COVER STORY : Grim. Black and White . . . Spielberg? : Yes, Steven Spielberg, the master of make-believe, is making a movie from the book ‘Schindler’s List.’ Why would he turn to a bleak tale of the Holocaust with no true big-name stars? It’s as simple as: Because he can

Though the scene is familiar from grainy black-and-white newsreels and documentaries, what is happening evokes a visceral, sickening shock of recognition.

In an yard ringed with dilapidated buildings, Jews are being rousted from their homes by Nazi soldiers and hustled away to a nearby square. They clutch at what possessions they can carry, while the soldiers on balconies callously empty the contents of their suitcases onto the paving stones below. The Jews’ faces are pale and tense, as if sensing the dread fate awaiting them.

Another scene to chill the heart: a vast town square in which hundreds of Jews, yellow armbands on their shabby coats, stand quietly in line. Seated at wooden tables, Nazi officials examine their identity cards, and bestow or withhold a blauschein (blue sticker), denoting a worker with skills essential to the war effort. The blauschein was highly coveted; those who received it were put to work and thus spared the one-way journey to the infamous Nazi death camps.

These events actually occurred in Krakow half a century ago. The city, with its ancient Jagiellonian University, has been for 600 years the center of Polish cultural life. Before World War II, its population was one-quarter Jewish, but those 68,000 Jews were decimated by the Nazis: many were shot, including 2,000 in a two-day period, while thousands more were dispatched to concentration camps. Only 5,000 Jews remained in Krakow by war’s end; today fewer than 500 live here.

Now these scenes are being restaged in Krakow for a film based on a true story from that appalling era: “Schindler’s List,” Steven Spielberg’s adaptation of Thomas Keneally’s Booker Prize-winning 1982 novel. Universal Pictures plans to release the movie at the end of the year.

It is the story of Oskar Schindler, a wealthy German Catholic industrialist and Nazi Party member, who moved to occupied Krakow to start up a business. Outraged by the mass murder and cruelty he saw inflicted by Nazis on the Jews there, Schindler built a factory-camp to employ and protect them from certain extermination. Schindler’s actions placed him at extraordinary risk and cost him his vast fortune--but he single-handedly saved 1,100 Jews from the gas chambers. He himself survived the war and died in 1974.

Irish actor Liam Neeson plays Schindler, who is remembered by those he saved as a charismatic man--charming, sociable, persuasive, a heavy smoker and drinker who was also vastly appealing to women. Englishman Ben Kingsley, who won the best actor Oscar for 1982’s “Gandhi,” portrays Itzhak Stern, a Jewish accountant and Talmudic scholar who aided Schindler’s efforts. Another English actor, Ralph Fiennes (“Wuthering Heights”), portrays SS Hauptstrurmfuhrer (Captain) Amon Goeth, the brutal commandant of a labor camp in Krakow. Goeth lived in a villa on a hill overlooking the camp and sometimes took his rifle and casually shot prisoners he thought were shirking their duties.

The subject matter of “Schindler’s List” obviously represents a vast departure for Spielberg, whose worldwide reputation is based on adventure films with broad family appeal, like “E.T.,” the Indiana Jones trilogy and the imminent dinosaur epic “Jurassic Park,” which opens June 11.

“This film is a remembrance,” he says solemnly. “I wouldn’t have done it if I didn’t think a story like this would remind people, in a way that people don’t really want to remember, that these events occurred only 50 years ago. And it could happen in all its monstrosity again.”

Making “Schindler’s List” has been on Spielberg’s mind for a decade now. Universal bought the property shortly after Keneally’s book was published, after a brief spell when it seemed MGM might make it into a movie. Keneally himself turned in a screenplay from his book long enough for a six-part TV miniseries; then Oscar winner Kurt Luedtke (“Out of Africa”) struggled in vain to adapt it.

“I had so much respect for Kurt that when he couldn’t find a way to do it, I lost interest myself for a while,” Spielberg acknowledges. “But then around 1989 we turned up the heat again.” Steven Zaillian, who wrote “Awakenings,” was commissioned to write his version of “Schindler’s List.”

“Steve had a very strong point of view,” Spielberg recalls. “He approached it as the Rosebud theory--the mystery as to why Schindler did what he did. Why would a German Catholic industrialist, a member of the National Socialist party, a womanizer, a bon vivant and cynic, sacrifice everything he was and all the money he ever made to save Jews? That became the story.”

One theory of Keneally’s upon which Spielberg and Zaillian place great dramatic emphasis involved an incident t when Schindler watched hundreds of Jews being ejected from their ghetto apartments by SS men, then shot on the sidewalk.

Schindler noted that the murders were witnessed by a little Jewish girl of 3 or 4 dressed in a scarlet coat. He concluded that if she was allowed to witness the murders, it followed that the Nazis also intended to eventually to exterminate the witnesses of their deeds--and that he must act to save as many Jews as he could.

It was decided that Krakow, where Schindler’s real-life story was acted out, was the only place to make the film. The company used Schindler’s actual house, which is still inhabited, and his factory, which is still in production. The site of the film’s labor camp was only a few hundred yards from the real Nazi one, now flattened and regarded as hallowed ground. Scenes were also shot just outside the entrance to the infamous Birkenau death camp at Auschwitz, 30 miles away, where 3 million prisoners perished at the Nazis’ hands.

Making the film in Krakow was also relatively cheap. “We’re making the film for $23 million all in, and I’m very proud of that,” Spielberg says. “Had I shot the film, say, in England, it would have cost twice as much. It’s my lowest-budget film since ‘The Color Purple’ (1985), which was $15 million.”

So it was that Spielberg and a multinational cast and crew (comprising Poles, Americans, Britishers, Israelis, Croats, Germans and Austrians) arrived in Krakow on March 1 to begin a schedule of six-day working weeks totaling 75 days’ shooting. In commercial terms, this is the riskiest project of Spielberg’s career.

For one thing, it is clear that a film with the Holocaust as its setting is no easy sell--a fact that Spielberg concedes. “I have no fear of driving the exhibitors away when I say there’s not much entertainment about the story,” he says over lunch between shooting scenes.

“A studio person who shall remain anonymous once wondered why instead of making this movie I just didn’t give a large gift to a Holocaust museum to save the distributor millions of dollars. I was a bit stunned by the question and my reply was I’m just happy that I’m in a position in my career where I can shoot the telephone book--and if you consider this the telephone book, I’m very proud to put that on the screen.”

The second risk is that Spielberg is shooting the film in black-and-white, an uncommon practice these days. “The studio wasn’t happy,” Spielberg admits. “They’d like to get their money out of the film, and they hoped if it didn’t do well at the box office, they could recoup with videocassettes. But black-and-white doesn’t sell well on cassette, and you can’t sell a black-and-white movie to the TV networks. So their options for recouping began to dwindle. We had meetings about it, but I pleaded my case and said this movie would be a Band-Aid in color, and more of a tourniquet in black-and-white.”

The production style of “Schindler’s List” is also unusual for Spielberg. Janusz Kaminski, the film’s Polish-born cinematographer, explains: “We’re aiming for it not to look too stylized, (with) a naturalistic look, not using things like bright lights. I’m trying to imagine myself being here 50 years ago with a small camera without lights. We’re favoring long lenses, and doing a lot of hand-held shots. We want people to see this film in 15 years and not have a sense of when it was made.”

Spielberg describes it as “probably my sloppiest film ever.” Parts of it, apparently, will resemble cinema verite : “Certain scenes have more impact if the camera’s not on wheels or steel tracks. It makes it a little messy and adds to the documentary style of part of the movie. Most scenes we’re shooting in two or three takes, and we’re working real fast. I think that gives the movie a spontaneity, an edge, and it also serves the subject.”

Then there’s the absence of a big star to entice potential audiences. “I was concerned,” Spielberg allows, “that a star, especially in a story like this that needs an anonymity as its launching pad, would be detrimental. I wanted this to be an Oskar Schindler movie, not a ‘movie star’ film.”

The director watched several documentaries about Schindler. “I wish I never knew what he looked like, because that kept me from casting this film for a year. I kept going for the weight and face of the man and couldn’t find him anywhere. Liam Neeson has come the closest to actually being this man, not only in spirit but body. He has a commanding presence and a low booming voice, a wonderful cigarettes-and-cognac voice which Schindler had. He and Liam have so much in common, including both of them being dynamite to women.”

Neeson tested for the part last year and heard nothing for six months. Then Spielberg saw him on Broadway in the Eugene O’Neill play “Anna Christie,” and offered Neeson the Schindler role within a week. “When I heard nothing,” Neeson recalls, “I started hearing rumors about Kevin Costner, Mel Gibson. And I thought, why should they go with me? It’s a Spielberg film, they’ll hire some big star. But Steven wanted someone without any of that star baggage.”

“That’s what pushed me over, ‘Anna Christie,’ ” Spielberg remembers. Neeson attaches significance to an incident when Spielberg came backstage after a performance with his wife, Kate Capshaw, and her mother. “It’s an emotional play, ‘Anna Christie,’ and Kate’s mother was a little tearful,” Neeson says. “So I just gave her a big hug. And I gather Kate said to Steven afterward--that’s exactly what Schindler would have done. So who knows?”

“Ben Kingsley’s role is much larger than in the book,” Spielberg explains. “He’s almost Oskar Schindler’s subconscious. I’ve combined several characters from the novel so the audience can have an easier time following the story. Ben can play anything, whatever he wants to be. He’s like Lon Chaney Sr. doing Dr. Jekyll and Mr. Hyde--without much makeup he becomes the character he’s playing.”

So here’s a film with a big-name director but a commercially difficult theme, in black-and-white with a quirky shooting style and no real stars. “Schindler’s List” needed no more strikes against it--but another emerged in the form of unwelcome publicity before a foot of film had been shot.

In January the World Jewish Congress protested Spielberg’s plans to shoot scenes at the Auschwitz-Birkenau death camp. According to news reports, it feared the film unit planned to build a fake crematorium on the site.

“They were acting on rumors,” Spielberg says with a sigh. “Suddenly we were accused of rebuilding crematorium No. 5 on the site of Birkenau. But there’s no such scene in the movie. We were never anywhere near the crematoria. The only sequence at Birkenau takes place on the (train station) platforms. It was a tempest in a teapot, basically. When I finally cut through all the smoke, they were concerned the extras would urinate in the barracks and the dogs would defecate on the platforms, thereby desecrating the platforms.

“Perhaps it was because of the high visibility of my name, but they permitted nine other film companies to shoot there. I know (the TV miniseries) ‘War and Remembrance’ and a number of Polish and German shot there. Yet the minute we said we wanted to shoot there, and do something far less than (“War and Remembrance” director) Dan Curtis wanted to do . . . the minute they heard my name, even though I’m Jewish, it was not an American Express card, as far as they were concerned, to get in there. They made a lot of noise and a lot of headlines.”

Spielberg says now he was “irritated” that people would gain a wrong impression about the story, “and think we were trying to exploit the death camp angle. This is not the case.” He resolved the dispute by agreeing not to shoot on the grounds of Birkenau, but on the other side of the large brick gatehouse, an infamous symbol of the camp, which looks no different from the hallowed side.

After all this, the actual shooting of “Schindler’s List” might have seemed relatively easy, but even this has been clouded by a factor that has alarmed and surprised the cast and crew--overt anti-Semitic hostility of some Poles in Krakow toward the film unit.

Kaminski, who has lived in America since 1980, says flatly he now dislikes his native land, which he thinks “has an inferiority complex.” “The fact is, some Poles were traitors and sent Jews to their deaths,” he adds. “And Poland is still an anti-Semitic place.”

Ralph Fiennes recalls a day when he was on the set, dressed in Amon Goeth’s SS uniform: “A woman came up to me and said in Polish that the Germans were wonderful people, and that they didn’t kill anyone who didn’t deserve it.”

The crew was also shaken by an incident when a Polish woman started to walk across the set during shooting, and was gently stopped by crew members. “Who cares about the (expletive) Jews?” she shouted.

Worst of all, an elderly Polish man approached one of the cast’s Israeli actors in his hotel bar, and asked if he was Jewish. When he was told yes, the old man insultingly drew his finger across his throat, then pulled his fist up behind his neck to indicate a noose. Ben Kingsley, who was chatting with British tourists nearby, saw the incident, leaped at the man, and a scuffle ensued. “We’ve seen anti-Semitism at first hand, and it fills me with despair,” Kingsley said afterward.

Unfortunately these three incidents cannot be seen in isolation. Franciszek Palowski, an affable and knowledgeable Polish broadcaster who is a consultant on “Schindler’s List,” notes that Keneally’s novel has not yet been published in Poland, and says the country’s official Communist party line in the postwar period was that the struggle had been against the forces of fascism rather than anti-Semitism.

“The book destroys the cliche that existed in Poland that there were no good Germans,” Palowski says. “There’s also a jealousy here, I think. Poles take the view that no one ever wrote a book about Poles who saved Jews.”

All this gives a distinctly somber perspective to the guided tour of Krakow that Palowski offers. One sees a plaque on the wall of a pharmacy that records that 2,000 Jews were shot on the spot in a square over a two-day period. Then, near a quarry, there’s the reconstruction of the infamous Plaskow labor camp, with 34 huge barracks, seven watchtowers and a replica of Amon Goeth’s villa on a bluff above.

A quarter of a mile away, Palowski points out the real Plaskow camp, where between 40,000 and 80,000 Jews died. It was built near the site of a Jewish cemetery leveled by the Nazis who used its gravestones to pave a road. Only one stone remains in this chilling place, leaning at a crazy angle: a memorial to a Krakow Jew named Chaim Jakob Abrahamer, who mercifully died in 1932, before the Nazi horror began. Amon Goeth’s villa still stands; from the back, he could indeed see the whole camp below him, and pick his prisoners off at random. (The replica was built for the movie so it overlooks the reconstructed labor camp, as Goeth’s villa perched above the actual camp.)

In the huge square where Jews line up for a blauschein , production designer Alan Starsky has turned the clock back 50 years, hiding TV aerials and modern street lamps, while converting storefronts to their wartime look. For this scene they bear the name of Jewish owners: Adolf Blumenfeld, Natan Gotlieb, Chaim Roth, Leon Salz. Each store has a yellow poster with a Star of David, proclaiming Judisches Geschaft: sklep zydowski . It means “Jewish shop” in German and Polish.

If the extras playing the waiting Jews look more authentic than normal in period films, it may because most of their costumes are originals dating from the 1940s. Costume designer Ann Sheppard said: “We advertised that we would buy old period clothing, and a lot of people came out to offer us what they had.

“It was sad. Old men in old coats took them off on a cold January day and gave them to us because they needed the money. One woman brought two pairs of gloves, still wrapped in tissue paper, and told us they were part of her wedding outfit. She was selling them because she had no money. We gave her the equivalent of $20 for a lifetime’s memories, and she walked away. I was almost in tears. I ran down the street after her, gave her the gloves back and said keep the money.”

Just off the square can be seen artful reproductions of the old ghetto wall, temporarily rebuilt for the duration of shooting. Then a glimpse of real life--in a tiny synagogue, about 100 Jews, mostly elderly men, are celebrating Passover. In a city of some 700,000, this is the size to which the observant Jewish population has been reduced.

If Poldek Pfefferberg wants to tell you his story, then his story gets told. He is a persistent man, and with good reason--as one of the 1,100 Jews on Oskar Schindler’s list who survived the war, he vowed to Schindler (who died in Frankfurt, Germany, in 1974 at the age of 66) that he would see his memory honored in some permanent way. “I have been trying to get people to write Schindler’s story since 1950,” he says.

Pfefferberg and his wife, Mila, moved to the United States in 1947; he opened a thriving wholesale leather goods business on Beverly Drive in Beverly Hills, where he was better known as Leopold Page. Now 80, he has been invited by Spielberg to visit the Krakow set along with his wife.

It was Pfefferberg who persuaded Thomas Keneally to write “Schindler’s List.” The author walked into the cool of Poldek’s store one Saturday afternoon in October, 1980; outside it was 100 degrees. Keneally bought a briefcase and said he was a novelist; he had been signing copies of his book “Confederates” in Brentano’s bookstore nearby.

“It took a long time for the American Express authorization to clear,” Pfefferberg remembers. “While we were waiting, I told him Schindler’s story. Keneally said he was the wrong person to write it--he was only 3 when World War II broke out, as a Catholic he knew little about the Holocaust, and he didn’t know much about Jewish suffering. I got angry and said those were three reasons he should write the book.”

His persuasive powers worked. Keneally agreed to postpone a flight home to his native Australia that evening, and instead spent the night at Pfefferberg’s house, poring over documents and pictures of Schindler. Within three weeks he decided to write the story.

Walking on to the set was an emotional moment for Poldek and Mila. “When I saw 400 people in the square, I closed my eyes and thought I was back in the ghetto,” Pfefferberg says. “I’m a strong personality, but when the actor playing Amon Goeth came up to me, I got goose pimples.”

Mila had the same problem. “Steven said, ‘Mila, this is Amon Goeth.’ And everything inside me froze. I thought, ‘Should I shake hands with him or not?’ Then (Fiennes) smiled, and turned out to be charming.”

Mila recalls in 1944 when she and a group of women were marched out of Auschwitz after three weeks, sick and suffering from dysentery to another camp. “One woman said, ‘They’re going to gas us now.’ But Schindler was there, standing among a group of SS guards. He took us away and said, ‘Don’t worry, now you’ll survive.’ It was a remarkable promise to make. And he kept it.”

And does Liam Neeson measure up to Schindler? “He’s a little thinner,” says Poldek Pfefferberg, “but he looks the part.”

Indeed he does. The very next day, standing near a period car with wide running boards, Neeson looks dapper in a beautifully cut suit--and a wide-brimmed fedora. “No Indiana Jones jokes now, OK?” he says, wagging his finger as he is introduced.

Later in his trailer Neeson admits never having heard of Oskar Schindler until Spielberg asked him to test for the part. At that point he read Keneally’s book and watched TV documentaries on Schindler.

“He was a simple man in some ways. There’s periods in everyone’s life when they shine, when they tap into the cosmos in some way. For him, there was this great pulse of life during the war. I don’t think he was a saint. There was no halo around his head--yet he did this remarkable thing, made this wonderful gesture for humanity.”

Ben Kingsley believes it is important that films dealing with the Holocaust must continue to be made. Acting has already brought Kingsley into contact with the subject--he portrayed the famed Nazi-hunter in the 1989 HBO film “Murderers Among Us: The Simon Wiesenthal Story.”

“I’ve had the advantage of spending time with Simon,” Kingsley explains. “And he’s insistent that the story of the Holocaust is told as often, as fully and as broadly as possible. There’s a sign at the entrance to Auschwitz that says unless we learn the lessons of history it will repeat itself. And now look at Bosnia. Lo and behold, it is repeating itself.”

Ralph Fiennes agrees. “You’ve heard people say, oh God, not another Holocaust film,” he says. “But I think you can’t make enough of them--especially if they’re of this quality. We should never get complacent. This is what (writer) Primo Levi was terrified of--you must always be opening up the wound.”

Fiennes has an intriguing angle on portraying such an unreservedly evil character as Goeth. “When you play someone, you want to get their perspective on what they’re doing. They feel what they’re doing is OK, and that’s the imaginative leap you have to make. And if you make that leap you can imagine what fun it must be (to be like Goeth)--what a kick. Shooting people was like shooting rats to him. All those Nazi uniforms were designed so much for effect, you only have to put them on and you create an image of power.

“So I’m trying to make him as normal and unmonstrous as possible. My feeling is Amon Goeth is typical of quite a few people who had this latent ability to be brutal released in them by what the Nazi regime and the SS offered.”

Fiennes and Kingsley are aware--and indeed seem proud--that they are making a film about the Holocaust. So is Branko Lustig, 60, who survived four labor camps as a child in World War II, moved from Zagreb to Los Angeles six years ago, and is a producer on “Schindler’s List.” When asked why he wanted the job, Lustig rolled up his sleeve and showed a tattoed number of his forearm.

“I already worked on ‘Sophie’s Choice’ and ‘War and Remembrance,’ ” Lustig says. “Maybe the reason I survived the camps was to help make movies about them, to show people what happened.”

Spielberg prefers to regard “Schindler’s List” as a movie not about the Holocaust but about one man who saved lives. This has become the party line among many cast and crew members. Like parrots, they repeat the line: “Steven isn’t making a film about the Holocaust, it’s about a man who made a difference.” The theory seems to be that if you repeat something often enough it becomes true. There may be commercial and marketing reasons for playing down the film’s Holocaust content--but the fact remains that without the Holocaust as a backdrop, Schindler’s heroic deeds would be diminished.

Yet this is a deeply personal film for Spielberg. He claims to have seen every major documentary and film made about the Holocaust, and lauds Claude Lanzmann’s 500-minute epic “Shoah” (1985) as “a brilliant movie, magnificent in its cold distance from the subject. I’ve seen it three or four times.”

Spielberg’s parents and grandparents on both sides were from Odessa, Russia, and a part of Austria that then encompassed Poland. Despite his Jewish roots, Spielberg, who was born in 1947, says he did not hear the word Holocaust until the 1970s. “But at home,” he recalls, “my parents always referred to ‘the murdering Nazis.’ The words ‘murdering’ and ‘Nazi’ were synonymous from my earliest recollections.”

At one point, he was ready to make “Schindler’s List” directly after “E.T.,” but, he says: “I don’t think I was ready in my own life then. I needed to have a family, take my eye out of a viewfinder for a couple of years.”

He also thinks 1993 is a more favorable year than for “Schindler’s List” to be released. “I think ‘E.T.’ was a success not just because it was a good film, but because the world was ready for a peace-loving film of that ilk. Reagan hadn’t begun to ruin the country yet, the stock market was doing well, the economy was in good shape. There was hope out there, and ‘E.T.’ enjoyed all the economic benefits of a healthy country.

“It would have been the wrong time to release ‘Schindler’s List,’ but who knew then? Now it seems to me the story is more relevant. The world is more contradictory, complex, a darker place, and this is a complex story.”

It’s a tough one to shoot, too, and Spielberg is adding new scenes and asking his actors to improvise existing ones. One short scene outside the ghetto apartments features a small Jewish boy throwing Nazi soldiers off the scent of a girl and her mother, who he then leads to a safe place; after one take, Spielberg turns around and tells a reporter: “This is an optional scene, a bit of humanity in the middle of so much inhumanity. We may need it, we may not. We don’t know.”

His reactions to watching each day’s footage suggest that “Schindler’s List” will not be a typical Steven Spielberg film: “I look at them and it doesn’t compute in my mind that it’s something I’m making. I look at the dailies with great objectivity, which I don’t usually have. Because of the subject matter and how it looks in black-and-white, I sit back and watch and don’t really recall having shot any of those scenes.”

Even if the film is only a moderate success, Spielberg muses, “if only a few people see it, it could be effective.” Branko Lustig agrees: “It is vitally important that films like this should continue to be made.”

And the indomitable Poldek Pfefferberg, who spent 45 years of his life persuading people to make his friend Oskar Schindler’s story into a book, then a film, is the most defiant of all. “I don’t give a hoot whether this helps Schindler’s reputation in Poland,” he says. “I don’t give a hoot what the world says about the film.

“The important people are those people he saved, their children and grandchildren. They love Schindler. Because of him they are alive. In the hearts of those survivors he’s a saint.”

Try telling Poldek Pfefferberg “Schindler’s List” isn’t a Holocaust movie.