BACK TO THE DRAWING BOARD DISNEY FOUND ITS MUCH-ANTICIPATED 'GROOVE' THE SECOND TIME AROUND.

Byline: Valerie Kuklenski Staff Writer

Walt Disney Studios would never completely scrap a half-finished animated movie with a solid cast and a big-time songwriter attached.

Or would it? It almost did with ``The Emperor's New Groove,'' according to the filmmakers.

``Emperor,'' the first original story Disney attempted to animate since ``The Lion King,'' began development in 1994 as a love story and epic adventure, but after more than three years of work the feature cartoon - meant to stand in the pantheon of ``Snow White,'' ``Beauty and the Beast'' and ``Aladdin'' - was caving in under the weight of too much plot.

Meanwhile, Grammy-winning singer-songwriter Sting and collaborator David Hartley had generated eight songs meant to be sung by characters in the original outline.

It was time to make some tough calls.

``I would just say that, truth be told, at one moment the movie was in such bad shape, I just blessed their hearts that they had enough faith to let us keep going and really turn it around,'' producer Randy Fullmer said.

``Because there was a big shift in maybe three weeks' time from being totally booooooop'' - director Mark Dindal added, making a flatlined heart-monitor tone - ``to having a pulse. It was September '98 - Sept. 23, actually.''

The whole project, originally known as ``Kingdom of the Sun,'' was started over, nearly from scratch. Rumor has it Disney already had spent $30 million on it.

Fullmer said not a single scene from the original version was retained for the film hitting theaters Friday. Eartha Kitt and David Spade had been voice-cast in what were supporting roles, Spade as the spoiled young emperor and Kitt as his conniving, usurping adviser, Yzma. They are the only survivors from the original voice talent.

``Everyone started saying, wow, the main things that are working about this are the comedy and the energy that those voices bring,'' Fullmer said. ``We had too many elements. There was a love story, there was a prince-and-the-pauper kind of a switch, it was primordial ... and I think because it was that serious we had to damp down and not use the best elements that were evolving. So once we switched and started doing a more comic approach it just took off and really seemed to flow at that point.''

A big part of this out-with-the-old, in-with-the-new shift was that Sting and Hartley had written songs inextricably linked with the original plot and characters. Only two still worked in the revamped version.

``He was a trouper,'' Dindal said. ``He just continued to write. I think when he first came on he felt, you know, this is something I'll start here and I'll be done maybe in a year, six months.''

``Three years later, bruised and battered ...'' said Fullmer, whose job it was to break the bad news to Sting.

``It was not very much fun,'' he said of that conversation. ``But what a gentleman he was about it, though. There's no question it was hard on him. But at the same time he was saying, 'I understand and I trust you guys. My songs are in the service of the movie, and if it's not fitting in, then I get it.' ''

Sting admits that, after several platinum solo albums and awards, he was unaccustomed to having his work rejected.

``I make albums just to please myself, I really do. This project, first I had to please him,'' he said, pointing to Hartley, ``then we had to please the director and the producers, and then the Mouse. And being told to go back to the drawing board is something I'm not used to at all.''

Hartley recalled the reworking was not limited to the plot revisions. He said one of the filmmakers called Sting soon after receiving his lyrics for the first song he wrote.

``They said, 'We need to speak with you about the lyrics. They're not quite working right.' And he says, 'Feel free, gentlemen, to send me your notes on that.' And a five-page fax appeared and all the lyrics were annotated.''

``Wasn't it funny that that person was fired about a week later,'' Sting put in with a wry smile. ``We had our moments, but every time we went back to the drawing board we did something better.''

The sacrificed songs will not be buried in a Disney archive. Three have been added to the soundtrack CD as bonuses, and others may be used on the DVD version.

While it's rare for a major animated feature to come back from the brink of extinction, it's not unheard of for such movies to undergo significant revisions midway through production, even at the Happiest Studio on Earth.

``This is the way it's gone since 'Snow White,' '' said Dindal, pointing to a soup-eating scene that was cut.

``On 'Beauty and the Beast,' we threw out a huge section of it after going down the road for a year,'' Fullmer said. ``I was on 'Lion King' for almost four years, same thing.''

``It's just not that publicized,'' Dindal said. ``People weren't aware of it.''

What brought ``Emperor's'' rocky start to light was Internet and trade reports that tracked its ups and downs, including movieland's popular gossip site Ain't It Cool News.

Owen Wilson was out as the poor doppelganger to Spade's emperor, and John Goodman replaced him as the good-hearted peasant who appeals to the emperor's good will - and eventually finds it.

So here's the story as it will appear in theaters:

Emperor Kuzco, looking forward to his 18th birthday, plans to build a vacation palace on the hilltop occupied for generations by the peasant family of Pacha (Goodman). Pacha fails to persuade the emperor to change his plans.

Meanwhile, the power-hungry Yzma employs her beefcake dimwitted aide, Kronk (Patrick Warburton), to poison Kuzco with a potion, but Kronk grabs the wrong bottle and turns the emperor into a llama instead.

Kuzco's unconscious four-legged form winds up on Pacha's cart and he awakens on that far-flung mountaintop. He needs Pacha's help to find his way back to the palace in order to drink the llama antidote and retake the throne.

Chatters on Ain't It Cool News complained loud and long about the title, wondering what was wrong with ``Kingdom of the Sun'' or any of the other 298 options that had been considered. They also bemoaned the loss of one plot device, Yzma's attempt to lasso the sun in the ultimate power grab.

The movie reportedly had distinct Aztec or Inca roots at various times, but perhaps because of the ``Pocahontas'' legacy (historians and teachers still decry how misinformed kids were by that movie's sweetened history) - Dindal now calls the ``Emperor'' setting ``mythical, out of your imagination'' and ``inspired by that (Peruvian) landscape ... and art.''

Then there's the release date. Disney has a pattern of premiering its animated features in June and its live-action projects in December. Some observers say the December launch shows a lack of confidence in ``Emperor.''

While Disney will promote the movie's best side, Sting's wife, Trudie Styler, is finishing up ``The Sweatbox,'' a making-of documentary that shows the whole tortured process. Sting says Styler's crew captured him fighting with Hartley, and Fullmer says she also recorded one notoriously tense meeting.

``Right in the middle of (the documentary) there's a story meeting where (Disney Animation President) Tom Schumacher's saying, 'I don't like it, I don't like what's going on here, I don't like the story, I'm not amused by it,' '' Fullmer said. ``It's one of those moments where, in a normal situation, you just never invite anybody in to see your dirty laundry. It's really an honest documentary.''

Sting was asked whether, given his rocky initiation with composing for an animated feature, he will avoid such projects in the future.

``We need twice as much money, right?'' he said to Hartley.

``Personally speaking, no,'' Hartley replied.

``It would be nice to be asked to do it again,'' Sting added, noting a line from ``My Funny Friend'' is as much about the collaboration process as it is about the movie's buddy story: ``If I had to do this all a second time, I won't complain or make a fuss.''

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(1 -- 4 -- cover -- color) STING's new `Groove'

Disney film changes tempo

(5 -- color) After initially being frustrated over reworking the lyrics and music of Disney's ``The Emperor's New Groove'' soundtrack, Grammy- winning singer-songwriter Sting now admittedly reflects that, ``We had our moments, but every time we went back to the drawing board we did something better.''

(6 -- 7) Director Mark Dindal, left, and producer Randy Fullmer claim the plot was the problem in the first version of ``The Emperor's New Groove.'' ``We had too many elements,'' Fullmer says.