THE 'AUTOPSY' OF A DIRECTOR'S IMPOSSIBLE DREAM.

Byline: Rob Lowman Entertainment Editor

When filmmakers Louis Pepe and Keith Fulton proposed a documentary about the making of director Terry Gilliam's ``The Man Who Killed Don Quixote,'' they anticipated comparisons between the fanciful Don who tilted at windmills and the quixotic troubled director.

But even they weren't expecting the disaster ahead.

Gilliam's 2000 project, based on the Miguel de Cervantes novel and budgeted at $32 million, was forced to shut down less than two weeks after shooting started. Pepe and Fulton's documentary on the debacle, ``Lost in La Mancha,'' which opened Friday to excellent reviews, fascinatingly captures the panache with which Gilliam attempted the project and his ultimate disappointment at the end.

Fulton says though they knew Gilliam was working on the edge, they expected the director to pull it off.

``We obviously could not have had any sense of the magnitude of the disaster that was about to befall him,'' says Fuller.

Early in their documentary, the filmmakers note that Orson Welles unsuccessfully spent years trying to get ``Quixote'' on screen. Like Welles, Gilliam is known for grandiose schemes, and ``Quixote'' for him was a fevered dream. But Gilliam had his own history of failures, particularly ``The Adventures of Baron Munchausen,'' a project marked with huge problems that was a failure at the box office in 1988.

For ``The Man Who Killed Don Quixote,'' Gilliam had brought in Johnny Depp to star as a modern businessman who somehow finds himself in the past as Quixote's servant, Sancho Panza. Quixote was to be played by veteran French actor Jean Rochefort, who in his 70s seemed perfect for the elderly gentleman with dreams of knightly glory.

Pepe and Fulton, writers and directors who had previously filmed Gilliam at work on his 1995 ``12 Monkeys,'' already had a good relationship with the director. Gilliam told the crew, ``You can trust these guys,'' says Pepe, and then allowed them to keep filming when things started to go out of control.

Gilliam had wanted a $40 million budget for his ``Quixote,'' but was forced to scale back to $32 million with European money - no Hollywood studio was attached. Yet he plowed ahead - filming in Spain and trying to squeeze as much as he could out of the smaller budget. This left him little margin for setbacks, which didn't take long to happen.

Rochefort, who had learned English for the role, didn't show up the first day because of prostate problems. (Even if the film had been made, you wonder if the actor's accented English would have worked.) Then a few days into shooting, a terrible rainstorm hit, disrupting filming and putting the film behind its tight schedule. An insurance claim was put in. (At this point, you're beginning to hum ``The Impossible Dream.'')

Pepe and Fulton said they began to feel like ``vultures'' at this point, but ``Terry said keep going and tell the story that's needed. He said, 'It's OK. Whatever happens, happens.' '' says Pepe.

Gilliam and his crew pushed on. Investors came to visit and filming continued, but then Rochefort went back to Paris to see his doctor. Within a few days it became clear that he was not coming back anytime soon. Eventually, the insurance company stepped in and production halted.

The question you ask is, did Gilliam see the doom ahead?

``I think basically what happened is that Terry had a fairly strong sense that what he was setting out to do may have been impossible,'' says Fulton. ``He originally wanted to do a $40 million film. So there were so many compromises, and many of the compromises were too stacked up against him. He made a valiant effort to get it done, but he definitely arrived in Madrid burdened.''

What is also interesting about the documentary is how little the crew knew.

``Information wasn't circulating around,'' Pepe notes, admitting that he didn't realize how ill Rochefort was even while shooting him for the documentary.

``We discovered the true events in the editing room,'' he says. ``In the editing room, you start piecing together all the components of the story, and it kind of falls together more like an autopsy. In hindsight we can see what happened. But, at the time, many events didn't register as a sign of impending disaster.''

But they still say they were surprised when the film fell apart, which tells you ``how fragile the process is,'' Pepe says.

The pair are now turning their attention to a feature fiction film, with Tom Wilkerson (``In the Bedroom'') attached.

Did they learn anything from making ``Lost in La Mancha''?

``We won't be doing a feature with horses or huge desert landscapes,'' says Fulton, laughing.

Then he adds seriously: ``The thing that we learned from Terry ... is that filmmaking is about compromise. And I think on any level it's about balancing what you really want to do with what you really can do. I'm afraid in the case of 'Quixote' there were too many odds stacked up against Terry's project. Too many bad fates.''

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Johnny Depp was to have played Sancho Panza in director Terry Gilliam's doomed ``The Man Who Killed Don Quixote.''