It’s Taken More Than One Leap of Faith

The meeting, as Jeffrey Katzenberg described it to the four DreamWorks SKG executives who gathered in his Glendale office last month, was “11th hour, 59th minute.” Eight weeks before the December opening of “The Prince of Egypt,” the animated biblical epic that has been Katzenberg’s obsession for the past four years, two trailers advertising the film were about to air. One wasn’t working.

“The original trailer has a rhythm going through it. This one doesn’t have the same grandeur,” Katzenberg said, his voice urgent, his gaze fixed on a monitor as the offending promo played. Around him, sunk deep in overstuffed armchairs, sat marketing chief Terry Press, co-heads of production Walter Parkes and Laurie MacDonald, and creative exec Peter Adee. Katzenberg stood fidgeting against the wall, too wired to sit.

As the VCR whirred, everyone agreed where the problem lay. The promo slowed down in the middle, when Moses--the film’s central character--and his brother-turned-nemesis Rameses traded heated words. Katzenberg acted swiftly. “Take out Moses’ response,” he said as the reel ended with a burst of song from Whitney Houston and Mariah Carey.

Then, as Carey and Houston wailed, Katzenberg did something strange: He shivered. “I have an involuntary response whenever they sing that note,” he told the room, his words suddenly warm. For a moment, the 47-year-old executive looked calm, as if the biggest gamble of his life might pay off after all.

These are nervy times for Katzenberg. Four years after he founded DreamWorks with Steven Spielberg and David Geffen, the studio’s first home-grown animated film--”The Prince of Egypt”--will be released Dec. 18. (The computer-animated “Antz,” released by DreamWorks in October, was produced by a sister company, PDI.) This movie is the story of Exodus. It is serious (not funny), aimed at adults (not kids) and, dauntingly, religious.

It’s never wise to bet against Katzenberg, but the talk in Hollywood these days goes like this: He’s either a genius, or he’s nuts.

*

Katzenberg, who spent 10 years at Disney shepherding huge hits like “Beauty and the Beast,” “Aladdin” and “The Lion King,” has set out to redefine what animation can do, using advanced technology to tell the kinds of adventure dramas and romances that usually are reserved for live-action films. But instead of nipping and tucking at the time-tested formula invented by Walt Disney himself, DreamWorks has used “The Prince of Egypt” to turn animation on its head.

There is an earnestness about the film and its makers that is at once charming and odd, given the genre’s usual playfulness. “POE,” as the movie is known at DreamWorks, has no fast-food tie-ins or movie-related toys. Instead, the Wal-Mart chain--unabashed promoter of family values--has signed up to hype the film in its stores. Hundreds of religious leaders and scholars were consulted during the production. And this may be the first animated movie ever to begin with a disclaimer.

“While artistic and historical license has been taken,” the card reads in part, “we believe that this film is true to the essence, values and integrity of a story that is a cornerstone of faith for millions of people worldwide.”

Sound a tad heavy? If you had as much at stake as DreamWorks--and particularly Katzenberg--you’d be solemn too. The driven executive, who has yet to collect on his $250-million breach-of-contract suit against Disney, has made no secret of his desire to best his former employer. Though he can speak graciously about Disney as the place where “I met animation and fell in love with her,” it seems important to Katzenberg to be seen as having graduated to a higher level of the craft. Comparing Disney films with “The Prince of Egypt,” he says, is like comparing “apples and submarines.”

“There’s a 70-year tradition that we’ve all grown up on called fairy tales for toddlers told in cartooning. What’s 180 degrees to the other side of that? I believe that’s what we’ve made,” said Katzenberg, who is so proud of the project that he took an executive producer credit for the first time in his career--an unusual move for someone at his level. “This isn’t live action and it’s not a cartoon. It’s something new. Therein lies both its greatest potential and its greatest hurdle.”

For DreamWorks Animation, an entire creative philosophy is riding on the back of “The Prince of Egypt,” which the studio says cost about $70 million (competitors put the figure closer to $100 million). DreamWorks already has several more films in the pipeline, which, while more conventional, still break many of the rules of traditional animated fare.

Katzenberg says he will happily be “on the table dancing” if “POE” merely makes back its production costs, becoming the second-largest-grossing non-Disney animated film after “Antz.” But clearly, the better it does, the rosier the future for DreamWorks’ upcoming projects and the sweeter Katzenberg’s personal vindication.

“This is a leap off a cliff. We’ve all held hands and jumped. I only hope there’s water down there, because our movies for the next four years are set,” Katzenberg said, looking out a conference room window at DreamWorks’ Glendale Animation Campus--a serene place of gurgling fountains and man-made brooks that he describes as his professional “oasis.”

He paused. “I’m scared to death,” he said.

*

The genesis of “The Prince of Egypt” has been repeated so many times during DreamWorks’ short history that it has become almost mythic.

As the story goes, when Katzenberg first met with Spielberg and Geffen to discuss forming a partnership, he laid out his hopes for expanding the range of animated films. Animation was about exaggeration, he said, so why did it never seem to tackle bigger-than-life stories? Then he ticked off the kinds of stories he meant, films like “Indiana Jones and the Temple of Doom,” “Terminator” and “Lawrence of Arabia.”

“Steven threw up his hands and said, ‘Why don’t you do “The Ten Commandments”?’ ” Katzenberg recalls. “Steven had the idea, and David was the one who said, ‘If you do it, you can’t tell a fairy tale. You’re going to have to go about telling this with a sense of respect and integrity that nobody’s done in modern times.’ That was instinctual brilliance.”

Katzenberg has a reputation for brilliance himself, earned largely when he was chairman of Walt Disney Studios. He was 34 when he landed that job in 1984, following Michael Eisner from Paramount Pictures, and within a few years he helped breathe new life into Disney animation, producing a string of mega-hits that earned billions of dollars at the box office, on video and through merchandising.

While at Disney, Katzenberg also was criticized for taking too much credit for the work of others. He seems conscious of that today, going out of his way to praise his colleagues’ contributions to “POE” more than his own. At Disney, he was known for working through the Jewish holidays; during the making of “POE”--and, not incidentally, his partnership with the more religious Spielberg--Katzenberg has begun attending temple. At times, it seems he is not only trying to reinvent animation, but himself as well.

“Everybody these days thinks that you’re either a blockbuster or a loser. There’s nothing in between,” he complained, chafing at a culture he had a hand in creating. “In 1984, myself and a number of people arrived at the Walt Disney Co., which had a 60-year heritage and tradition of making these stories, hundreds of employees--many of whom were among the greatest in the world at making animated movies--a facility, tools, infrastructure. And four years later, we produced ‘Oliver & Company.’ ”

For a moment he was quiet, letting his words sink in. Largely forgotten now, having been eclipsed the next year by the runaway hit “The Little Mermaid,” “Oliver & Company” then was the most successful animated movie ever. On its first release, according to Exhibitor Relations Co., it did about $53 million at the box office.

“In 1994,” Katzenberg continued, “DreamWorks started with nothing. Not a pencil or a piece of paper. Nothing. And I can tell you, I said to Steven and David, ‘I think this is going to take a very long time to do this. I don’t think anybody should have wild expectations that we’re going to go out and make ‘Aladdin’ or ‘Lion King’ right away, because it’s not going to happen.’ ”

*

Other studios have attempted to break Disney’s animation stronghold, with mixed results.

Warner Bros.’ “Quest for Camelot,” which opened earlier this year, grossed a pitiable $22 million domestically (though the studio’s 1996 live-action/animation hybrid, “Space Jam,” took in $90 million). Last year, 20th Century Fox’s “Anastasia” grossed about $57 million--respectable for the studio’s first home-grown animated film, especially considering that a week before it opened, Disney reissued “The Little Mermaid” as a preemptive strike.

Other than DreamWorks’ own “Antz,” which has grossed more than $80 million to date, the record holder for non-Disney animated fare is Paramount’s 1996 comedy “Beavis and Butt-head Do America.” But it didn’t come close to breaking the $100-million mark, taking in just under $63 million domestically.

Disney has felt the burden of its own success. After “The Lion King” (1994) grossed $313 million domestically, later projects such as “The Hunchback of Notre Dame” (1996) and “Hercules” (1997) were perceived as disappointments for only grossing $100 million apiece.

If the pundits are right, and the fall-off in attendance resulted from the genre being too formulaic, that bodes well for the convention-breaking “POE.” But if people want something hipper and edgier, that will spell trouble--a concern that was in the minds of many at DreamWorks from the beginning.

At first, not everyone embraced the project as enthusiastically as the three DreamWorks partners. As the studio got up and running, even those people who later would be central to the film’s production were skeptical.

“It was a risk. I mean, who really wants to see an animated Bible musical?” Brenda Chapman, one of the film’s three directors, remembers asking herself.

“All of us had that reaction,” agreed director Simon Wells, who wondered: “Uh, am I really going to work on this for four years?”

But Steve Hickner, the third of the directing threesome, said the chance to try something new was irresistible. Together, the trio--whose affinity is evident in the way they jump into each other’s sentences--would spur the animators and the cast to try things never done before.

Given the 3,000-year-old text upon which the movie is based, being bold would prove especially complicated. Animation is a time-consuming and collaborative craft, so it was not unusual that more than 425 artists, animators and technicians worked on the project. What was unheard of, however, was that an even greater number of religious scholars, clergy, educators, archeologists and Egyptologists were consulted on everything from story development to costumes.

“What we all realized was that we had a greater responsibility to understand the story than we had initially thought,” said Penney Finkelman Cox, who produced the film with Sandra Rabins. “Most filmmakers get to make stories and take possession of them. This story belonged to many people, and we had to have the proper respect.”

Finkelman Cox and Rabins share a single office at DreamWorks--by choice--because they work best side by side. Katzenberg says if “The Prince of Egypt” has a mother and father, the producers are them (by contrast, he calls himself “the rambunctious teenager who they do their best to keep hemmed in”). It fell largely to this duo to balance two competing desires: keeping the movie true to the philosophical underpinnings of the Exodus story and making an exciting piece of entertainment.

The scholars and consultants helped with the first goal. For example, in the Bible, Moses leaves Egypt after he kills an Egyptian who is beating a nameless slave. The filmmakers planned to heighten the impact of the scene by making the slave be Moses’ sister. The experts objected, saying that the whole point of the scene was that Moses was moved by the suffering of a stranger.

“We had gone to the obvious thing,” said Wells. “The experts made us take on something tougher.”

Still, in the interest of drama, some things had to change, the producers and directors say. First, the story had to be simpler. The creative team opted to center the movie on Moses and Rameses--they grew up as brothers but discover as teenagers that Moses was found as an infant and adopted--providing an intimate story around which larger themes could unfold. Theologians will also notice other, subtler changes.

In the Bible, for example, Moses is a reluctant leader who often allows his blood brother Aaron to speak for him. The Moses of “POE” is more active and speaks for himself. In the Bible, God appears to Moses in the form of a burning bush and forecasts exactly how the Egyptians will suffer if the Hebrews are not freed.

“Jeffrey always says, ‘God was very thoughtless when it comes to filmmakers because he told the ending,’ ” said Rabins. So in “POE,” God is vague.

But the most important adjustment made by members of the creative team was not in the story itself, they say, but in their own attitudes. Raised in the Disney tradition (all of the film’s producers and directors have worked for Disney at some point in their careers), they initially gravitated toward certain essential Disney ingredients--only to realize that with this story, they needed to live without them.

“At first, we pursued humor,” said Wells, the co-director. “We thought, ‘This is a heavy story. We need to leaven it with some lighter stuff.’ ”

“We had a camel, some cute sheep, cats and dogs and a funny sidekick character named Samut,” said Chapman, grinning at the memory.

“Sure, in retrospect it’s lame,” said Hickner. “But it was what we knew.”

Samut, who was supposed to be Moses’ valet and confidant, was loosely modeled on that famous butler of “Batman” fame, Alfred. Though found nowhere in the actual Bible story, Samut initially had a prominent role in the film as a wry counterpoint to the stoic Moses. But after the first rough story reel was completed, Samut’s days would be numbered.

The directors watched the reel first. “Jeffrey met us in the hallway afterwards and said, ‘Guys, we’re going to need to put more jokes in, right?’ ” recalled Wells. “We said, ‘Uh, actually we think all the jokes really need to come out.’ ”

Everyone who saw the reel agreed.

“It was crystal-clear,” said Katzenberg. “Every time the sheep or the camel or Samut came on the screen, you cringed.”

The decision was made: Lose the laughs, go for the drama. The valet character was virtually excised (he now appears only briefly and is called, “You there!”). Hickner coined the phrase everyone still uses to mark the turning point: “Samut went kaput!”

*

Throughout the production, Katzenberg remained so involved that he became known as the movie’s personal trainer. It was he who cautioned the creative team not to confuse themselves by watching Charlton Heston’s live-action version of “The Ten Commandments.” The executive, who is left-handed, could get so excited in story meetings that everyone learned not to sit to his left.

“It was dangerous,” said Finkelman Cox. “He’d grab you.”

Still, when it came to making the movie’s major decisions, everyone agrees, the process was collaborative.

Casting was key. Ralph Fiennes, who plays Rameses, was one of the first actors signed, and the richness of his voice--his ability to sound vulnerable even when his words are angry--led the filmmakers to search for similar complexity in the other characters. The cast includes Val Kilmer as Moses; Sandra Bullock as his sister Miriam; and Michelle Pfeiffer as his wife, Tzipporah. Danny Glover, Jeff Goldblum, Steve Martin and Martin Short are also featured.

A lot of time and money were spent trying to make the miracles seem truly miraculous. DreamWorks paid several development artists to spend months simply meditating on what the parting of the Red Sea would look like, telling them, “Just go wild.” Their drawings, including fantastic scenes of a frozen sea and an underwater tunnel, provided many of the images around which to build the scene--which was designed in part by Henry LaBounta, the digital tornado designer on the movie “Twister.”

Music, always vital in animated films, was even more so in “POE.” Without snappy dialogue and wisecracks as a backdrop, Academy Award-winning composer Hans Zimmer (“The Lion King”) was called upon not only to heighten the film’s drama, but also at times to create it. The directors credit him, for example, with making the movie’s depiction of God make sense.

As in opera, the movie’s six original songs, written by Stephen Schwartz, were essential to telling the story. Schwartz, who shared two Oscars for his work on “Pocahontas,” was called upon to compress time, fitting more than 50 years of history into 90 minutes of film. One song distills a decade of Moses’ life into a few minutes. In another song, Schwartz--who was one of 12 people DreamWorks flew to Egypt to research the film--swiftly dispenses with eight of the 10 plagues.

The biggest puzzle--the one that took a good two years to solve--centered on the representation of God. Like many of the film’s production issues, this one had huge philosophical implications.

Early on, everyone agreed that He would not actually be shown on screen. But there were grand ambitions for God’s vocals. The creative team wanted to avoid the cliche of the booming baritone speaking from on high. But still, they hoped to use the voice to help communicate the overwhelming awe a man would feel coming face to face with the highest power.

“There was a beautiful idea very early on about having multiple voices--all the voices Moses knows from his life--woven together,” Wells said. “Then a couple of our consultants said we’d created a pantheon of Gods, when the central tenet of the movie is there’s only one.”

That was the end of that. Next, the team tried to use electronic editing to morph the voice into a unique, otherworldly presence.

“It turns out to be really easy to produce the voice of the devil,” Wells said.

“Or Hal from ‘2001,’ ” said Chapman.

“The bride of Chucky is a cakewalk,” said Hickner. But using technology to create an evocative voice that was not distracting to viewers seemed next to impossible. That idea, too, was shelved.

The team delved more deeply into the theory of God’s voice, which they agreed needed to be familiar, capable of stirring Moses’ emotions. And then they hit on it: Moses would hear God speak in Moses’ own voice. Kilmer would talk to Kilmer.

“Everybody has a different concept of what God is,” said Rabins. The choice of Kilmer, she said, avoided “going one step too far, beyond transcendence and into caricature.”

*

About a year ago, “The Prince of Egypt” was nearly finished. Or so the directors thought.

“We really had the movie in very good shape. We were pretty satisfied with it,” Wells said. “We showed it to a lot of executives and crew and got a lot of notes back, most of them positive. It was Jeffrey who said, ‘Guys, read between the lines here: It’s not emotional enough.’ ”

“And he was right,” Chapman said.

“So we went back in,” said Wells.

A couple of scenes called for tears. The directors had, at first, tried to omit them because animated crying tends to look “cartoon-y.” But when it was agreed that the mother of the infant Moses could never have given him up without weeping, they resolved to invent what Wells calls “the best tears ever”: a combination of four special effects that use lighting, shadow, streaking and hard and soft surfaces to mimic the look of the real thing.

There was also spirited debate about a scene in which Moses is grief-stricken about the methods God has used to punish the Egyptians. Moses slumps against a wall, breaks into sobs, but never utters a word. This would be the ultimate test of the film’s ability to show, via animation alone, how characters felt, and the filmmakers literally threw themselves into crafting the scene: Wells and Katzenberg acted it out, flinging themselves against an office wall.

“We’ve never, ever been able to go with a character to that emotional level. Before, we’ve always had to pull back,” Chapman said, recalling that the creative team agonized over whether the finished scene was too much. At one point, she said, Katzenberg--worried that Moses appeared maudlin--lobbied to take the scene out. But through a process that sounds surprisingly democratic, he was persuaded of its importance.

“Jeffrey will come up with solutions and, just like the rest of us, some of his solutions don’t work,” explained Wells.

“Well,” corrected Chapman, “a lot of his solutions don’t work.”

“But the great thing is, he is part of the team,” Wells continued. “He’ll have an idea and we’ll say . . . “

” . . . ‘That’s stupid, Jeffrey,’ ” said Chapman, laughing.

Katzenberg agreed that despite his position, on this project, his was not necessarily the last word.

“There’s absolutely no question: I was only one of a dozen very strong, very passionate, very argumentative, determined voices in the room--and not always even the loudest voice,” he said. “Maybe before [at Disney], I was the boss who came from time to time to check on the work. I think here I’m one of the workers. I like being one of the workers better.”

Coming from a man who is known to enjoy the spotlight (he once appeared at a press event for “The Lion King” leading a full-grown lion on a chain), the statement sounds unbelievably self-effacing. But today, it is truly how he likes to see himself.

“I feel like I work for Steven and David,” he said of his partners. “They laugh when I say that, but I really do. They’re smarter; they’re more successful. . . . I have a lot more to prove. That’s why I have to work harder. Did I mention they were richer than me, too?”

During the past several weeks, Katzenberg has done little but work. The movie trailers have been finalized. The promotion to sell advance movie tickets at Wal-Mart has been launched. DreamWorks has secured the newly restored Egyptian Theatre for an exclusive Hollywood engagement--a move that is symbolic both because the movie palace’s hieroglyphic motif is perfect for the film and because the cinema is just down the street from Disney’s classic El Capitan Theatre.

And speaking of symbolism, it’s hard to miss the placement of a certain “Prince of Egypt” billboard in Hollywood: It perches next to the Bug House, the arcade that Disney has just opened to celebrate the opening of “A Bug’s Life,” the Disney-Pixar collaboration.

Lately, Katzenberg has been on the road, traveling to draw attention to the film first in Asia, then around the United States. Because “POE” opens in more than two dozen countries at once, expanding to 40 nations on Christmas Day, Katzenberg will spend the coming weeks in Latin America and Europe.

Before he left for Asia, he had a final lunch in the DreamWorks commissary with his producers, Rabins and Finkelman Cox.

“I said, ‘OK, guys, I just want to hold hands here and make a wish,’ ” Katzenberg said, recalling how “we each said our own wish, the three of us, holding hands.”

“This is a leap off a cliff,” he said. “In failure, I guess we’ll look back and say, ‘Maybe we should have been a little safer and a little less ambitious.’ On the other hand, if this works, it really will be the defining moment for DreamWorks Animation. We will all always be able to look back on that moment when we leapt and landed in the water.”