MOVIES : No Strings Attached : Oscar winner Martin Landau plays Geppetto to a Henson-created Pinocchio. Guess which one gives the wooden performance?

"Watch the nose, watch the nose!"

Delicately balanced by three personal assistants, the star of director Steve Barron's new fantasy film enters Stage 2 at Barrandov Studio. Or, at least, the star's head does. At the end of an eight-foot-long, wood-grained, carbon-fiber nose is a latex head the size of a slo-pitch softball, with two blue eyes as big as silver-dollar pancakes.

It's Pinocchio as an animatronic puppet--his head filled with tiny electric motors that give him an uncanny ability to mimic human expressions.

For the past two months, Barron and a pan-European crew have been creating "Carlo Collodi's Pinocchio," a $30-million film planned for release next year on Memorial Day Weekend from Savoy Pictures. The film takes a fresh look at the original tale by 19th-Century Italian author Carlo Collodi, but most of the story will be familiar to anyone who remembers Disney's bright-eyed, green-hatted cartoon character from the 1940 classic animated version.

But it's the puppet at the end of that long nose that has made this film possible. Designed by Jim Henson's Creature Shop, the mechanical monster-makers who got their start on Sesame Street with Kermit and Oscar, it stars alongside Martin Landau as the woodcarver Geppetto, Pinocchio's reluctant father.

A hundred miles south of Prague, when he finally pauses on set in the immaculately preserved historic town of Cesky Krumlov, Barron explains why he thinks this version of Pinocchio will surpass anything cartoon characters could do.

"I've always felt it was a complete natural to make Pinocchio as a movie--a wooden boy becoming a real boy. But in the cartoon there was no wooden boy and no real boy. Here you make it strong because the animatronic puppet lets you do both of those characters just right--a real boy and a wooden boy," he says. "You can wow people with computer graphics, but to make the audience really care about something you have to act with it. I want Geppetto to fiddle with the puppet and squeeze it and hold it. He has to be there to hold and touch. Computer-generated images just don't have the same emotional range."

Getting that emotional range out of Pinocchio is the job of Mak Wilson, the London-based Creature Shop's chief puppeteer. Standing at a wheeled table jammed with computer gear, monitors and electric cables, Wilson slips on the hand controls that run the 20 tiny motors that animate Pinocchio's face and let the puppet actually lip-sync the dialogue.

Seamlessly, Wilson becomes Pinocchio. The mouth movement is carefully programmed into the computer-run puppet beforehand, but Wilson manipulates the hands, the face and massive blue eyes with such dexterous empathy one almost forgets that this is just a latex doll. A grandmotherly Czech extra passing by pinches the doll's rubber cheek. "What a cutie," she says. The puppet flinches, almost blushing.

For Landau, still luxuriating in this year's best supporting actor Academy Award for the dying, morphine-addicted Bela Lugosi in "Ed Wood," getting that emotional range out of Pinocchio is not half the challenge he thought it would be. "You see the grains of wood, but Mak gives the puppet real personality. After a while you forget you're talking to a dummy."

"Who you calling a dummy?" snaps Pinocchio. "I'm a puppet, and I want to be a real boy."

"It's difficult," concedes Landau, "after all I'm acting with a puppet, but if I believe it the audience will believe it too."

Relaxing in a tree-shaded park between scenes, Landau cracks Yiddish jokes, does a Cagney impersonation and launches into a vaudeville patter on the subject: "When I was a kid in summer stock, I worked with some really wooden actors."

How does he play the woodcarver Geppetto? "Take a block of wood and chip away everything that doesn't look like Geppetto."

What about the accent, after playing Lugosi? "Just a tiny trace of accent, I mean a leetle beet, you know whatta I mean?"

And measuring up to the Disney Geppetto? Slipping into a Yiddish accent, Landau continues: "I'm not even thinking about him. He got one part and then whatever happened to him? I did 75 films, 500 TV shows. And that goldfish, Clio was I think her name? Never did another movie, a talented goldfish like that."

For Landau, the film brings back childhood memories: "Of course, I remember the Disney Pinocchio," says Landau, 62. "I was a little kid then. . . . It was very instructive. Little boys who don't behave wind up in lots of trouble."

Landau insists he is not being upstaged by Pinocchio, even though the puppet has 20 handlers to Landau's lone personal assistant--and has a larger contract too. Henson's Creature shop is reportedly getting some $2.5 million for the puppet.

"The puppet gets more than Martin, but he doesn't get any percentage points," says Rob Fried, Savoy's president.

Shooting with a set full of kids has also been a challenge for Barron, a soft-spoken, almost shy man in his late 30s.

Barron was afraid that Jonathan Taylor Thomas, the "Home Improvement" imp, would lose the childish qualities that made him the perfect live Pinocchio and shot the film's ending before the beginning.

"Jonathan Taylor Thomas was right on the line age-wise. I didn't want to wait four months and have him grow up," Barron says.

That was a fortuitous decision. Taylor Thomas does the voice-overs for the puppet, but his only live-action scene comes when the puppet Pinocchio is rescued from the sea and Geppetto's tears falling on his wooden heart bring him to life. Western European beaches are expensive in the summer, so the production trucked off in late July to the Croatian island of Krk, devoid of foreign tourists.

They struck the set in Croatia two days before the Croatian Army launched its massive offensive against secessionist Serbs in the Krajina, intensifying the conflict in the Balkans.

Back in Prague, Pinocchio is being carried onto an elevated set in a chaotic corner of Barrandov's Stage 2, to shoot the scene where he is thrown out of school for lying.

A pack of Dickensian ragamuffins--the schoolboy extras--are wreaking havoc outside the studio doors, chasing one another through the dim, echoing corridors and hurling paper balls, airplanes and apples.

It's the final schoolroom scene, and the middle third of one of Pinocchio's half-dozen bodies is attached to the motorized head with the eight-foot nose. The floor of the set is lifted out, and two puppeteers go down into the hole to hold up the puppet. Jamie Courtier, the puppet's sculptor, helps prop up the nose.

Pinocchio's acting is a complex dance of mechanical puppet parts prodded and pulled by puppeteers in powder-blue suits (the blue drops out during the computerized editing).

A young Czech interpreter effortlessly keeps the Czech kids in line, while the highly paid American and British child actors hassle second unit director John Stevenson.

By the fourth take the kids have learned not to watch the ground-level TV monitor that shows puppeteer Michelan Sisti what he's actually doing as he keeps his head below camera level and walks Pinocchio out of the schoolroom. With the shot completed after several takes, the schoolkid extras wander around the set again, wreaking havoc with the crew's nerves, and playing with spare Pinocchio parts lying on a nearby workbench.

Eleven-year-old Canadian Mike Gonda, one of the classroom extras, didn't know who Pinocchio was until he heard about the casting call. Now he's sure: "He's really cool. He's like a real person, but it feels kind of weird because he's not real."

Stevenson, the creative head of the Creature Shop after founder Jim Henson's death in 1990, has been filming creatures and puppets since 1979. Puppets and creatures, he says, beat computer-generated images hands down.

"It's a bit laborious, but once you're set up, it's quite like being with a real actor. It's quite spontaneous." But don't call Pinocchio a Muppet: "He's not a Muppet. He's run off a quite sophisticated computer system," Stevenson admonishes.

"That's kind of a tender point with us," adds designer Courtier.

As Pinocchio is moved out of the room, guided by four puppeteers and Mak Wilson at the monitor moving his face, his movements look jerky and stylized, before you realize that despite the almost lifelike expressions, it is after all a puppet.

"The thing about Pinocchio is he's not trying to be anything but a puppet," Barron says. Still, it is capable of remarkably human-like expression and sometimes the puppet can come eerily alive. "You find yourself ducking out of his eye-line, just like a live actor," he adds. "The thing has a soul you can look in and be moved by. As soon as Martin [Landau] met Pinocchio, he experienced it. The emotion came bounding up immediately."

That schoolhouse scene goes well, but not everything goes quite so swimmingly. John Sessions as the schoolmaster has a rotten take the day before: "Now you're not lying to me by any slim chance are you," he asks a nervous Pinocchio whose nose has just grown eight feet in a few frames. "Oh . . . I think the frame's gone," says Sessions. But the computerized kid can't be stopped: "Uh uh uh no," Pinocchio tells the space where Sessions was standing moments before. So far, say the producers, problems on the set have been minor. Two months into shooting, the film is less than a day behind schedule, and about 10% over its original $27-million budget.

Pinocchio's crew has seen nothing of the misunderstandings that sent Tom Cruise fulminating after an apparent mix-up while filming "Mission: Impossible" in Prague last spring, and the producers heap praise on the local crew.

The filmmakers chose Prague partly for its low costs--far below Hollywood's--and partly for the untouched locations: baroque Czech towns with their peeling facades are easily transformed into the Italian alpine villages of Carlo Collodi's original. A street in the historic town of Cesky Krumlov took only a few props and no major set building to be transformed into a true 18th-Century street scene.

"You don't get that on a back-lot," Barron says, sweeping his arm toward the Renaissance beauty of Krumlov castle, a few hundred yards away from the set. "I can get up in the morning and walk to work along a bubbling brook filled with fish."

Barron, best known for "Teenage Mutant Ninja Turtles" and "Coneheads," had been shopping around the idea of a puppet Pinocchio for a couple of years, but found no takers. "Pinocchio's one of my three strongest childhood memories," says the soft-spoken Barron. "George Best scoring for England in the 1968 European Cup final, Petula Clark singing 'Downtown,' and Disney's Pinocchio with the boy begging not to be turned into a donkey. My parents used to threaten me that my nose would grow if I lied."

His biggest obstacle was mega-director Francis Ford Coppola, who was shopping around his own plan for a computer graphic Pinocchio. But Coppola shelved his idea when he saw that the cybergeeks weren't yet able to put his vision on film. Meanwhile, Peter Locke at Kushner-Locke had seen a versatile new Henson Muppet that went beyond what Barron had done with live-action puppets in "Ninja Turtles." Little motors moved its cheeks, its eyes, its eyebrows, and the lips mimicked human speech.

The Pinocchio story seemed a perfect match for it, and he approached Barron. Disney turned them down, but they found a savior in Rob Fried, recently arrived to rescue 3-year-old mini-studio Savoy Pictures from a string of disappointments that included "Shadowlands" and "Exit to Eden." Fried grabbed the live-action puppet concept immediately.

"I thought it was one of the best ideas for a movie I'd ever heard. Within a couple of hours of hearing of it I set up a meeting with Kushner-Locke and acquired the screenplay that evening," Fried recalls.

Pinocchio is the largest picture yet for Savoy, whose only screen hit so far has been Robert De Niro's "A Bronx Tale."

Alongside the puppet and Landau, Savoy lined up Genevieve Bujold as Geppetto's long-lost love Leona, and Bebe Neuwirth and Rob Schneider as a pair of conniving villains. To build the European distribution and make its way through the minefield of European film protection rules, Kushner-Locke lined up three producers: Allied Pinocchio in Britain, Davis Films in Paris and Dieter Geisler in Germany.

"Pinocchio" brings together an international cast and a pan- European crew. Director Barron is British. Director of photography Juan Anchia Ruiz is Spanish, the puppet comes from England, the sound engineer is French, the makeup master Italian, the camera crew German, the producers German, French and British, and the financing largely American. In fact Kushner-Locke, a U.S. company, secured the film's European distribution and put up nearly half its budget.

"It's a real United Nations out here," says one British crew member. "But when something goes wrong, you shout at 'em and half the time they don't speak English and they don't take any bloody notice of you."

Remaking Pinocchio meant going back to Collodi's 19th-Century tale, but the original was so dark it took two rewrites to make Barron and the producers happy.

"With a puppet and an actor, we thought this could be much stronger emotionally than the Disney cartoon, but the original book was much darker than even the Disney," Barron says. He's hung from a tree, murdered by assassins--he's a wicked, bad, mean boy. That's too dark for a movie. But you need to have some depth, so you can't throw away all the underlying darkness."

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