Richard Donner crouches on his hands and knees, directing two giggly boys as they play with a dog holding a turtle in its mouth. The filmmaker is ready to capture this childhood magic, but suddenly, the German shepherd starts gnawing on the turtle.

Veteran director Donner flashes a chagrined grin at cinematographer Laszlo Kovacs. On “Radio Flyer,” where actors include turtles, frogs and a buffalo who adores Oreo cookies, controlled chaos reigns. “Sometimes,” says Donner, “the best cinematic moments are improvised.”

“Radio Flyer” is about life in 1969 suburbia, as seen through two boys’ wide eyes. It’s replete with a red Radio Flyer wagon, pink Bazooka bubble gum and peanut butter sandwiches. The close-knit brothers escape from an abusive stepfather into a fantasy life of magic potions and a friendly buffalo.

Two little stars, Elijah Wood and Joseph Mazzello--9 and 7--are carrying this $30-million film. The script was written by unknown 27-year-old David Mickey Evans, who was paid about $1.2 million for both his script and the chance to direct his first feature. But “Radio Flyer” had an abortive takeoff: Two weeks into production last June, producers Michael Douglas and Rick Bieber and the powers at Columbia Pictures abruptly pulled the plug and let about $10 million in pre-production costs--plus the cast (which included Rosanna Arquette), crew and David Mickey Evans--go down the drain.


Rumors started flying about why the production was shut down. Some say Evans’ footage was disappointing and that he was too rigid with the child actors. Others say Evans was “used” by dealmakers so hungry to own the screenplay that they ignored the risk of using a first-time director. Evans employs the time-honored euphemism “creative differences.”

Whatever happened, the stuttering start-up on “Radio Flyer” was also a bumpy start for Columbia Pictures’ new owners in Japan. It was the first film put into production after Sony Corp. startled the film world with its $3.4 billion purchase last year of Columbia Pictures Entertainment Inc.

Few in Hollywood were surprised when, within days, superstar director Donner was being wooed lavishly to rebuild the downed “Flyer.” Donner (“Superman,” both “Lethal Weapons”) says he was offered “above scale"--$5 million, a new high for a director. His wife, Lauren Shuler-Donner, who produced “Mr. Mom,” and “Pretty in Pink,” landed $1 million to produce the film.

“Fate came full circle,” Donner marvels between takes on the set. And it has. Before Evans finished writing “Radio Flyer,” he had pitched it to the Donners’ production company. They were so intrigued, they asked for “first read” when he finished it last November. “We cried and laughed our way though,” recalls Donner, who read it in bed with his wife. “It was an incredibly pure mixture of humor and pathos.”


The Donners, whose company is headquartered at Warner Bros., were pitted against Michael Douglas and Rick Bieber’s Stonebridge Entertainment at Columbia. Twelve days later, Columbia won by offering Evans what he wanted most--a chance to direct. “We were so depressed when we found out we’d lost it to Columbia,” says Donner, “we left for Italy.”

“Radio Flyer” was the first big catch for Peter Guber and Jon Peters, who were brought in by Sony to head up Columbia.

“Shutting production down was a scary proposition,” says Bieber, who with partner Douglas made the decision to stop the cameras. “We couldn’t hold our cast and crew, because we didn’t have any tangible plans to restart the movie. No director was lined up to take control.”

But Donner quickly signed on. “Imagine my reaction when Michael (Douglas) called saying, ‘It’s not working out with ‘Radio Flyer.’ Are you interested in directing?’ ” But Donner adds that he felt “insecure” until both Evans and Jon Peters phoned in their “blessings.”


In October, Donner relaunched the fallen “Flyer” again, but with his own cast and crew. “I wanted to start fresh,” he explains. “If you’re directing a picture, you have to see it through your own eyes.” The Donners also moved the film from Pacoima to a Navy-owned tract housing development in Novato, north of San Francisco. “In Novato, you can’t see the air. It’s the (San Fernando) Valley 20 years ago.”

Outwardly, Evans shows no hard feelings and Columbia’s given him incentive not to: He’s one of the film’s executive producers (along with Douglas and Bieber), has points in its profits and a fat two-year deal with the studio.

Donner’s vision of the film differs from Evans’, and the young screenwriter was asked to restructure the story and lighten some of its painful moments. The script is now dubbed the “The Donner Draft.” Almost daily, Evans sits next to Donner, rewriting some dialogue, advising and learning. Evans, who saw “Superman” 11 times, affectionately calls Donner his “mentor.”

Donner and his wife cast younger stars than those set under Evans. Out of hundreds of hopefuls, they choose Wood (the young Barry Levinson in “Avalon”) and Mazzello (“Presumed Innocent”). By California law, the children only can work five hours a day, which drives up the cost of the film. And since night filming is severely limited, parts of the Novato neighborhood have been replicated on a sound stage back at Columbia.


“Dick’s the best director I’ve ever worked with,” says the precocious Wood, who already has the features “Back to the Future II” and “Internal Affairs” behind him. “He’s always joking, making it fun. Dick’s a kid, only bigger.”

When the 6-foot-1 “kid” hears the music from an ice cream truck, he bolts from the director’s chair, yelling, “Stop!” Donner hands the man $50 and in a booming voice announces: “Free ice cream!” Squealing neighborhood kids crowd around Donner, while he negotiates hiring the truck for a scene.

“Growing up can ruin a good thing,” says Donner, who rides around the set on his bicycle. With nostalgia, he recalls skidding down hills in Mt. Vernon, N.Y., as a kid in his own Radio Flyer wagon. “I’m trying hard not to impose myself on these two children,” says Donner. “I just guide them and point the camera.” The film is being shot from a child’s point of view; in fact, a cameraman holding a Steadicam often follows the boys.

Donner has directed kids in “Superman,” “The Goonies” and “The Omen,” a “headache” he swore he’d never endure again. But this time, he says, “the two rascals aren’t a problem, the turtle is.”


A few Novato police officers help keep problems away by hovering around the set like groupies. Donner, after all, created “Lethal Weapon,” a cop favorite. To keep curious neighbors from getting too curious, the Donners have set up a large video screen so they can watch as he shoots.

Another neighbor, George Lucas, paid a friendly visit to the set, even though the film’s pricey special effects are not being created at his nearby Industrial Light and Magic but at the rival Apogee in Los Angeles.

The atmosphere is relaxed and many of the crew members are veterans of past Richard Donner or Lauren Shuler-Donner pictures. Shuler-Donner (who is concurrently producing “The Favor” in Portland with Elizabeth McGovern and Ken Wahl) insists that the set be both ecologically and politically correct: no smoking in front of the kids, no veal, no foam cups. Recycling bins are everywhere and the films’ drivers boycott Exxon gasoline because of the Valdez oil spill.

For all the playfulness surrounding this fantasy film, there’s also a disturbing undercurrent--the abusive stepfather, played by Adam Baldwin. “He’s an alcoholic; alcohol means more to him than we do,” says little Wood in the film. Since the subject of child abuse is a dubious box-office draw, Donner’s treating it gingerly in the film.


Yet, it was the subject that drew Lorraine Bracco (“GoodFellas”) to the role of the waitress mother who is oblivious to her husband’s brutality. “I had to be in this film,” says Bracco, who has a crazy schedule commuting between Novato and Los Angeles, where she’s co-starring in another movie. As a child in Brooklyn, Bracco recalls an alcoholic neighbor. “Child abuse was happening in our back yard. We all knew something wrong was going on in her house, but we all closed our eyes.”

The screenwriter hopes that his film will open some eyes. “Radio Flyer” is “a very small story with a very large scope,” says Evans, who wrote it as a novella and, at his agent’s urging, turned it into a screenplay. “Radio Flyer,” he says, was “the first script I ever wrote from my heart and not for hire.”

Being called “an overnight success,” upsets this newly wealthy writer. “This is my twenty-second screenplay,” says Evans, who wrote scripts for low-budget horror and Western films to pay his way through school at Loyola Marymount. “Since the most I ever made on a script was $3,500, I also had to work my way through college as a bartender, security guard and phone installer.”

After graduation, Evans had $50,000 in student loans and nowhere to live. “I spent three years at my brother’s house, isolated in a small room, with a bed and a computer,” he says. “It was horribly lonely and I was living a monstrously complex internal life in my head. I kept writing, but nothing happened.”


He suffered periods of “horrible depression” and recalls hitting the bottom in 1988. “I needed money so badly, I called the Navy asking about officer training.” Last November, when he signed the Columbia deal, he had $4 in the bank.

Last year, “Radio Flyer” helped launch the escalation of script prices, which had been fetching paltry sums compared to the salaries of many actors, directors, producers and studio executives.

“It’s about time talented writers get top dollar and respect,” insists Donner. “Their scripts are taken from them and then become everyone’s property but theirs. It all starts with a good script.”