12. GEORGE IN SLOVAKIA; JEFFREY IN EXTREMIS

WALTER PARKES HAD SAID there were "little problems." "Little problems that I don't want to become big problems."

But when producer Mark Johnson and screenwriter John Lee Hancock arrived in Slovakia, where DreamWorks' first live-action film— The Peacemaker—was shooting in June of 1996, Johnson said, "I feel like the door of the plane opened, and we walked into a buzz saw."

George Clooney was in meltdown mode. Having signed on to star in a film that Spielberg had personally requested him to headline, he now found himself in godforsaken eastern Europe in the middle of a very troubled production. One of many issues was that Parkes, a producer on the film, had taken to rewriting the Peacemaker script. When Parkes's rewrites would arrive by fax from Los Angeles, Clooney would be sent into conniptions.

"I can't believe this! He doesn't know what the hell he's doing!" the actor fumed, according to more than one report from the scene. "Had I known then what I know now, I never would have signed on for this movie!"

It is unorthodox in Hollywood for studio heads to send in script changes. But to Parkes, he was simply applying his skill-set as a screenwriter, which was all in keeping with the DreamWorks ethos of: we're all artists here. To Clooney, to have a "suit"—regardless of his pedigree—assuming the responsibilities of "talent" was wrong.

Whatever it might be called, there was nothing peaceable about Peacemaker. Clooney, still best known as the hunky star of TV's ER, and most comfortable on the small screen, was jittery. Meanwhile, Nicole Kidman, who had just finished working with Jane Campion on Portrait of a Lady and who now found herself on the set of an action thriller, was still behaving like the high-spirited Jamesian heroine she had portrayed, insisting that director Mimi Leder shoot dozens and dozens of takes.

Help, in the form of American studio executives, was thousands of miles and multiple time zones away, in Los Angeles. When calls from the set would come in to DreamWorks, they were like SOS flares. "I did get a phone call at 3 A.M., saying that 'We're in war, you've got to get up and solve the next plan of battle,'" said one DreamWorks source.

Parkes would have gone to Slovakia himself to deal with the no-longer-little problems, only he was busy producing Men in Black (its own special nightmare; Parkes and director Barry Sonnenfeld were at each other's throats) in New York. Besides, Clooney might have done something most un-Clooney-like had Parkes shown up in person.

With Peacemaker, which began shooting in May of 1996, the live-action studio's cherry was finally popped. The project had originated when investigative journalist Leslie Cockburn, who knew Parkes from Yale, had sent him a treatment for a story she and her husband, Andrew, were working on for Vanity Fair, about the high-stakes game of nuclear-arms smuggling in the former Soviet Union. From the start, The Peacemaker had been a chaotic production. Needing to be in theaters by the end of 1997 (a year later than DreamWorks had originally planned), it had been rushed into production even though its script was considered problematic. One issue was that the character of Dr. Julia Kelly (played by Kidman)—a brilliant, Russian-speaking White House wonk, who was the strait-laced foil to Clooney's wisecracking frat-boy Army officer—was underdeveloped.

"There wasn't much there," Leder lamented. Even in the final version, "there could have still been more there, even though Nicole brought much conviction and strength to her character," she said. But Leder had rolled with it, quipping, "Scripts are for sissies," as she headed off to Europe to shoot, not only her first feature (up to that point she had directed only for television, with credits that included ER and China Beach), but her first action movie.

"It was a joke, as in, who would need a script, going to eastern Europe to shoot a movie?" said a former DreamWorks executive. "The idea was that she was this tough broad who didn't need a script."

People at DreamWorks had another saying for how Peacemaker was getting made: "Fire, aim, ready!"

Kidman at that time was best known as the better half of Tom Cruise, who was then at the height of his fame. As such, she was more famous than Clooney. When the two actors walked through the streets of Bratislava, he was frequently mistaken for Kidman's bodyguard (according to a source close to Clooney, he was annoyed at how upstaged he was by the ethereal-looking Australian).

Even before arriving in Slovakia's capital city—a location producer Branko Lustig had chosen in order to keep Peacemaker's production budget at $53 million—things were going backwards. Because Clooney only had limited time to film before returning to ER, his scenes had to be shot first, meaning that Leder had to shoot the very last scenes of the film—which involve Clooney and Kidman desperately trying to reach a ticking bomb—first.

"It's not how I wanted to shoot my first movie—to shoot the end first," Leder said. "Because the actors are racing through the streets of New York, and they're going, you know, they have to go at an extremely high voltage, high pace, so their acting, on the meter, is way up here. It's really high—it's a thousand percent. And they kept saying, 'Am I too high? Is it too over the top?'"

Parkes had been on the set then, bouncing back and forth between Peacemaker and Men in Black, which had its own challenges. Sonnenfeld, an eccentric ball of nerves who has been described as "openly neurotic," and Parkes were so at odds that "they weren't speaking," according to one person who worked on the film.

A month after shooting began in New York in May, Peacemaker moved to Bratislava, where things went from bad to worse. One of the first scenes Leder had to shoot was an eight-minute sequence called Demolition Derby. Among other things, the scene required blue screens, pyrotechnics, and luxury automobiles screeching through the cobblestone streets of the city and, eventually, blowing up. Leder had gone over the scene on storyboards numerous times before, but that didn't change the fact that she was a novice director facing a very complicated scene, with studio assistance five thousand miles away and a crew that seemed to speak every language but English. Not to mention that it took nearly a week to look at dailies, because the film had to be sent to Munich to be processed, and then sent back.

"Everyone had just arrived in Slovakia and was adjusting to time zones and really bad food and a less than perfect hotel, all that kind of stuff, and we're dropped into one of the toughest sequences," said editor David Rosenbloom. "Now we have a completely new crew and they're speaking a different language and there's all the special effects involved, with flipping cars and stunt work. It was really challenging. That was pretty tough for Mimi. Those were definitely her dark days."

"If we could have had everyone speaking the same language, that would have been a miracle," said Clooney. "I would have learned Slovakian if we could all have spoken it. There was Croatian and Slovakian, and we had a French crew. So it was tricky, because, you know, we're blowing up bombs and you want to make sure everybody is off the bridge. You know? 'Get off the bridge! We're going to be blowing up that bridge now!'

"'I'm on the breedge!'" he exclaimed in a mock French accent.

Not exactly what anyone had imagined when they'd signed on to make DreamWorks' first feature. Clooney had been asked to star in the film by Spielberg himself, who'd sent him a handwritten note saying, "This is our first project for DreamWorks. I wanted to know if you'd like to do it."

"Yes!" was Clooney's response, without even reading the script. He framed Spielberg's note and hung it on the wall of his home.

The actor had caught Spielberg's attention on ER, the highest-rated show in television, which Amblin produced. Once, on the set, Spielberg had been watching Clooney perform on a monitor, when he'd tapped the screen and said, "If you stop moving your head around, you'll be a movie star." With Peacemaker, he was offering to make that happen, paying Clooney $3 million, and clearing his schedule for him. (Clooney had been preparing to star in The Green Hornet at Universal, but the film was languishing, and a word from Spielberg extricated him, landing Clooney another $3 million, seeing as his Green Hornet deal was pay-or-play; i.e., you get the money, even if the movie doesn't get made.)

In initial conversations, Spielberg had floated the idea that he might direct Peacemaker himself (something he often does before he commits to projects; those who have been around long enough know not to take these flirtations too seriously). When Leder was hired, Spielberg told Clooney that he'd still be very involved in the making of Peacemaker, and that he would even direct second-unit action sequences, according to a source close to Clooney.

The choice of Leder—whose work on ER had also impressed Spielberg—caused some surprise in Hollywood, where everyone had been anticipating more big-name announcements when it came to DreamWorks' first ever film. "There was disparaging talk around town of how this big movie studio's first movie had a TV star and a TV director," recalled one agent. "People were surprised that they had hired Mimi. They felt that they could have gotten a much bigger director."

(In fact, DreamWorks had first approached In the Line of Fire director Wolfgang Petersen, but he'd passed.) Leder was acutely aware of the scrutiny she was attracting. "I think Steven probably had a lot of resistance," along the lines of "'What, are you crazy?' I can only imagine what people thought about his decision to hire me," she said.

"I had a lot of experience; I had been directing in TV for ten years before I did my first feature. And I won an Emmy for directing 'Love's Labor Lost,' one of the big episodes from ER in its first season. And I'm sure people were saying, 'Why aren't you hiring a very big, established film director?'"

When Spielberg asked if she was up for Peacemaker, Leder said, "I was stunned. I said to him, 'Why do you think I'm the right person to direct an action movie? I don't direct action.' And he said to me, 'Yes, you do. You direct it every day on television.' Now who could resist that?"

The arrival of Johnson and Hancock brought great relief to the Peacemaker set.

"We were kind of on our own," said Rosenbloom. Leder "was really happy to see them. Mark provided great comfort to Mimi."

A routine developed whereby Johnson, Hancock, Leder, Clooney, and Kidman would sit down and hash out ideas for how to make the script work better. Then Hancock would go back to his hotel and write, and his changes would be faxed to L.A. for approval.

Sometimes, however, what came back from L.A. was not what Hancock had written. When Clooney realized this, and confronted Hancock about certain new changes to the script, Hancock insisted he'd made the tweaks at the last minute.

Clooney didn't buy it.

"OK, John, here's the deal," he said. "I'll do this scene if you can look me in the eye and tell me that this is a scene you wrote.

"Or," he continued, "that this is a scene you think we should do."

Hancock couldn't do it.

While Peacemaker was filming halfway around the world, back in L.A., DreamWorks' live-action unit was finally kicking into gear after its belabored start. Over the summer, a slate of films was announced, including—at long last—Spielberg's next projects, featuring a World War II drama, Saving Private Ryan, and a film about the true story of the African slave ship Amistad. The rest of the lineup, however, seemed anticlimactically reminiscent of Amblin—a big-screen version of Dr. Seuss's The Cat in the Hat; a comedy about a rogue rodent, Mousehunt; and one about a talking parrot, Paulie. Still, it was an occasion for an announcement, and DreamWorks staged another dog-and-pony show, this one on a Universal sound stage, where Spielberg and Paul Allen geeked out like teenage boys, playing a mockup of a video game (at one point, they crawled behind the monitor to check out the wiring); Geffen played host to investors; and Katzenberg gave a presentation on Prince of Egypt. He also noted that he'd just come back from one of his male-bonding vacations with other Hollywood types to Africa, where he kept getting calls from Michael Ovitz about his lawsuit against Disney. (Star litigator Bert Fields had advised his client to bring a satellite phone to the bush.)

Katzenberg had hoped to settle the matter out of court, but nothing Ovitz could say or do could convince Katzenberg that there was any hope of making headway with Eisner. In April 1996 he filed a breach-of-contract suit against Disney, claiming that he was owed more than $250 million (a tad more than the $90 million Geffen and Ovitz had settled on, only to have it rebuffed by Eisner) in bonus on all profits of films he'd developed at the studio. "If Frank Wells were alive, this never would have happened," Fields told the L.A. Times. Herbert Wachtell, a prominent New York attorney who was also part of Katzenberg's team, also commented, making the case that the "contract [terms] expressly requiring Disney to pay Mr. Katzenberg the profit-sharing in question are as clear and unambiguous as they can be."

Eisner had pushed Katzenberg too far. The previous January, at a funeral wake for Don Simpson, the bad-boy producer of such iconic '80s films as Flashdance and Top Gun (made by Simpson and his producing partner Jerry Bruckheimer under Eisner/Katzenberg at Paramount), all of Hollywood's biggest names—Barry Diller, Michelle Pfeiffer, Will Smith, Warren Beatty—had packed into the fabled dining room at Morton's, in Beverly Hills, to honor Simpson, who died of a drug overdose. When Katzenberg spotted Eisner, he approached him cordially, determined—as he always was—to move things forward. Once face-to-face, Katzenberg broke the ice with a lighthearted comment. "Well, he's happy tonight," he said, referring to Simpson, who loved a good party.

The attempt couldn't have fallen flatter.

"Jeffrey," Eisner said, looking disgusted. "He's dead."

With that, the conversation was over.

Then, a few months later, Eisner had set up a meeting with Katzenberg to discuss DreamWorks' TV deal with ABC. The conversation was to take place at Eisner's ski chalet in Aspen. Katzenberg cleared his schedule, hoping that he would have an opportunity to discuss the issue of his bonus in a reasonable manner. Only, the meeting never took place. A day before it was scheduled, Katzenberg received a call saying that Eisner had to cancel. Furious, Katzenberg picked up the phone and dialed Ovitz: "He can't do this to me anymore."

With the army of DreamWorks behind him, Jeffrey went to work preparing for his biggest battle, one that showed no sign of being anything less than nuclear. He amassed an A-list legal team consisting of Fields, Wachtell, and Bonnie Eskenazi. Helene Hahn and other members of DreamWorks' legal and business affairs division were on the case as well, crunching numbers and counseling their boss. "I've found my love, and it's animation ... and litigation," Katzenberg joked to Newsweek.

Producing his first animated film for DreamWorks, The Prince of Egypt, Katzenberg was fueled by feelings of anger and injustice that felt as biblical as the movie itself. He dove in like a man possessed. Or really, really pissed off.

"Jeffrey is not a very spiritual man, but Prince of Egypt is about as close as he may ever get," said Penney Finkelman Cox, who produced the film with Sandra Rabins. "He really believed in that movie like he believed in any religion. His work is religion and for four years, Prince of Egypt was his religion."

Katzenberg practically moved into the animation studio, throwing himself so passionately into the making of POE, as it was known, that the filmmakers joked he was the film's "personal trainer." He sat in on pitch meetings (where artists pitch sequences of a film, scene by scene, using sketches pinned up on corkboards); he worked with the animators on scenes, such as the one in which young Moses and King Rameses II (in the movie, Moses is Rameses' adopted sibling) mischievously drop water balloons out of a palace window (Katzenberg had performed similar acts on passersby from his apartment on Park Avenue while growing up in New York City). He weighed in on the most minute of details, pointing out, say, that the queen's mouth was "way too big," according to one artist. He cajoled the actors, trying to get Val Kilmer (the voice of Moses) to whip it up more in the recording studio. (Kilmer's habit was to read his lines sitting motionlessly in the dark booth while smoking a cigarette.) To show the animators the level of emotion he wanted in a scene where Moses crumples against a wall and dissolves into tears, Katzenberg slammed his own body into a wall.

But what really drove Katzenberg was the Bible story itself. With minor creative liberties, Prince of Egypt told the story of how Moses, after discovering he is Hebrew, broke away from the older, domineering Rameses and followed God (God, in this case, being Steven Spielberg). The similarities were lost on no one. One of the animators even drew a cartoon depicting Katzenberg as Moses, confronting Eisner as Rameses. The caption read: "Let my people go!"—an allusion to Katzenberg's raid of Disney talent. Like his biblical forebear, Katzenberg had endured the hardships and challenges of a journey that ultimately led him to the promised land, i.e., DreamWorks, a place free of corporate shackles, full of lavish perks, and where he, finally, had the freedom to rule. If at one time Katzenberg had been the Zion King (as Disney artists had joked), he was now the Prince of Egypt. And he was preparing his return to the throne. It wasn't just Eisner he was out to show this time. His energies were also directed toward his "friends" who had engineered his second exile—from DreamWorks' live-action studio: David Geffen and Steven Spielberg.

Katzenberg was determined to show that his partners had it wrong, that he was as much a creative maestro as an executive powerhouse; i.e., that he could make, not just commission, art. He wanted respect, of the sort that Spielberg and other "talent" got. And with Prince of Egypt, he was going to show that he deserved it.

POE might as well have been called the un-Disney movie, which was, of course, largely the point. Katzenberg outlawed talking animals. The Hebrew and Egyptian characters in the film were realistically drawn: historical details were accurate thanks to extensive research and a trip to Cairo. The film's tone was sophisticated, grown-up. Emotions were expressed with nuanced depth: when Moses and his people emerge from the Red Sea and the waters close upon the Egyptians, the Hebrews don't jump for joy or break out into song; rather they weep, crumble, smile wearily. There were quicker cuts from scene to scene, a technique borrowed from live-action filmmaking. The whole look of the film was something that could not quite be called cartoony. For visual inspiration, the artists had studied the painterly visuals of David Lean's Lawrence of Arabia, nineteenth-century illustrator Gustave Dore's Bible woodcuts, and Monet, all of which were reflected in moody Egyptian vistas.

Everything was deliberate, and everything was about dynamiting Disney traditions. Katzenberg even went so far as to pin up character designs from Prince of Egypt on the wall, next to those from his alma mater. When he led visitors on tours, he pointed to the drawings to stress how DreamWorks was advancing beyond Disney's technique.

"He'd give these tours and talk about how we were making a break with Disney," said DreamWorks' cohead of technology, Dylan Kohler. "He'd show the different proportions of noses. Or say, 'Here's how Disney does heads, and here's how we do heads. Look how much longer these faces are!'"

"This movie would not have been appropriate had I been at Disney. In no way, fashion, shape, or form would this fulfill the mandate of the Disney fairy tale cartoon," Katzenberg said, adding that comparing Disney films to POE was like comparing "apples to submarines."

Katzenberg's war cry was infectious, and the artists, many of whom themselves came from Disney, joined in the rally. "Prince of Egypt was our first project, we were putting the flag on top of the mountain," said visual-development artist Paul Shardlow. "It was nothing Disney would have done. We all felt the call to stick it to Disney."

But Katzenberg's feelings toward Disney were complicated. While he undeniably detested Eisner, he had adored the Walt Disney Company, for its history, might, and all-American brand. He had always loved taking trips to Disneyland, even if he just whizzed through in less than an hour. He adored hearing about new rides that Disney's theme-park designers, the Imagineers, had cooked up. (After his departure the Imagineers had sneaked him into the park to test out a new ride.) Infused in this love was a belief that Disney people were better than everyone else—hence his muscular poaching efforts. Wherever possible he wanted Disney artists on his movies.

"He had to have Disney writers write the Prince of Egypt script," said Finkelman Cox. And so the Pocahontas writing team of Susannah Grant and Philip LaZebnik was hired to write the screenplay; Hans Zimmer, who'd scored The Lion King, wrote the music to the film; and Stephen Schwartz (another Pocahontas alumnus) provided the lyrics. Codirector Brenda Chapman was a Disney veteran, and her partners Simon Wells and Steve Hickner were Amblimation émigrés who had worked with Katzenberg on Who Framed Roger Rabbit.

Katzenberg also continued the quest for celebrity voices that he'd begun at Disney, stepping it up a notch so that the cast list for Prince read like the seating chart at the Governors Ball: Kilmer (The Doors and Batman Forever) and Ralph Fiennes (Schindler's List, The English Patient) voiced the biblical boys, and the supporting cast included Sandra Bullock, Jeff Goldblum, Michelle Pfeiffer, Helen Mirren, Steve Martin, Martin Short, Danny Glover, and Patrick Stewart.

Aware of the potential for controversy given the film's subject matter, Katzenberg took a proactive stance, soliciting expert views on how the story should be portrayed. He and Finkelman Cox, who was in charge of the outreach effort, went on the road, meeting with hundreds of religious leaders, scholars, clerics, and even a kabbalah expert. They went to the Vatican (twice), sat down with staunch conservatives such as Jerry Falwell and Pat Robertson (the artists refused to come to work those days), and conferred with members of Harvard's Divinity School.

The torrent of opinions led to lengthy discussions on issues ranging from what God's voice sounded like to what kind of hair Moses had. (A meeting over the latter issue lasted six hours as the artists studied various hairpieces.) As to the Almighty's pipes, after a bunch of ideas were tossed (that God sound like a woman or like many people talking at once), in the end the higher power spoke in the voice of whoever addressed him. This meant that God mostly sounded like Val Kilmer.

If DreamWorks was advancing the game with traditional animation, Pixar—and by extension, Disney, which had a distribution arrangement with the company—had been first out of the gate with computer-generated imagery, or CGI. Pixar's Toy Story was the first feature animated film in history that was not hand-drawn but made by computer graphics. A stunning success when it was released in the fall of 1995, the film grossed $191 million domestically on a minuscule budget of $30 million. (Terry Press, who'd been at Disney when the film was released, had overseen its marketing campaign, which included a three-story-high Toy Story-themed attraction in the historic El Capitan Theater in Hollywood.) The New York Times gushed that owing to its "exultant wit" and "distinctive voices," Toy Story was an "aural and visual delight," as well as "the sweetest and savviest film of the year." In the wake of Toy Story, Disney renegotiated its three-picture deal with Pixar, becoming a fifty-fifty partner with the studio on its next five films, though Disney retained the rights to merchandise and any sequels.

Katzenberg was no stranger to Toy Story. While he was at Disney, he'd negotiated the distribution deal between Disney and Pixar, and he was the only one at Disney who believed the film wasn't a lost cause when other executives were arguing that it be scrapped. After one early viewing, when the film was universally declared a "mess" by both Disney and Pixar executives, Katzenberg lobbied on behalf of the film, suggesting that one way to salvage it would be to rework the relationship between the film's two main characters, the cowboy Woody and the space-toy astronaut Buzz Lightyear, so that they were buddies. Katzenberg had urged Pixar creative head John Lasseter and his team to watch some of the most iconic buddy movies of all time: 48 Hrs, with Nick Nolte and Eddie Murphy, and The Defiant Ones, the 1958 classic starring Tony Curtis and Sidney Poitier.

When Katzenberg segued to DreamWorks, he kept in touch with the Pixar gang, keeping them separate from Disney—at least at first. When Lasseter and Andrew Stanton, an artist and screenwriter on Toy Story, traveled from Pixar's base in Emeryville, California, to L.A. to do postproduction work on Toy Story, they stopped by Katzenberg's new office at Amblin. The meeting was friendly, and Katzenberg chatted about what DreamWorks was up to, asking in turn what Pixar had in the hopper. Lasseter and Stanton told him about a bug movie—a humorous, reverse twist on the Aesop fable about ants and grasshoppers, in which, rather than the lazy grasshoppers learning from the industrious ants, the ants are the victims, forced to liberate themselves from the tyrant grasshoppers who steal their food every year. When Katzenberg asked them when the film would be released, Lasseter said Thanksgiving of 1998. Katzenberg noted that that was when Prince of Egypt was scheduled for release.

In March of 1996, when Lasseter received a Special Achievement Award at the Academy Awards for his pioneering efforts in CGI, Katzenberg sent him a chocolate Mr. Potato Head (one of the characters in Toy Story) with the note: "You've Got a Friend," referring to the movie's theme song.

The success of Toy Story was a wake-up call within the animation industry that CGI was more than just an experimental new format. Here, it seemed clear, was a compelling filmmaking tool that, despite the carping of animation traditionalists, had staying power. Toy Story was the first major sign that CGI was no longer a sideline player. "It showed a wealth of possibilities," said David Silverman, a director for The Simpsons, who would go on to work at both DreamWorks and Pixar. "And if you had any sense at all, you realized it was only going to get better."

Katzenberg, an ardent devotee of traditional animation, was nonetheless perceptive about CGI's promise. In the spring of 1996, DreamWorks bought a 40 percent stake in Pacific Data Images (PDI), a special-effects and computer-animation house in Palo Alto. The plan was for DreamWorks to simultaneously produce traditionally animated films in L.A., and CGI films up north. Add to Katzenberg's hectic schedule weekly flights on the DreamWorks jet up to San Francisco. (The plane was actually Geffen's Gulfstream IV, turned over to DreamWorks, which paid for maintenance and operating expenses.) The trips were utterly efficient. Katzenberg would leave at 7 A.M. and be back in L.A. in time for lunch.

The flight was less than an hour and a half, but to executives at DreamWorks, it was a valuable, and rare, amount of uninterrupted time to spend with Katzenberg. "Executives would find excuses to go to PDI," said one insider. "There would be a little struggle, sort of a test of who got the seats. It was really about having a conversation with Jeffrey. DreamWorks is a cult—the cult of Jeffrey Katzenberg. People who do well there really work hard for Jeffrey's favor." The DreamWorks jet was one place to curry it.

Then again, being on a plane with Katzenberg was only about one thing: work. "When I would go on airplanes with him, it was torture for me, because he'd want to do work," said one former DreamWorks employee. "If it wasn't about work, there'd be uncomfortable silences."

At Disney, executive Marty Katz had once tried to knock out Katzenberg—who was taking medication after hurting his neck exercising—with painkillers on a flight from London to L.A., but it had no effect on the robo-exec, who "was still working, and writing, and reading," by the time Katz gave up and went to sleep. When they landed in L.A., Katzenberg suggested that his colleague cancel his car service and accompany Katzenberg back to the office. "I said, 'What do you mean?'" Katz recalled. "'We've been flying nonstop for thirty-six hours! I need to go home, change, go to sleep!'"

The DreamWorks source said that being on a plane with Spielberg was more laid-back. "You get on a plane with Steven Spielberg, and he'd ask about your family, your life ... I would get to know more about Steven, and he'd get to know more about me than Jeffrey ever would, and I'd only see him three times a year."

During one expedition up to PDI, Katzenberg announced DreamWorks-PDI's debut production. The project had been pitched by Nina Jacobson, a live-action executive at DreamWorks, who sold Katzenberg on the idea of making an ant film, specifically: "a nonconformist in a world of conformists—and the lead would be Woody Allen." After Katzenberg described the project, there was a confused silence. Everyone in the room was well aware that Pixar was at work on A Bug's Life. Finally, one PDI employee raised his hand and addressed the elephant in the room.

"Um," he began. "Does it bother you that Pixar's also doing a film about ants?" he asked.

Katzenberg didn't skip a beat. "No!" he said with a mixture of diplomacy and force. "In fact, I think it's great, because ours is gonna be better!"

When the news got back to Pixar, Lasseter was shocked. Feeling completely betrayed, he picked up the phone.

Katzenberg "hemmed and hawed," according to Lasseter, and "started talking about all this paranoid stuff—that Disney was out to get him ... He said he had to do something. That's when I realized it wasn't about me. We [Pixar] were just cannon fodder."

In a company meeting, Lasseter laid into DreamWorks. "It was pretty mean-spirited," said a former Pixar employee. "There was a lot of nasty stuff about Jeffrey and PDI."

Katzenberg was hardly above borrowing ideas. But in the case of Antz, evidence disproves that he was, in fact, ripping anything off, although there's no denying that he was clearly aware that Pixar was making A Bug's Life.

Screenwriter Zak Penn—who wrote the original treatment for Antz with Jacobson—was in New York City with Jacobson the day they settled on the story for an animated movie that Jacobson had come up with. According to Penn: "Nina and I went to this little park in Battery Park City where they have all these little creatures—it's like a sculpture garden in a kids' playground, where there are all these tiny little creatures made out of bronze that are on the ground, and the kids can play with them. And we thought it was so trippy, and Antz kind of rolled out of that."

Penn, who grew up on the Upper East Side block where Woody Allen lived, and who was a devoted fan of the filmmaker, suggested the main character be based on Allen. He also suggested contrasting Allen's outspoken, individualistic persona with a repressive, Orwellian ant colony.

"I think it's possible that Jeffrey did want to do something to compete with the Pixar movie," Penn admitted. "But the idea of doing a Woody Allen movie in an ant colony—Orwell and Woody Allen are my favorite things."

Whatever the film's origins or motivations, Pixar ultimately had the upper hand, as A Bug's Life, which had been in production for some time, was due for release in November of 1998. DreamWorks planned on releasing Antz the following March.

Nonetheless, A Bug's Life would still be competitive with Prince of Egypt, also due out in November, a fact that greatly concerned Katzenberg given the untraditional nature of his film.

Katzenberg's anxiety, doubled with his desperation to win, reportedly compelled him to call Lasseter and ask him to move the release date for A Bug's Life, so that POE would have an open run. In exchange, Katzenberg said, he would stop production on Antz. Lasseter refused, as did Steve Jobs, Pixar's CEO.

"Jeffrey called us and asked us to convince Disney to delay the re-lease of A Bug's Life beyond the holiday 1998 season because that's when he wanted to release Prince of Egypt," Jobs said. "He said if we did that, he would kill Antz. And we said, 'Don't go there.'" (Katzenberg denied making any such calls.)

Katzenberg was going to have to find another way to protect POE, which he did by moving its release up a month, to December 18. Disney retaliated by moving its remake of Mighty Joe Young, a kids' movie about an ape on the loose in Hollywood, to the same month.

Meanwhile, production on Antz, which was written by Chris and Paul Weitz, raced forward. "We'd get up at five in the morning and get on the DreamWorks jet with Jeffrey, who was already on his tenth can of Diet Coke. He was up!" said Paul Weitz, recalling the trips.

Not only was Katzenberg awake, but he was "very specifically addressing lines of dialogue. 'Line 7D, I think we need a third alternate on that for when we go to record with Gene Hackman,'" said Chris Weitz. "And we'd be cringing as this tiny jet zipped along."

Said Paul: "He weighed in on every single part of the process ... I remember him giving us notes on the size of the pupils of the ant characters. He's really detail-oriented. I do believe he's respectful to the director of animated films, but at the same time, if you read David O. Selznick's old memos about Gone with the Wind, they're voluminous. Jeffrey would not have been outdone by Selznick in his attention to detail."