`SKY CAPTAIN' AND THE WORLD OF COMPUTERS PALTROW, LAW AND JOLIE EAGER TO ENTER MOVIE'S ADVENTUROUS WORLD.

Byline: Bob Strauss Film Writer

Most aspiring movie directors dream of getting an award-winning cast for their first feature.

Kerry Conran got one. But his real dream - giant robots attacking New York - took a lot longer to realize.

``Sky Captain and the World of Tomorrow'' stars Jude Law, Gwyneth Paltrow and Angelina Jolie, all of whom agreed to appear in the movie after watching just a few minutes of prototype footage, some without even looking at a script.

That six-minute test reel of grand zeppelins, art deco skylines and the kind of retro-future technology seen in Fritz Lang's silent masterpiece ``Metropolis'' and sci-fi serials of the '30s and '40s, took Cal Arts grad Conran four years to make. In his Mac. With over-the-counter software. In the same apartment where he'd kept a 12-foot blue screen covering a living room wall for three years.

``That was a conversation piece,'' deadpans Conran, a baby-faced native of that hotbed of filmmaking talent, Flint, Mich. (And no, he's never met Michael Moore.) ``I did these tests, made my brother and friends stand in front of the screen or walk around objects.''

The live action was then digitally composited with backgrounds and props that Conran and his brother Kevin had either designed from scratch or adapted from vintage photographs scanned into the computer. The result looked like real people in impossible - or, at least, prohibitively expensive to build or visit - sets and locations.

``I thought I'd found a way to make a film by myself,'' the director says. ``It was only after four years, when I only had six minutes to show for it, that my brother encouraged me to try to get some help.''

No budget buster

Help eventually came in the form of producer Jon Avnet (``Risky Business,'' ``George of the Jungle''), who spent six years rounding up independent financing for the feature project, the cost of which has been estimated at under $50 million - or less than half of what an equivalently scaled summer blockbuster goes for these days. Avnet also got the six-minute clip to English actor Law, who liked it so much he not only agreed to appear in the film but signed on as a co-producer. Law, in turn, brought his ``Talented Mr. Ripley'' co-star Paltrow, and later Jolie, on board.

``One of the reasons I really loved this piece and wanted to be a part of getting it made was the atmosphere of it,'' says Law, a father of three. ``I thought it was really true to the old-fashioned family movie, like 'Robin Hood' and 'Captain Blood.' They're full of romance and fighting and adventure, but there's none of this drug-dealing, gun-smuggling, coke-snorting kind of testosterone cynicism, which exists out there and has a place in film - but this is a clean-cut, noncynical action film for the family.''

Inspired by comic books, cartoons and pulps of the era, as well as screwball comedies, films noir, ``King Kong'' and dozens of other movie references, ``Sky Captain'' is set in an imaginary 1939 when World War II has been avoided but an even greater threat emerges. Giant flying robots attack great cities and steal their energy sources. Paltrow's plucky reporter Polly Perkins wants to know why. Law's H. Joseph Sullivan, a k a Sky Captain, fights the mechanical monsters in his Flying Tiger ... and bickering with ex-lover Polly all the way, follows the robot trail to Tibet, under the sea, to islands infested with mutant creatures and onto hovering helicarriers above the clouds (commanded by Jolie's eye- patch-wearing Franky Cook).

Nothing but blue screen

All of which the actors shot on a near-empty, all-blue soundstage in London, with no prop bigger than an airplane cockpit and nothing other than what they would physically touch to orient them.

``Right at the beginning, it was very strange,'' Paltrow admits. ``Jude and I used to joke that it was like doing some kind of '60s experimental theater off-off-off-Broadway in this bizarre room. They were like, 'Bigger reaction to the robots, guys,' and they were just holding a tennis ball on a stick. You're just thinking, 'What are we doing? Is this gonna work?'

``But we just had to have a leap of faith and go with it and do what we were told,'' she adds. ``And commit. If we had been winking at the camera and not fully committing to our characters, then that would've been a potential problem.''

Well, at least they didn't have to work in Conran's apartment.

``It was a bit strange,'' adds Paltrow's fellow Academy Award winner/London transplant Jolie. ``There was one moment when I had a clear bubble on and the eye patch, and I was just sitting on a box. I wasn't in a plane, I wasn't anywhere, just in a room with 100 people pretending I was operating this submersible, and I felt very silly. But it's great to get back to what's fun about this business and (be) creative, try things that aren't safe and be silly again.''

Actually, the actors had a little more than their imaginations to go on. Backed up, by then, by a staff of CG artists - although a staff still equipped with consumer technology in a no-frills, converted Van Nuys warehouse - Conran had a roughly animated version of the whole film, called an animatic, to show the actors beforehand.

On your marks

Additionally, ``We actually built the soundstage inside the computer, so you could look at it,'' Conran explains. ``We put little dots on the ground and on the walls and reproduced the same grid on the actual soundstage so everyone could tell which marks they were supposed to be standing on. And we could also preplan the exact height and tilt of the camera and its distance from the actors at any moment. That sort of preparation made it kind of seamless. The only thing the actors really had to regard was not walking through solid objects that were supposed to be there. But they weren't any more limited than they would have been on a real set.''

Indeed, Paltrow even got her friend Stella McCartney to design her Lauren Bacall-style suits for the movie. But the 29-day live shoot was hardly the end of the 10-year effort to put ``Sky Captain'' on the big screen. For nearly two years afterward, Law, Paltrow et al. had to be computer composited with the fantastic environments that Kerry and Kevin (a former artist for the Los Angeles Daily News and the film's production designer) dreamed up.

``The first thing they would do was key the footage (remove the blue screen), which basically turns the background clear,'' Kerry Conran explains. ``Then we converted all of that footage to black and white, which we composited the entire film in. Color was added at the very end, almost like a hand-tinted photo in that regard.''

Of course, trial and error was an ever-present factor.

``New York City was the most difficult,'' the director notes. ``We built all of Manhattan, but we couldn't render it. The model that we created was so complicated that it flooded the computer with more information than its memory could contain. We had to create an entirely different method and system.''

Conversely, sometimes an artistic experiment yielded an unexpected surprise, such as the notion to soft-light the actors.

``We were trying to mimic some of the glamour photography of that era, but it had a side effect of actually helping to blend the live action into those artificial worlds,'' Conran says. ``It took the edge off of it in a way. A lot of computer imagery can look computer-created. This may look stylized or artificial, which is something we didn't mind. But it doesn't necessarily look like it was made by a computer ... (that) is the distinction.''

Olivier's back

Conran's dream wasn't the only one that digital technology made come true. The great Sir Laurence Olivier, dead now 15 years, makes a cameo appearance in ``Sky Captain.''

``Actually, it was Jude's idea,'' says Conran, who worked off an obscure, 1940s BBC television appearance approved by Olivier's estate. ``I think, as a co-producer, he had a chance to cast someone that he always wanted to play opposite. But he didn't have to worry about how to achieve it.''

Which brings up the question: What does the more-virtual-than-``Star Wars'' ``Sky Captain'' mean for for the future of film production?

``It is a way of making films that nowadays is more money-friendly - and you could argue, in this case, more artistically friendly,'' Law reckons. ``But there has always and will always be room for straightforward dramas. Three of the films I have coming out this year were all about script and actors and done on location, and that's it. And there is no other way of doing those films, and there never will be.''

Asked about his decade-long journey from his apartment to a full-blown cinematic World of Tomorrow, Conran puts it this way.

``If we continue to refine these techniques, it paves the way to do films that are very elaborate in scale but have the touch of an independent filmmaker,'' the director says. ``They take chances, but at a price where studios aren't making an extraordinary gamble in order to do something novel.''

Bob Strauss, [phone]

bob.strauss(at)dailynews.com

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7 photos

Photo:

(1 -- 3 -- cover -- color) Flights of fancy

At least the actors are real in `Sky Captain'

(4 -- 5) Gwyneth Paltrow and Jude Law did all their acting against a blue-screen background in ``Sky Captain and the World of Tomorrow,'' where robots attack zeppelins, below, in a past that somehow escaped World War II.

(6 -- 7) The ``Sky Captain'' crew began with drawings such as this one of a lab, top, that was re-created on a computer and populated with scary robots, above.