By: STEVE HOCHMAN, January 24th, 1999

"My early life was chaos," he says in a man-of-the-people tone that contrasts with the immense wealth backing his gubernatorial campaign. "Growing up, first without a father, then without a mother--an orphan?--I was literally saved by school. And I promise you this! As governor, I will repay that debt."

It's the kind of scene that's been inescapable in cinema ever since Orson Welles laid the iconic blueprint down in his 1941 classic "Citizen Kane." We've seen it echoed, parodied and downright ripped off in everything from "The Candidate" to "The Simpsons." It's a scene that's been stamped on real-life campaigns, a part of our collective consciousness of what a political rally looks like.

But this scene being shot in a small Alhambra auditorium, with William Hurt playing Pellarin, has something over the others. This isn't imitation Welles. It is Welles.

The film-in-process is "The Big Brass Ring," based on Welles' final script, written in his declining years when he was persona non grata at the Hollywood studios. It was intended to serve as the bookend to his film career that had begun 40 years before, gloriously, with "Kane."

It wasn't to happen--Welles died in 1985, having been reduced to doing commercial voice-overs and the talk-show circuit to keep some cash flowing in.

But since then, the script, on which he collaborated with his companion Oja Kodar, has had a journey almost on the scale of the saga of Charles Foster Kane itself: Dismissed by Welles scholars and Hollywood power brokers alike as an unmakeable, even embarrassing last gasp, it passed through the hands of such stellar figures as Steven Spielberg, Warren Beatty and Robert De Niro--all of whom eventually passed on the project. It became largely forgotten as another sad footnote on Welles' legacy.

Yet here it is resurrected, drastically rewritten, but actually being made. The cast includes Oscar winner Hurt ("Kiss of the Spider Woman") in the role of scheming yet idealistic Pellarin, but also Oscar-nominated and just-knighted Nigel Hawthorne ("The Madness of King George") as his mentor-turned-tormentor Kim Mennaker--the role Welles wrote for himself--as well as the Oscar-nominated Miranda Richardson ("Damage," "Tom and Viv") as Pellarin's put-upon, moneyed wife and French film star Irene Jacob ("Red") as an ambitious TV reporter determined to uncover a secret greater than Rosebud.

The origin creates curiosity; the cast gives it credibility. That's enough to have drawn an invitation to screen the film for Cannes festival officials, who want to consider it for this year's roster of buzz showings. Now in the final stages of post-production, it will be sent to Paris for a viewing next month. There has also been talk of showing the film later in the year at the L.A. Independent Film Festival.

But "Brass Ring" is more than just a history project, say those involved with the film. "People shouldn't come to see this expecting an Orson Welles film," says George Hickenlooper, who co-wrote the script adaptation and is directing the project. "They'll be disappointed. It's a George Hickenlooper film, adapted from Welles. Undoubtedly there will be comparisons, but they'll be uneducated comparisons."

For Hurt, the Welles tie is a matter of artistic philosophy, even spirituality. The project represents a chance to redeem a sense of idealism that he finds too rare in cinema today.

"Welles was irreverent," Hurt says with typical passion, during a break in filming. "In his defense of artistic integrity he was definitely a rebel. The jury's still out on what could have or would have been with Welles--and on who's to blame. But the early days, . . . that is when it was most populist in the purist sense. That's a reason to be working with people like these, whose hearts are in the right place."

Who would dare rewrite Orson Welles? Who has the audacity to direct something the great one meant for himself--a feat of hubris that could only be termed, well, Welles-ian?

The sight of Hickenlooper at work does not conjure images of the late icon. Any comparison ends with their height--both well above six feet. On the set, Hickenlooper carries himself relatively meekly--no booming voice, no autocratic decrees, no flurries of unchecked ego.

"He's unprepossessing--not autocratic, tends to listen to certainly the actors, but also the other people around him," says Donald Zuckerman, who with partner Andrew Pfeffer is co-producing the film and who has worked with Hickenlooper on several projects.

"George may not be the most experienced director," says the actor. "But he's a wonderful and intelligent man."

Hickenlooper--whose credits include the short "Some Call It a Sling Blade," which its star Billy Bob Thornton later expanded into the acclaimed "Sling Blade," and the "Apocalypse Now" documentary "Hearts of Darkness" which he co-directed--uncomfortably shies away from any suggestion that he has dared place himself in Welles' shoes either as writer or director.

"That would really be artistic suicide to even assume how Welles would direct this," he says. "He was a masterful director in the same way as [Billy] Wilder or [Alfred] Hitchcock or [Stanley] Kubrick, and certainly they're all influences on me. But I have my own sensibilities, and I have to go by that."

Not that he and co-writer F.X. Feeney didn't pay homage to Welles in their work. (Feeney, an L.A. film critic and historian and onetime speech writer for Gov. Jerry Brown, had also been drafting a rewrite of the original script before he and Hickenlooper teamed.) They included numerous nods to him, not just from "Kane," as in the political rally, but also such things as setting a climactic scene on a Ferris wheel a la "The Third Man," in which Welles played villain Harry Lime.

In any case, the story in the hands of Hickenlooper and Feeney is radically recast--Welles had Pellarin off in Spain suffering a crisis of confidence after losing a race for president to Ronald Reagan (it was written before Reagan became president); Hickenlooper moved the story in the midst of a campaign for governor of Missouri (his own home state).

"I'm sure there are a lot of Welles scholars who will be upset we did this, but their obsession is with Welles, the director," says Hickenlooper. "He had probably the strongest persona in cinema, and we're not tampering with that."

One certainly against the project is filmmaker Henry Jaglom ("Eating"), Welles' confidant and cheerleader in the director's later years, who pushed Welles to finish the script and knocked on many doors trying to get it made at the time. Now, though, he believes it should be allowed to rest in peace with its creator.

"George is nice and he's talented and I wish him well," says Jaglom. "But it's not going to be Orson Welles' movie, so it's frustrating that he's taking Orson's characters and putting them in a new context. So for me, it's grave-robbing."

Hickenlooper has discussed the matter at length with Jaglom and understands the concern, but finds it misguided.

"I looked at [Welles] as a writer, only a writer, for this film." he says. "I adapted his work as I would have a Tennessee Williams play. F.X. and I took it upon ourselves to make the setting work contextually for us. Welles wrote the script almost 20 years ago, and there were story points and elements of the script that needed to be brought up to date.

"I certainly didn't get into this project to exploit Orson Welles' name, to use his name to launch my own career. That's not something I'm interested in. I simply fell in love with the story."

For Hickenlooper, 35, fascination with the political machinery of "Brass Ring" came naturally. His great uncle was governor of Iowa, and other family members were involved in politics as well. The mix of art and politics comes even more directly--his mother headed up a guerrilla protest theater troupe in San Francisco in the '60s, while his father was a playwright and theater professor who "would drag me to see Orson Welles films."

After graduating from Yale in 1988, he headed for Hollywood, taking such jobs as a gofer for indie guru Roger Corman. Around that time he came across a reprint of Welles' "Big Brass Ring" at Book Soup in West Hollywood and was hooked. As his career progressed he kept the idea in the back of his head to tackle the Welles script, seriously pursuing it starting in 1991.

"Various incarnations of a screenplay were attempted--six or seven drafts," he says. "Christopher Walken became involved. Patrick Swayze was involved, and then Malcolm McDowell."

To attract interest, Hickenlooper directed a short of McDowell reading some of Welles' original "Brass Ring" material, but financing was not forthcoming. Then Hawthorne got hold of the script two years ago, and the project took an upward turn. After squabbles with producers--who threatened to take the film away from him and look for a new director--Hickenlooper discovered that the producers didn't actually own the rights to the original material. So he called Zuckerman and Pfeffer, who had produced his films "Dog Town" and "The Low Life," and a deal was made with the Welles estate.

A few days later, Hurt--who had seen some early drafts but hadn't pursued the project--developed new interest, cemented by the potential of Hawthorne's involvement. "I heard Nigel was interested, and I can't tell you how highly I think of him," he says.

The feeling was mutual, and with the pair in place, the other elements fell in line--not least of which was financing, via international distributor New Image. The company was looking for projects to expand beyond its base of action and exploitation films into more intellectually meaty releases via its Millennium division.

"No question that Orson Welles is a major part of the appeal," says New Image Chairman Avi Lerner in a phone interview, noting that European pre-sales of the movie have already covered more than 75% of the cost of the modestly budgeted $7-million film. "But it was George describing how he intended to make the movie that made my decision to invest. And the cast--talent like William Hurt, Nigel Hawthorne, Miranda Richardson--you cannot say no."

This production comes at a time of resurgent interest in Welles-related material (see story, Page 68). Sitting in his location trailer in the elegant dressing gown to be worn in the next scene, Hawthorne reaches into a satchel and pulls out a copy of "Rosebud: The Story of Orson Welles," a 1996 biography by David Thomson.

"I play the character written for him, so I'm a lucky guy," Hawthorne says. "Though my girth isn't as grand or my voice as resonant, and I haven't faltered down the Wellesian path."

He opens to the latter part of the book and reads aloud, with his distinguished, Shakespearean inflection, " ' "The Big Brass Ring" is as bad as anything Welles ever did or attempted. The script is deficient as suspense story. . . . Its structure and unfolding are cockamamie. . . . The characters are cardboard, filled with literary talk of the most wearying pretension.' "

Hawthorne looks up, allowing the definitive brutality of that assessment to sink in, before turning the page to another passage.

" 'It is also very Welles, and the work of someone who was no longer well or strong enough to keep up the mask of worldliness,' " he reads. " 'Never made, "The Big Brass Ring" should never be forgotten--or abandoned as a vital, illuminating footnote to the egotistical drama and despair of Kane.' "