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When Steven Spielberg first heard Stanley Kubrick mention his idea for the film “A.I. Artificial Intelligence” back in 1985, he wasn’t just intrigued to hear Kubrick’s fantasy of the future — of a world divided between “mecha” (mechanical creatures, or robots) and “orga” (organic or human), where the “mecha” are treated like African slaves in the 19th Century. He wasn’t merely fascinated by a world Spielberg likens to “Mary Shelley creating a billion Frankensteins, some of whom are kind and creative and necessary and others who are malevolent.”

He was mostly amazed that Kubrick was confiding in him at all.

It was the first time that Kubrick, the eccentric, reclusive auteur of “A Clockwork Orange” and “Dr. Strangelove,” trusted Spielberg.

“I felt that was a breakthrough in our relationship,” says the director. “The story wasn’t as important to me as was the fact that for the first time since we had met in 1979, he was actually telling me a story he was considering for himself as a filmmaker.”

Sixteen years later, Kubrick is dead, and the future he described in his landmark work “2001: A Space Odyssey” is upon us, looking nothing like what he envisioned. Yet “A.I,” a different fairy tale of the future, arrives in theaters Friday, courtesy of Spielberg, a filmmaker whose visceral, uplifting aesthetic is the polar opposite of Kubrick’s chilly, magisterial vision of mankind as an unrepentant animalistic beast.

The $90-million film is based on Brian Aldiss’ short story “Super-Toys Last All Summer Long,” with an elaborate treatment and storyboards supervised by Kubrick in the early ’90s, and a script written by Spielberg. The short story takes place in the future, where obesity and malnutrition have been banished, and the rich can change the view from their windows at whim. Because of tight population controls, a proper corporate wife (whose husband not incidentally manufactures robots) has not been permitted to bear a child and must make do with an android boy, who is constantly asking his teddy bear — also an android — if he’s real.

The tag line circulating through cyberspace — which keys off something Kubrick told Aldiss — is “Pinocchio,” although Spielberg cautions that

” ‘Pinocchio’ is a catalyst for the beginning of an odyssey, a journey into the future. But it’s not the movie.”

Indeed, forget any happy Disney-esque images of a singing, dancing Jiminy Cricket. David, the android played in the film by Haley Joel Osment (the star of “The Sixth Sense”), meets up with another “mecha” Spielberg calls “his scoutmaster.” This is Joe Gigolo, played by rising British star Jude Law.

“I’m a love mecha,” explains Law. “He’s a gigolo. He has various clients, some he just talks to, some he massages. Some he presumably takes a bit further. They are able to change the way in which he seduces.”

It’s hard to imagine a gigolo in a Spielberg film — even a robotic one. One of the great mysteries of “A.I.” is how the two disparate sensibilities mesh.

`Underbelly of Kubrick’

“It’s Steven’s film,” says Law, “but Stanley was talked about every day.” He catches himself, “I can’t say `Stanley,’ because I never met him. There was very much the underbelly of Kubrick around, which I quite liked.”

“It’s Steven’s interpretation of what Stanley was trying to do,” says producer Bonnie Curtis. “My joke is that it’s Stevely Kuberg. It’s a complete melt of both of them. Every word, every thing you see has both of them in it.”

The production has been shrouded in secrecy. Spielberg has apparently not only inherited the auteur’s treatment, but also co-opted his neurosis. “It’s my insurance policy that he doesn’t haunt me afterwards,” the 54-year-old director says with a laugh, during his lunch break from shooting “Minority Report,” a futuristic thriller with Tom Cruise.

“Stanley was fastidious about this kind of security. It’s to honor his wishes that I tightened this particular production down.”

Although Spielberg knew Kubrick for almost 20 years, they had met a scant dozen times. Kubrick was afraid of flying and scarcely left his home in the English countryside. Their friendship, initiated by Spielberg when he was in England making “Raiders of the Lost Ark” in 1979, evolved through marathon transatlantic phone calls. It wasn’t initially “a two-way street,” Spielberg says. “It was sort of a one-way street. I’d tell Stanley everything I was doing and Stanley would never tell me anything he was doing. Stanley was a benevolent inquisitor. He’d absolutely pump you dry of any knowledge you might have that he might find compelling.”

Kubrick picked his brains about all aspects of the movie business, from distribution to lenses. Mostly he was mesmerized by Spielberg’s irrepressible commerciality, an instinct that alternately entrances and dismays other filmmakers. “Every time I had a movie that made a lot of money, or somebody else had a movie that made a lot of money, Stanley would call and say, `Gee, did you see the grosses of that — wow!’ He would ask you questions about why I thought a nerve might have been hit in America. I would say, `Darn if I know.’ And I don’t,” says the director, although he later admits he superstitiously avoids trying to know. “That’s the witchcraft of movies. You have to not ask those questions.”

Taken with `Strangelove’

For Spielberg, who can look at any shot in any movie and know instinctively how it was done, Kubrick possessed artistic integrity. As a kid, he’d been deeply taken with “Dr. Strangelove,” which he first saw during his last year of high school. In fact, he was waiting in line at the theater in San Jose, Calif., when his father drove up and handed him his draft notice for Vietnam. “I walked into the theater obsessed with dying overseas, and 20 minutes into `Dr. Strangelove,’ I became swept away in the world of Stanley. Stanley made me forget for two hours that I was possibly going over to Southeast Asia.”

Spielberg was desperate to know what made Kubrick tick creatively, a subject on which the director was distinctly unforthcoming.

“I asked him a lot of questions about why he did that, and sometimes his answers were, `You know why, because you make pictures.’ And I would say, `But I’d love to talk about the choices you make.’ And then, he’d sort of change the subject.”

The first time Kubrick broached the subject of “A.I.” was one instance when he didn’t change the subject. He told Spielberg, “Gee, this is sort of like some of the stuff you’ve made, huh?” Kubrick waxed on about the special effects it would need, effects that he wasn’t sure were even possible (although he was sure Spielberg could help). He worried about the probable price tag of $65 million, which, in 1985, would have made it one of the most expensive movies ever made.

If the tale of an entertainer who yearns to be an artist sounds a bit like the story of a puppet — or an android — who yearns to be a boy, it’s not surprising that “Pinocchio” is one of Spielberg’s favorite fairy tales. Jiminy Cricket’s song “When You Wish Upon a Star” is “my favorite song in the universe! I even a had a little kind of Pinocchio music box,” he says, adding that at one point he put the song under the end-credits of “Close Encounters,” as the spaceship bearing Richard Dreyfuss ascends to the sky. (It was excised reluctantly after preview audiences found it too cornball.)

For Spielberg, the appeal of the story lies in the lyric, which he quotes — “like a bolt out of the blue, fate steps in and sees you through.”

Yet, what was the appeal for Kubrick, none of whose films ever evinced such buoyancy or optimism? Cerebral, and glacial, Kubrick allotted emotions into his oeuvre with an eyedropper, while Spielberg charges for the heartstrings.

“This shows a side of Stanley that people haven’t seen before, which was a very deeply emotional and lonely side,” says Spielberg.

`Quite new territory’

The movie shows “a different romanticism that hasn’t been shown on the screen,” adds Jan Harlan, Kubrick’s brother-in-law and the executive producer of several of his films, who worked with the late director on the project. “The whole idea of an artificial being feeling genuine love and a human genuinely loving an artificial being. This is quite new territory.”

Kubrick bought the story in 1983, developed it off and on for years, with the original author, Aldiss, as well as sci-fi writer Ian Watson (who has story credit on the film), and novelist Sarah Maitland. Obsessed with comic-book art, he hired illustrator Chris Baker (whose comic book nom-de-plum is Fangorn) to draw more than 1,000 elaborate black-and-white storyboards. He hired a helicopter to shoot test footage of oil rigs in the North Sea. He planned to digitally erase the oil rigs, replacing them with the skyline of New York City, in order to show a world in which the polar ice caps had melted and the cities lay underwater.

He thought about hiring a child actor, but despaired that “the way we worked, the boy would be a teenager!” says Harlan, with a laugh, noting Kubrick’s penchant to take years to make a movie.

They tried to actually build a robot child. “It was a disaster!” says Harlan. “Stanley realized this was not the way to do it. We thought we might to do it with computer graphics. He said, `Why don’t we wait a few years?'” Indeed, Kubrick always appeared to be waiting for the technology to improve so he could actually realize his complicated world of “mechas.”

Spielberg had played an unwitting role in Kubrick’s choice of projects. One of the other films Kubrick had been nursing was a rendition of Louis Begley’s Holocaust novel, “Wartime Lies.” For weeks, Kubrick called every day to pressure Spielberg into sending him a rough cut of “Schindler’s List,” finally explaining that he’d been considering his own Holocaust movie. Spielberg eventually flew a work print on to England. The next day, Kubrick called and complimented him highly. Spielberg never learned how the picture affected Kubrick’s project until “I read in the trades that he had abandoned `Wartime Lies.'”

Kubrick had also called Spielberg after seeing the dinosaurs in “Jurassic Park.” He was seemingly thrilled that Spielberg had pioneered technology that could be used for “A.I.” A year later, the reclusive master filmmaker called again and told Spielberg that he had something to tell him, but would only tell him in person. Two days later, Spielberg had flown from New York and was sitting at Kubrick’s kitchen table at St. Albans when Kubrick announced, “Why don’t you direct `A.I.,’ and I’ll produce it for you?” recalls Spielberg. “He said, `The card will read great. It’ll say, “A Stanley Kubrick production of a Steven Spielberg film.” Don’t you think people will come to see that?'”

Spielberg demurred. “Stanley, this is a great story for you!” he insisted. Yet Kubrick set about “seducing me,” he says, bringing the younger director into his creative lair and showing him the thousands of Baker storyboards. Kubrick gave him copies of the drawings and the 90-page treatment and asked him to think about it. Spielberg didn’t tell him at the time that he thought it would be impossible to capture that world on film. It was at this point that what Spielberg calls Kubrick’s “mischievous paranoia” set in.

`Series of instructions’

“It was not unlike `Mission: Impossible,’ with the tape recorder going, `This tape will self-destruct in 12 seconds,’ because I had a series of instructions,” says Spielberg, with a laugh.

Kubrick made Spielberg take an oath of secrecy “under penalty of excommunication from [his] life” and asked him to install a secure fax line in his home, going so far as to make Spielberg detail the layout of his house.

As the pair were finalizing the deal with Warners for the movie, Spielberg “chickened out” and sent Kubrick a long, contrite fax.

“I thought this was one of the most commercial stories that Stanley had ever developed for him to direct, and I didn’t want Stanley to be robbed. Stanley wanted a hit! But he wasn’t willing to compromise his art for one. He would always say, `I don’t know how to make those kind of movies you make.’ And maybe one of the reasons he tapped me was he was hoping that it would be commercial.

“I felt like I was taking something away from him. I was sort of a safety net, and if I took the net away, he would do it himself, and that’s exactly what happened.”

Kubrick kept planning

Their relationship survived Spielberg’s backing out. Kubrick continued planning to direct the film, never progressing to an actual screenplay, but opted to do “Eyes Wide Shut” first.

The two directors were both so consumed with their own projects that they never even saw each other during the four months Spielberg was in England shooting “Saving Private Ryan.” Kubrick died suddenly of a heart attack in 1999, and Spielberg attended the funeral in England, where they buried the master director in the backyard of his St. Albans home.

A couple of months later, Harlan and Kubrick’s wife, Christiane, approached Terry Semel, then the chairman of Warner Bros., with the idea of reviving “A.I.” with Spielberg. “It simply would have disappeared into the archives if Steven Spielberg had not taken it,” says Harlan.

Spielberg decided to write the screenplay himself, although he hadn’t penned a script since “Close Encounters” 20 years earlier.

“It was like getting my wisdom teeth pulled all over again, because Stanley was sitting on the seat back behind me saying, `No, don’t do that!’ I felt like I was being coached by a ghost! I finally just had to kind of be disrespectful to the extent that I needed to be able to write this, not from Stanley’s heart, but from mine. I was like an archeologist, picking up the pieces of a civilization, putting Stanley’s picture back together again.”

Kubrick had left a brilliant first, and third act, but the middle section had “pieces of a dream, but was scattered.” Working from notes that Harlan sent on to him, Spielberg “assembled these fragments into a living organism.” In shooting the actual film, he wound up using, he estimates, some 600 of Ken Baker’s original storyboards.

Tried to stay faithful

“I did a lot of Stanley’s shots. I wanted to get as much of what Stanley wanted upon the screen as I possibly could,” he says, although he does not normally shoot from storyboards. In fact, Spielberg works in a diametrically opposite fashion from Kubrick. While Kubrick liked shooting in continuity, with a skeleton crew, at the pace of slowly drying paint, Spielberg loves speed, moving almost three times as fast as most directors.

For all the director’s dutifulness, there is a sense that at the end of the day, the film will be Spielberg’s.

“I can’t know what Stanley knew. I can’t be who Stanley was, and I’ll never be who Stanley might have been,” Spielberg says. “But I can tell a really great story, and it’s too good a story to let it collect dust in Stanley’s archive.”