do this on a sound stage. There isn't a sound stage big enough."

Now the day's shot is about to erupt in Koopa Square. On the ground level, the bent and broken prop cars are revved by the tattooed and long-haired bikers hired as drivers. On the iron-grate catwalks above, Hoskins in his Mario blue coveralls and Hopper in his black lizard-skin suit prepare for their climactic duel. Above them dangles a multi-ton coal hopper. Above that drifts the fungus. Hundreds of extras costumed in New Brutalism chic rush to-and-fro on the Dinoyork sidewalks.

"Action!"

The cars roar in circles below as Hopper and Hoskins march between flames gushing through the grates. Sparks spill from angry generators five stories above in the ceiling, drift down like fiery, spent bullets.

And suddenly there is silence. The cars have stopped driving in circles on the ground floor.

A scene costing $100,000 is frozen in time, suspended as the directors exchange panicked expressions. Who stopped the action? Who's in charge here?

The answer is heard from the street below. A driver, shouting, tattooed arms flailing, has leaped from his car and pours a soft drink down his jeans. A spark had set fire to his underpants.

Later, Hoskins sits in his trailer and puts the epic struggles of moviemaking into perspective: "After I did 'Roger Rabbit,' my younger son wouldn't talk to me. It took me about two weeks to figure out that he reckoned that any father who had friends like Bugs Bunny, Yosemite Sam, Daffy Duck, and who didn't bring them home to meet him, well, his father was a total (jerk). The basic premise of all this business is that everybody's totally insane. They are. They are completely insane. And that's wonderful."

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