What had gone wrong?

Madonna's spokeswoman, Liz Rosenberg, declined to discuss the matter.

But Ms. Lynch suggests that the actress's change of heart may have been linked with the nature of the role -- and with the nature of stardom itself: "The part was too close to Madonna, maybe. That may have scared her or those around her. David certainly counseled me that big stars were trouble. He was very excited when we had Madonna. Then when she was gone, he said, 'Now you know.' He's a dad."

Joan Hyler, an agent at William Morris, offers another view, suggesting that while there is an appropriatetime for a star to take on unconventional material like "Boxing Helena," such a commitment requires a undeniable leap of faith. "Madonna needed to gain some mainstream cachet, like 'Dick Tracy' and 'A League of Their Own,' to show she could be a team player," Ms. Hyler says. "An actress has to ask. 'What happens if it doesn't work? Where's the cushion?'

"The director is very important," she adds. "If it's the Coen brothers, they can make watching paint peel off a wall work. With a first-timer like Jennifer Lynch, the hope is maybe she's the next Gus Van Sant or Steven Soderbergh." Enter (and Exit) Kim Basinger

When Madonna dropped out, Ms. Lynch wasted no time in approaching Ms. Basinger, then represented by the Intertalent agency. According to the film makers, Ms. Basinger agreed by February 1991 to make the movie once she had completed "Final Analysis."

Based on her starring role in the sexy 1986 hit "9 1/2 Weeks," Ms. Basinger is a major international star. No sooner had she agreed to make "Boxing Helena" than Republic Pictures International, Main Line's foreign sales representative, began to sell foreign rights to the film at the American Film Market in Los Angeles. These rights sold extremely well, in locations ranging from Europe and Asia to Australia and Latin America. As a result, Main Line had contracts to help it secure bank loans to finance the filming of "Boxing Helena," and the company planned to start the cameras rolling last July.

But, according to Mr. Mazzocone and Ms. Lynch, by late May Ms. Basinger had begun to request major script revisions. Mr. Mazzocone dates her change in attitude to the time she switched agencies, from Intertalent to I.C.M., earlier that month, and he recalls having been told by Guy McElwaine, co-chairman of I.C.M., that "Boxing Helena" was too big a risk for his client.