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Mark Sottnick has directed some of the biggest names in Hollywood: Meryl Streep, Jack Nicholson, Cher, Sir John Gielgud, Jeremy Irons, Robin Williams, Glenn Close, Jodie Foster, Danny Glover, Kelly McGillis, Whoopi Goldberg, Kathleen Turner, Michael Caine.

And he`s seen a side of them that most film directors never see.

”It`s very funny and it has been a privilege to watch them act,” says Sottnick, who heads up Rabbit Ears Productions, a little, Connecticut-based company whose audio and video tapes feature the voices of said luminaries, re- enacting fairy tales and storybook classics.

”It`s real different for them, just using their voices. With a camera, they`re used to almost not act- ing-working for film requires a very low-key form of performance.”

But in these stories-”The Velveteen Rabbit,” ”The Ugly Duckling” and

”Pecos Bill” among them-the actors ”are everything. They are all the characters, and they are the left-hand side of the script-they`re giving the action as well.”

Often, Sottnick would find himself behind the glass in the recording studio, in awe: ”These people are all over the place. They`d be making faces, gesticulating, popping their eyes out-stuff they`d never do on film.”

Sottnick recruited his first star in 1985. Through ”a friend of a friend” he managed to get his sales pitch to Streep. The idea: for her to read Margery Williams` children`s classic ”The Velveteen Rabbit.” The actress, with children of her own, agreed, and when New Age piano star George Winston committed to doing the music, the deal was set.

Winston`s label, Windham Hill, distributed the audio version, while Random House handled the subsequent book and video (featuring illustrations by David Jorgensen).

And the appropriately named Rabbit Ears was off.

The visuals in the first and all subsequent Rabbit Ears offerings are illustrated images that are ”cross dissolved”-that is, while there is no animation per se, the camera pans the storyboards, focusing in on elements of the page; the illustrations are overlayed and dissolved on top of one another, giving the viewer a sense of heightened motion-and emotion.

Sottnick, an amiable, self-deprecating, but palpably savvy marketeer, grew up in Philadelphia, went to St. Joseph`s Prep School and then on to Fordham University.

His interest in film and children`s literature was shaped in the 1970s, when he worked as a schoolteacher in Rhode Island and, for a time, as a segment producer for ”Captain Kangaroo.” He decided to go back to school-to Yale where he earned a master`s degree in children`s literature and film.

The concept of Rabbit Ears-the light bulb that went on over his head-came about as a result of ”a couple of different events. One was watching TV with my daughter-when she was little, we watched a show and it was awful. She enjoyed it and I was practically livid, standing there and arguing with a 3-year-old over the quality of the animation.”

”Also, working on some programs for `Captain Kangaroo,` and reading to my kids, I became obsessed with the fact that television was this very passive experience, without art, without traditions . . . and on the other hand what you had in print form, in storytelling, was generations and generations worth of wonderful material.

”I thought that there must be a way to be able to deal with this in video and really break all thinking about how you`re going to handle animation. I saw it as an artistic opportunity, and I certainly saw it as a marketing opportunity. Because if I felt this way I`m sure there were other adults, other parents, feeling this way.”

Rabbit Ears` 18 ”Storybook Classics,” which include Jack Nicholson`s reading of ”The Elephant Child” (to Bobby McFerrin`s musical vocalizing) and Robin Williams` ”Pecos Bill” (with music by guitar great Ry Cooder), have proved a big success for Sottnick and his small crew of co-workers. So much so that he has just launched a new series of international stories, ”We All Have Tales,” culled from folk legends around the globe.

Thirteen titles are planned, with three already in the stores: ”The Fool and the Flying Ship,” a wacky Russian version of the Baron Von Munchausen legend told by Williams, with frenetic music by the Klezmer Conservatory Band and illustrations by Henrik Drescher; ”Peachboy,” a Japanese legend told by Sigourney Weaver, with music by Ryuichi Sakamoto and Japanese-style brush-and- ink paintings by Jeffrey Smith; and ”Jack and the Beanstalk,” the English fairy take retold by Monty Python`s Michael Palin, with music by Dave Stewart and illustrations by Edward Sorel.

Ever ambitious, Sottnick has plans for another series: ”American Legends,” which will feature retellings of ”Johnny Appleseed,” ”Rip Van Winkle” and ”John Henry.” Nicolas Cage has agreed to do ”Davy Crockett.”