Peter and the Wolf is the first film. While the famous Prokofiev story introducing the orchestra is educational, it might also be sold to TV and home video. And a star will make that easier. Plus, we've promised investors that to protect their money we won't make it without a star. So the search begins. For Henry Winkler, Danny Kaye, or Victor Borge. Though our first choice is Bill Cosby - funny, engaging and with family appeal. I phone his agent.



"Great project," he says. "How long would you need Bill for?" "Just two days."

"Sure, we can make a deal.

My heart is thumping. Bill Cosby! Wow! The show's a winner. " Say, seventy-five thousand a day," continues the agent. "Hundred fifty total. Plus airfare, hotel and per diem, of course." "Uh. . . I'll get back to you," I mumble. Winkler likes the idea but doesn't have time.

Danny Kaye and Victor Borge are also committed. More names are suggested: Dudley Moore. Lorne Greene (of Bonanza). "Sells dog food," says a rep advising us. (Green is doing Alpo spots at the time.) I phone International Creative Management. They put me through to a minor agent.

"We can afford $5000 for the two days," I say, apologetically. "Here's an interesting name, Van Johnson." Van Johnson? An interesting name during the 1940s, but mention him to anyone under fifty and you'll draw a glazed stare. "Uh... I'll get back to you."

Without a name to perk up network ears the project is destined for the shelf. So I'm in a melancholy funk when I stroll into our local library to scan LPs in the children's section. Maybe another name will pop up. And so it does. Among the LPs is Queen Zixi of IX, narrated by Ray Bolger. Perfect choice: the beloved scarecrow from The Wizard of Oz. But then, my heart sinks; how much will he want? Oh well, nothing ventured and all that. I phone the Screen Actors Guild. Bolger's agent is William Morris. The biggie. I'm transferred to a pleasant young fellow who says, "Well, Ray isn't doing much these days. Frankly, there are few projects he finds interesting. But send me a script." Which I do. A week later the agent calls back. As it happens I'm in L.A. at the time and, says my partner Helen when she relays the message, "Ray wants to meet you." "Can you come right over?" asks Ray, when I call. Absolutely. Within half an hour my oil-guzzling 1965 Peugeot is chugging up in front of his huge Beverly Hills home. He's told me to come around back to his studio, where he greets me with the same engaging smile I recall on the Scarecrow. His eyes tell me he's cautious but interested. He still dances a few minutes every day, he says, "to keep in shape." I look around. Signed photos of Ray dot the walls. With Judy Garland, Jack Haley, Bert Lahr and the rest of the Wizard gang. We discuss the script, go over suggestions he has for small changes, most of which I agree with. But I don't have the guts to ask if he'll do the movie. "Of course," he goes on, "I'd like to see what you've done."

Of course. A week later Helen and I return, bringing along a copy of an earlier film we've made. We meet Ray at the Morris agency. He loves the show, except that I had used a fog filter (for an old fashioned look), that he finds disconcerting. I promise no fog filter if he agrees to star in Peter and the Wolf. Then back to his house to talk over the script some more. We get along famously, he agrees to do the film, and we leave with a bag of plump avocados from his backyard tree.

At this point we don't think any star will tumble for $5000. (Except Van Johnson.) So we've doubled our offer, knowing we'll have to scrounge for the additional money. Through his agent, Ray has agreed to $10,000, plus a percentage. And where's that going to come from?

Over the next weeks the rest of the pieces come together: locations, animals (we're shooting live, this isn't animation), and the boy to play Peter. And the crew is set.

It's days before filming. Down to the wire. We've raised production money: $45,000. But are still sweating out that $10,000 for Ray. And with last minute logistics to tie up we haven't time to beat the bushes for more investors. Maybe, we think, we can get a loan for the $10,000 then try to sell the show at rough-cut.

The day before Ray is scheduled to fly to Santa Cruz, the phone rings. It's him. "Look," he says, "I have to tell you something. Normally, I wouldn't walk across the street for ten thousand dollars." My heart sinks. Is he going to pull out?

"But I see how hard you folks have been working to get this together and I'd like to help," he continues. "So here's what: just pay me SAG minimum for the two days, plus 10% of gross sales. Put the extra ten thousand into the show. Let's make it as good as we can." Saved! SAG minimum in 1981 is $250 a day for an educational film. (That's all we need to pay until a TV deal is concluded.) So we've got enough to make the show. Barely. What we don't tell Ray, of course, is that no extra $10,000 exists.

Just the same, we do make the show as good as we can. And along with two companion films it sells to CBS, HBO, The Disney Channel, Showtime, to TV in a flock of other countries, and for a hefty amount in a home video deal. As well as doing great business in the school and library market. Everyone comes out smelling like a rose. Even Ray.

Sometimes, taking chances pays off. But only if you've got a scarecrow on your side.