If you build it, they will come. And, man, oh, man, did they build it on the sound stages of London's Pinewood Studios, with ALW as the main producer - and co-screenplay writer.

There's been no outcry over the casting of little known Emmy Rossum as Christine Daae? Didn't that British songbird Sarah Brightman go on to bigger things after all she could ask of ALW?

ALW and Schumacher rightly point out that in the Gaston Leroux novel, Christine is a teenager. Rossum, who trained with the children's chorus at the Met [the accredited acting school she studied with is not mentioned] and went on with some of the biggest stars in the opera world, was only 16 when she auditioned for the part.

Yet there are some who are refusing to see the film because Crawford, who originated the title role in the West End and on Broadway, at 65, isn't playing the role. Why? How many tickets, buckets of popcorn and half-gallon containers of Coca-Cola would Crawford's name above the title sell to those "millions" who love ALW's music and haven't been able to afford to travel to a theatre near them to see POTO onstage.

As ALW's POTO lyricist Charles Hart [see below] says, It's Andrew Lloyd Webber's name above the title that fills the seats.

There's quite a long list of moviedom precedent for Crawford not repeating his role onscreen. The Merm, no spring chick at the time, didn't get to play Rose onscreen. Mary Martin, no teen at the time, didn't get to play Maria onscreen. Julie, who did, didn't get to play Eliza, for whatever reason some very stupid person came up with. The cast of ACL didn't get to play themselves in the unacclaimed screen adaptation. Did Dottie get to portray Mrs. Hannigan when Annie was disastrously brought to the screen?

Director Joel Schumacher and Andrew Lloyd Webber
on the set at London's Pinewood Studios.

[Photo: Alex Bailey/Warner Bros.]

Schumacher, who came up the ranks as a costume designer and screenplaywright [Car Wash, The Wiz], and ALW decided early on the film adaptation would have to be "sexed up" because they were unsure audiences would sit for opera arias and pop opera. You may have noticed nothing remotely operatic is heard in the trailers and TV spots.

"The choice to use young people - Gerard Butler and Emmy Rossum," says ALW, "makes it more real."

Says Shumacher, "Christine's relationship with Raoul is her romantic awakening as a teenager, but her pull towards the Phantom is a very sexual, very deep, very soulful union. Perhaps, if he wasn't disfigured or so violent and insane, someday they could have been together."

Maybe that's what the lyrics of the new song, "Learn To Be Loney," written for the film - actually for the end credits crawl - is all about.

Butler's most daunting task was singing with half a mask covering his face. It took some nine hours daily in makeup for the look that is eventually exposed under the mask. "They glued my lower eyelid down and kept it in place with a piece of string that wrapped around my face and down my back." He adds that it was excruciating when makeup from the hot lights and perspiration got into his eyes. To cleanse his eye, dabs of alcohol were applied. "By the end of the day, I was screaming."

Rossum claims that wearing tight corsets 14 hours at a time "has probably deformed me for life! I was 16 years old and still growing when we shot the film. There were moments when I could barely breathe." She reports that on one occasion she actually hyperventilated and almost passed out.

Can you imagine a gloved Crawford with 18-year-old Rossum in his stranglehold and rubbing all around her torso and thighs? The cops would be raiding theatres showing the film in Boston and throughout the South!

On the other hand, the 35-year-old Butler said it was "exciting" making screen love to young Emmy. She said she didn't mind it at all either ó nor with younger Patrick Wilson [Raoul]. She even based her May-December sensual attraction to the Phanton on an affair she was quite familiar with: the romance between choreographer/mentor George Balanchine and his ABT diva ballerina Suzanne Farrell.

The big screen doesn't hide age as well as stage lighting, make-up and the distance from the proscenium. Overlooking that, Crawford should be eternally banished for shaming his stellar reputation by appearing in the "Broadwayized" Dance of the Vampires and insisting on some of that vulgar shtick derided by the critics and many of his fans. [However, he's back: stealing the show on the West End in ALW and David Zippel's The Woman in White as Count Fosco, the charismatic Italian villian.]

This writer recalls running into a woman coming out of the Minskoff in tears and asking if she'd been hurt. Her response: "Yes, by Michael Crawford. After seeing him a dozen times in Phantom, I've been a devoted fan. Now, I feel so betrayed."

Crawford may have had lots of fans outside the theatre, but not so many backstage. Some theater insiders wonder how much of La Carlotta [especially Minnie Driver's spin on her in the film!] is actually based on Crawford - his backstage antics and demands, keeping his dressing room door always closed so that even his leading ladies had to make an appointment to see him.

It turns out, none of it. "I spent a lot of time when I was younger with my family in the Bay of Naples, and we were always running into this woman, who was beautifully dressed and with her dogs, who frantically yelled demands to her husband. I sort of channeled her. "

The casting of the POTO film wasn't the only thing Lloyd Webber rethought. He had always envisioned his score backed by a full symphony and here, under the supervision of veteran conductor/musical director onstage and film Simon Lee and ALW's collaborator, orchestrator David Cullen he got his wish. At London's Abbey Road recording studios, Lee led an orchestra that varied from 28-pieces to, when ALW felt the urge, 105 strong. The sound of the music of the night is as sumptuous as the authentic period look of the film.

Since films have much more underscoring than stage musicals, Sir Andy had the opportunity to compose more than 15 minutes of new music for the film the new backstory and other sequences.

You may agree - and then you may chose not to - that one of the real stars of the film is production designer Anthony Pratt, who brilliant look of the stage original by the late Maria Bjornsson to a new degree of detail and opulence.

Pratt says he was drawn to the daunting project because of the great design possibilities. For research, he culled through the works of such artists of the period as John Singer Sergant, Caillebotte and Degas - and toured the Paris Opera House for concepts suitable for such a sweeping gothic romance.

Speaking of gothic romance, someone must have based Patrick Wilson's look as Raoul on those famous romance novel covers featuring the now forgotten Fabio and his flowing locks and heaving chest.

Actual locations, such as famous opera houses of Europe were not good enough for this film. Pratt built sets, including an 886-seat opera Opera Populaire, loosely based on the Paris' Opera Garnier, the largest opera theatre in the world, on eight stages at London's Pinewood Studios.

"The Paris Opera is beautiful," notes Schumacher, "but it's a huge municipal building with a bureaucratic feel. I wanted the Opera Populaire to be intimate, to feel like a sexy female character, rather than just a building."

Pratt noted that he endeavored to establish a macabre quality in every set. You'll notice that especially on the sensuous gold-hued figures with lyres that entwine, as they do in the stage production, around the proscenium.

One of the most spectacular details of the auditorium design is the chandelier that we all know will eventually come crashing down in the Phantom's wrath. Three versions were created: a "hero" piece for day-to-day filming; a "stunt" replica for shooting the crash; and the magnificent electrified version outfitted with 20,000 Swarovski crystal pendants.

A stunning aspect of the film are Schumacher's tracking shots upstairs, downstairs and throughout the backstage world and auditorium of the Opera Populaire. These sets were build in a Pinewood Studio service passage, which allow cinematographer John Mathieson [Gladiator] to move his camera seamlessly between the action taking place onstage, in the fly space and in the bustling workshops.

Fourteen sculptors created the oversized Paris rooftop and cemetery statues that bear a striking similarity to those of Rodin.

Pratt, impressed with Bjornsson's clever designs for the Phantom's lair onstage, designed a long corridor and a seemingly endless spiral staircase. "The deeper the Phantom descends with Christine," he says, "the richer and more macabre the architecture, illuminated by torches [and candles that burn as they emerge from the subterranean river], becomes."

Costumer Alexandra Byrne also did heroic work, especially with the over-the-top haute couture for reigning diva La Carlotta played with great fervor by Minnie Driver, who walks off with every scene she's in. "It was quite a challenge to do anything wearing those fifty-pound dresses and thirty-pound wigs," said Driver.

Some back story: ALW's musical phenomenon The Phantom of the Opera is the largest grossing stage or screen production in the world, having garnered worldwide box office receipts over $3.2-billion.

Since its 1986 debut in London's West End at Her Majesty's Theatre, the musical has reached an estimated 80 million people. More than 65,000 performances of Phantom have been staged in 18 countries. Productions of Phantom have earned over 50 major awards, including three Olivier Awards, seven Tony Awards, seven Drama Desk Awards and three Outer Critic's Circle Awards.

The still-running Broadway production at the Majestic, now starring Hugh Panaro, opened in 1988 and has been well-maintained. It's the second longest running musical in Broadway history [after ALW's Cats], seen by more than 10 million. At the end of January, it enters it 17th year.

Panaro sees the Phantom as a tragic figure. He explains that there are circumstances in his own upbringing that gave him insight into how to portray him. "Growing up in Philadelphia, I was chunky and teased constantly about my weight. I was made fun of and called some vicious names. It's something that stays with you, something you don't forget. I can tell you the name of every kid on my block who made fun of me! If I was as extreme as the Phantom, I'd probably have thrown darts of flame at them!"

The POTO West End Original Cast Album, featuring Michael Crawford and Sarah Brightman as Christine, with sales in excess of 40 million copies is the biggest selling cast album of all time.

Long after the film version has seen it's run and makes the transfer to DVD, a POTO will still be seen somewhere, everywhere. A plan is afoot to create an even more lavish stage version for Las Vegas' Venetian Casino and Hotel, where in 2006 a 90-minute version opens in a $25 million state-of-the-art theatre, built specifically for the production. Among other cutting-edge effects, it will boast an onstage lake for the Phantom's lair and an exploding chandelier.

"Phantom is a very personal piece in my career," says ALW. The idea of transferring it to film has been in the works for some time. "After taking Phantom to Broadway in 1988, I approached Joel [Schumacher] about helming a feature film version, I was impressed by his vampire thriller. The Lost Boys. Joel had an incredible visual sense and his use of music in the film was exceptional. One of the great joys of collaborating with him is that he has a great ear for music. He really gets it. He understands how the music drives the story."

In the wake of ALW's divorce from muse and original Phantom co-star Brightman, he postponed production of the film. At various stages since, he asked Schumacher to collaborate on the adaptation, but the director was unavailable.

Fate and good timing finally collided in December 2002, when they met again. ALW proposed they launch the long-delayed production. "I'd just done a series of gritty, more experimental films than the mainstream blockbusters I'd been associated with in the past," Schumacher says [8mm, Flawless, Tigerland, Veronica Guerin and Phone Booth]. "I've done so many different genres, but never a musical. It seemed like a huge challenge and I like that."

My last sit down with ALW was in 1994 [Disclosure: I was Director of Artist Relations at MCA/Univlersal Pictures at the time of the concept album Jesus Christ Superstar and worked closely over a year and a half with Lloyd Webber (and Tim Rice). They were the subject of my first book, Rock Opera], at which time he announced with some fanfare that he planned to take a hiatus and concentrate on doing something he's long wanted to do -- an original movie musical.

That hasn't happened. [It was going to be Starlight Express, which ALW originally envisioned as an animated feature, "but," he says, "it was shot down by those who advised there was no future in animated films!"]

At the time, he spoke quite frankly, wondering if he could follow the enormous success of POTO. His next show [1990] was radically different, small and sophisticated, Aspects of Love, based on David Garnett's 1955 novel about multiple infidelities. He was a great fan of the book. Lloyd Webber said that Aspects was his personal favorite, "but I don't think we quite got it right. Christopher Hampton [Les Liasons Dangereuses, book of Sunset Boulevard] told me that if I ever do a movie of Aspects, it should be a bit sharper, sexier, and funnier and not so stark. That's probably it! Hindsight is 20/20!"

He expressed his immense dislike for the "Folies Bergeres" concept of his first Broadway blockbuster, Jesus Christ Superstar, written with Tim Rice. "There was no relevance [in the avant garde staging by Tom O'Horgan] to the music we'd written," he explained. Lloyd Webber said

The failure of Jeeves, his 1975 book musical with Alan Ayckbourn based on the P.G. Wodehouse character, he admits has taught him many lessons, "especially about the importance of visuals. After Hal [Prince] saw it, he told me 'You can't listen to a show. if you can't look at it.'" Of his two collaborations with Prince, he noted, "Hal has always been absolutely spot on. We've had a very charmed experience."

After their Evita success, Prince, who had earlier attempted to secure the rights to JCS [he missed out by having the wrong address for a meeting with ALW], was anxious to work with ALW again. However, when they discussed Cats, recalled ALW, "Hal didn't think it was the best idea. After the politics of Evita, he wanted to know if there was going to be an Israeli cat, and so on. I told him, 'No, it's just about cats.'"

It didn't get easier. Everyone asked, "A dance musical, based on poems [by T.S. Eliot]?" Before England's choreographer Gillian Lynne and director Trevor Nunn came aboard, ALW was turned down by "a long list of American choreographers and directors."

He also disclosed that representatives of Warner Bros. [the North America distributor of the POTO film] pulled out their 50,000 pounds after he played the score. He told them, "Just remember, fifty percent of the world hates cats and fifty percent loves them. I'll happily go with the fifty percent who love them."

He did, but had to mortgage his home to secure the financing. Cats became - depending on which 50% you spoke to, the most loved or most hated musical of all time. But, now and forever, ALW will be laughing all the way to the bank.

In a smart move, which didn't turn out too smartly, he took his Really Useful Company public in the 1980. He made an elaborate deal with Polygram for his song catalog, only to spend nearly a hundred million in 1999 to buy it back. ALW has admitted one incentive for finally POTO onscreen pay off loans of his organization.

He's not bragging when he says, "I'm a bad businessman and I've not always been very well advised."

Don't cry for him, anyone, for he not on the way to the poor house. He owns a chain of West End theatres and a huge wine collection. Though he quips that he hasn't been in a financial condition to buy the type of art he loves lately, what he has is the envy of a nation: a collection worth in excess of $380-million.

Asked if he had changed his mind about writing sung through musicals, he replied "In some musicals, there are circumstances where the dialogue must take over. I enjoy using music as a color within to underscore dialogue." Though he loves orchestrating, he's had to turn more and more of it over to long-time collaborator David Caddick because of time restraints.

At the time, his old nemesis Frank Rich, formerly The New York Times chief drama critic, had moved to the Op-Ed page, a move he certainly championed. Of the countless pot shots Rich took at his work, ALW stated, "I don't know how to explain it, except that he must hate me."

Asked to comment on the oft-made suggestion that he copies elements of the great composers, ALW said he has never "consciously tried to. There are so many people around me who are pretty knowledgeable, they would tell me if something was really, really familiar. The saddest thing is that I don't have much time to listen to music."

Charles Hart, the lyricist for the majority of the POTO [and later, with Don Black, Aspects of Love] score, at 25 was eking out a living as a theater and opera vocal coach when he became ALW's "chosen one" to work on POTO.

"I knew something about musicals, not that I had seen that many. But as a pit keyboard player, I heard some of the West End's best and worst musicals.

Hart had theatrical ambitions and had written music and lyrics for an unproduced musical based on Defoe's 18th Century Moll Flanders.

He entered a musical writing competition of which Cameron Mackintosh was a judge. "When I met Cameron, Phantom was already announced and well on its way to a precedent-setting box office advance. Cameron gave me some advice. He said, ëBe a composer by all meant, but bear in mind, lyricists are much rarer beasts.' Then, out of the blue, he asked if I'd be interested in taking a melody of Andrew's and writing lyrics to it.'

"I was thinking, he adds, ëYou'd have to be sick in the head to think twice about an offer like that.' But I gulped and replied, ëSure, if I can find the time.' What gall!"

Maybe Mackintosh, who was co-producing POTO, admired Hart's cheekiness because he threw Hart for quite a loop when he rang and told him he'd set up a meeting with the composer.

The day came when Hart was to drop by ALW's office and turn in "the goods." He says, "I was on pins and needles, a nervous wreck all the way home."

Then ALW rang and very excitedly said, "We really must work together." Hart told him he would love that but imagined he was quite busy with POTO. "Actually, dear boy," responded ALW, "it's Phantom I'm talking about. Can we meet tomorrow?"

For three months, in his non-air-conditioned flat in NW London, Hart toiled at his keyboards toward a first draft. "My flat was adjacent to the rail yards," recalls Hart, "and though I'd been given an advance, I still considered myself poor. It was terribly hot, but I couldn't open the windows because the trains were so loud, so I sat with nothing on sweating over Andrew's music."

Hart says that all sorts of thoughts ran through his mind. POTO was to be a much ballyhooed show, ALW and Mackintosh were among the biggest names in show business and he was an unknown. What if he fell on his face?

"I'd seen all his shows and was a fan," explains Hart. "He was one of my gods and I was about to enter his rarefied world. It was quite daunting. Of course, I didn't want him to know that because I feared he get domineering one me!"

Whether ALW ever found out or not is unknown, but he did get very domineering. "Andrew is used to getting his way," states Hart, "but if you argue a point, he'll listen. He is powerful and will have terrible battles with anyone. He can get his way. But he'll take on intelligent suggestions. You just hope to God you make an intelligent suggestion!"

In 1999, with composer Howard Goodall [Blackadder], Hart wrote book and lyrics for The Kissing-Dance, a commission of Britain's National Youth Music Theatre, based on Goldsmith's She Stoops to Conquer.

Has he resented POTO always being "Andrew Lloyd Webber's The Phantom of the Opera"? "Somewhat," he answers honestly, "but that's marketing. What's the point of billing a show as Charles Hart's Phantom or Aspects of Love? It is, after all, Andrew's name that pulls people into the seats."

Sadly, even in the production notes for the film Hart isn't even given a bio. To many he could just as well be the late British actor of the same name who was the son of William Hart, a nephew of William Shakespeare.

= Below: POTO lyricist CHARLES HART (L); HUGH PANARO and as Broadway's long-running Phantom: =