Sometime in the early summer of 1982, Orson Welles ordered a case of Cristal champagne and threw a glittering party. The occasion was a christening. He'd just completed a new screenplay, The Big Brass Ring, and producer Arnon Milchan (then starting out, with Once Upon a Time in America and The King of Comedy in the pipeline) had guaranteed a budget of $8 million for Welles to direct it.

There was one condition: A major star had to be attached for the lead role of Blake Pellarin, a charismatic presidential hopeful who loves to live dangerously, a perpetual one step ahead of the posse from his past. Welles was more than agreeable; he was confident. He'd planned The Big Brass Ring as a thematic bookend to Citizen Kane--a suspenseful intrigue whose jeopardies hinge around the mystery of what makes a great man tick. This, he reasoned, would be catnip to Jack Nicholson, Warren Beatty, Clint Eastwood, Robert Redford, Paul Newman or Burt Reynolds--the top men on Milchan's list--each of whom had expressed awe for Kane and, over the years, in different ways had told Welles: Anytime you need me Orson, I'm ready.

Their refusals were thus painful six times over. One was soft in his no, saying honestly that he just didn't understand the character. Another was hard, responding through his agent: "Sorry, but [I'm] busy for the next four years doing real movies." Still another told Welles that the homosexual tensions shadowing the hero would be bad for his image. Eastwood's refusal was interesting: He told Welles he was planning a political career of his own, and for the moment couldn't afford to sow confusion by playing a politician with Blake's problems. Beatty's response was a bit of princely cruelty: He said yes, but demanded final cut--a condition he knew Welles would never agree to. Nicholson's response was the most depressing, given how loudly he later carried on about all that Welles meant to him: He said he'd do it but wanted twice the $2 million offered. With that, the deal fell apart.

"Orson always understood why the studios never wanted to finance his movies," Henry Jaglom observed to the L.A. Times, years later. "He knew his name didn't guarantee them a profit. But he never understood how people who had wanted to be his friend, who talked publicly about how great he was, wouldn't help him when they had the chance."

Jaglom had been the earliest champion of The Big Brass Ring, encouraging Welles to write it, putting him in touch with Milchan. A still deeper assist had come from Oja Kodar, the Croatian artist who was for 20 years Welles' companion and collaborator. She helped with the actual writing of the script, improvising into a tape recorder with Welles to create Cela Brandini--the relentless political journalist (closely based on Europe's real-life nonrelenter, Oriana Fallaci) whose quest for the truth threatens to bring the presidential hopeful crashing to earth. Kodar worked with Welles on Big Brass through 1981 and half of '82--a period when most of the world thought the director of Citizen Kane was washed up and unproductive, a cultural poltergeist forever reduced to appearing in wine commercials. What Kodar, Jaglom and other friends like Peter Bogdanovich knew was that Welles was, if anything, more productive than ever.

What money he made from all those wine commercials, he pipelined directly into his private armada of independent film productions. Twenty gorgeous minutes exist of The Dreamers, an adaptation of three interlocking stories by Isak Dinesen that Welles worked on throughout the '80s. When he died, four films--Don Quixote, The Merchant of Venice, The Deep and The Other Side of the Wind--sat unreleased on his shelves, more or less complete but blocked by a myriad of mishaps and legal battles that were the tragic fallout of his pioneering efforts to remake himself outside the Hollywood mainstream.

For Welles was the original indie filmmaker. Not the first--the margins of film history abound in cranks, entrepreneurs and inspired amateurs--but the "original" in that he was the first established director with the nerve and ingenuity to break away from the studio system, finance and shoot his films guerrilla style (often with his own money), only to seek distribution after the fact.

The myth that Welles never made a film to rival Citizen Kane has clouded his reputation for decades, though the smash success in 1998 of the recut Touch of Evil has lifted that fog a bit. In the next two or three years, we may see The Other Side of the Wind--a kaleidoscopic cyclone about the last day in the life of a great film director, starring John Huston, which Welles filmed in the 1970s. We may see Don Quixote and The Deep. And yet--strangely enough--it is as a writer that he will be making his surest mark in the immediate future.

One doesn't usually think "Written by Orson Welles." Much as he was a credited writer on nearly all his films, his best work was done with a partner (Herman Mankiewicz, Citizen Kane), a predecessor (Paul Monash, Touch of Evil) or was adapted from other sources (Magnificent Ambersons, the Shakespeare films, The Trial, Immortal Story). Nevertheless, in the last decade of his life, having discovered a steady partner in Kodar and finding himself with no choice professionally but to get his ideas on paper, Welles blossomed as a writer, and a number of those scripts are now finding their ways to the screen, in the hands of other directors: The Cradle Will Rock, an autobiographical piece about the New York theater scene in the '30s, is being made by Tim Robbins; The Dreamers has been optioned and is in the planning stages. Even The Big Brass Ring has found backing, not to mention a leading man--William Hurt--and has already been filmed, to premiere in 1999, under the direction of George Hickenlooper.

This is where the notion of "written by" becomes intensely personal, because as it happens, I collaborated with George in adapting the Welles script. The path to this partnership was circuitous. Before we got together, it was a dream we had pursued separately since 1987, when The Big Brass Ring was published in a limited edition of 1,000 copies. Unaware of one another's existence, George bought one and so did I--and at separate times and in separate ways, we both fell in love with the story. A certain amount of Welles-worship was the motivator in both cases, but personal passions were involved, too.

George, grandnephew of late Iowa senator Bourke Hickenlooper, grew up in a world of privilege and political action that endowed Welles' little parable with a dreamy familiarity. As he later told me, "This enormous gap between a person's public persona and their private self was a phenomenon I'd been witnessing for most of my life. I didn't think of The Big Brass Ring as an opportunity to make a 'new' Welles film. There's no way any other director can ever substitute himself for Orson Welles, but I thought the story itself would be a great opportunity to pay tribute to Welles on the one hand, and on the other say something entirely personal and authentic."

With the success of Hearts of Darkness--the acclaimed documentary about the making of Apocalypse Now he directed in collaboration with Eleanor Coppola and Fax Bahr--Hickenlooper was in a position to pursue the rights to The Big Brass Ring, which he secured in 1991. From there, he spent seven years working the festivals, taking every meeting he could, working with a changing cast of producers and attaching actors of every stripe to one or more of the key roles.

Ian McKellen, Nigel Hawthorne and Malcolm McDowell were, at various times, committed to play Dr. Kim Mennaker, the role Welles had written for himself--that of a fallen political genius, a one-time presidential hopeful brought low by his homosexuality. Christopher Walken and Patrick Swayze were actively attracted, at different times, to the role of Blake Pellarin. Billy Bob Thornton (whom George directed in an early, 30-minute version of Sling Blade available on home video) briefly discussed taking a crack at the adaptation, and playing one of the smaller roles. Sissy Spacek and Julie Delpy had expressed interest in Blake's wife and Cela the reporter, respectively. People came and went: Other commitments led McKellen and Walken astray; an ill-calculated effort by one of the producers to get a firm but premature commitment out of Swayze caused the actor to retreat in suspicion. (Years later, when William Hurt was slow to commit, the pressure was again on George to force an agreement, but he resisted--no need to learn that lesson twice. "Let William say yes when he's ready to say yes," George told the producers--and in his own time, William did.) The wildly divergent differences in artistry and range that distinguish Hurt from his many predecessors may seem staggering, on the surface--but Welles had written characters of Shakespearean potential, archetypes that could be made flesh from any angle. As the months stretched into years, and those years added up to a near decade, George kept his hopes alive by becoming a rare and difficult thing: a flexible realist.

My own approach was the opposite: I'm a daydream believer. When I first read Big Brass in 1991, I fell in love with it for personal reasons, too. A dangerously balanced screenplay of which I was extremely proud had just been killed off by the producer who hired me to write it, after a year and a half of work. I was literally staggering around the house in search of solace when I finally sat down to read Big Brass: Its dark beauty, disobedient pace and long, wonderful stretches of meditative dialogue sang to my spirit like no movie that had ever been made.

I thought, why not make it myself? After all, Citizen Kane was the work of a first-time director. I yearned to see Blake Pellarin, Cela Brandini and Dr. Kim Mennaker drawing breath on the big screen. The characters were so alive in me it was as if I had closed a book and suddenly found myself pregnant. That crazy whimsy prompted me to write an impassioned letter to Oja Kodar, though I had no address for her. A series of mystical coincidences lit my way: I ran into Henry Jaglom at Book Soup--we had a friendly acquaintance; I was in the room once when he called my late friend Jerry Harvey with a message from Welles--and I asked him, "Hey Henry, do you happen to have Oja Kodar's address?" He did.

Then I went through a second crisis: I reread the script and thought, "This thing begins on a yacht, with a guy who wants to be President. When have I ever been on a yacht? What do I know about being President?" Now I was speaking to the open window: I said, "Hey, Orson. If you want me to do this, send me a sign." An hour later, the phone rang--it was my friend Irene Miracle, who had just taken a job with Jerry Brown. "Jerry's thinking of running for President and he's looking for a speechwriter. I told him all about you. Come see him tomorrow, there's a big party on a yacht." (I went, I worked briefly for Brown--who told me with a smile, as he accepted one draft, "I don't have speechwriters." The line, and the smile, are both in the film.)

Despite its American cast, despite its American theme, Welles had set his story in Spain. I was about to go to Spain that summer, for a wedding--so I took a sketchbook and spent a month touring every location Welles described, scribbling and dreaming. By the time I returned, there was a message on my machine from Oja Kodar: "Unfortunately, your letter reaches me too late. I have just sold an option to someone else--but I am not sure how that will work out. So, keep in touch." She didn't say who my competitors were--it would be a year before George's name came to my attention--but I didn't let the news defeat me. I was on fire with mystical purpose. I decided to persist, with the rather naive faith that somehow, some way, the characters I was now voluminously carrying inside me would somehow come forth into the world.

Three years later, while holding down several part-time gigs, working 12-hour days but rising at dawn to address Big Brass, I finished my adaptation--one careful in its faith to Welles' intentions but, I hoped, bold and heretical in its guts, with a clarity that would allow it to make sense in the absence of Welles as a director. (As Welles scholar Jonathan Rosenbaum writes in his superb afterword to the published screenplay, "We are obliged to read the script as a libretto for the music that Welles's diretion would have bought to the material.") For a brief moment, the rights came into the open. I sent my adaptation by DHL to Oja's address in the former Yugoslavia--then still cut up by civil war--only to learn too late that DHL doesn't deliver to civil wars. (Apparently, they went as far as the Austrian border and kicked a field goal with it in the approximate direction of Zagreb.) By the time Oja had my script, George and his producers had once again secured the rights.

At this point--in despair at last--I was thinking, "Okay Orson, send me another sign." And not much later I found George's home phone number staring at me one afternoon (it had been scribbled by chance, years before) while sorting a sheaf of notes to be thrown away. After a long walk and a conversation with my heart, I made a firm decision to jettison my own dreams of directing the picture.

This was a choice I knew to be smart when I was making it--and not only because George has proved to be exactly the right director. There is great creative power in renunciation, if you've really embraced the thing you're turning away, and if your mind and heart are still focused clearly on their original goals. My original goal was to see Blake, Cela and Kim on the big screen. If they could be kept true to Welles' original intentions, then any other step taken in their realization would be fair game, and, come what may, true to Welles' advice to all filmmakers: Be bold.

We met, we swapped scripts, we hit it off. George liked my adaptation so much that he trusted me to rewrite from page one, solo, saying the words every writer loves to hear from a director: "Go wild." Better still, he backed these words up when I finally turned in the script, six weeks later, enouraging me to go still wilder and further when there was a problem. It's telling--another sign from above?--that from the instant George and I got together, everything began to happen quickly. The rewrite was accomplished in six weeks. Those six previous years of inch-by-inch adaptation had served me well, in terms of penetrating the characters: It seemed as if now, they were telling the story.

Before I came aboard, William Hurt, who had read an old draft, said no to the part of Blake. Nigel Hawthorne--long a champion of the project, relishing the prospect of playing Dr. Kim--convinced him to take a second look, which coincided with my submission. The two men had never met face-to-face, but shared an agent and a wish to work together. (And therein may lie a valuable object lesson for anyone trying to cast his script--get a great actor passionate about one of the secondary roles, and great lead actors will follow.)

By the time I'd done three quick rewrites under George's direction, both men were so enthused that we were able to win them for fees well below their usual. (Take that, Jack Nicholson!) With two giants like Hurt and Hawthorne "ready to dance," as William laughed when he said his yes, it became easy to attract Miranda Richardson, Irene Jacob and Ewan Stewart to the supporting roles.

From the moment the project was announced, people have asked: How could you adapt Welles? (Sometimes they didn't ask--they'd exclaim: "How could you!") Did you have to make big changes? Weren't you intimidated?

We've remained true to Welles in every one of his eccentric essentials: The presidential hopeful still steals his wealthy wife's necklace, and heads upriver in a little launch to have a secretive encounter with his old mentor. (The river was the Congo in Welles, the Mississippi in ours, but the feeling of archetypal journey is preserved intact.) When we meet Kim, he's got a monkey on his shoulder and a pair of naked women playing backgammon close at hand. Characters spar with each other in quick jibes, peppery jokes, and ruminations about fate, and Blake is ultimately obliged to confront the central figure from his past. In Welles' script, this ghostly person was a mistress--in ours, a long-lost brother. This is the one radical liberty we have taken, and we've done it mindful that Oja Kodar, Henry Jaglom and Jonathan Rosenbaum will one day be sitting in judgement of the result. Our reasons were partly practical--a mistress is no longer the kind of secret that can destroy a presidential hopeful, in America post-Clinton--but a more profound consideration applies, too, which is that Blake's anquish, his capacities as a leader, a lover, an amateur thief and possible killer, all register more tellingly if his guilt and shame are directed at a betrayed blood-relative.

In writing free of the script, we sought inspiration from the life: Welles himself had a ghostly relationship with his schizophrenic older brother, Richard--a derelict to whom he provided lifelong income but whose path he crossed no more than once or twice after becoming famous. This is a topic Welles never touched on in any of his films, doubtless because the pain was too deep. We broached it in his honor, not to "improve" Welles or invade his privacy, but to enter those uncharted spaces his death left unexplored, where his deepest sorrows may break bread with all of ours.

Beyond that, only the film itself can answer. As of this writing, the film is being carefully fine-tuned. The festival route beckons--perhaps Cannes?--but such considerations are secondary. What matters is that a dream has been brought to life--one that, for mysterious reasons, doesn't belong to George, me or even Orson Welles. It seems to belong to the characters, in whatever heaven they originate. One can only hope we've done them justice, and pray that when the time comes, the audience will send us a sign.