Behind 'The Prince of Egypt,' DreamWorks' hugely hyped challenge to Disney, is a tale of bitter rivalry between two Hollywood princes who once were allies Los Angeles "TWO MEN - BROTHERS and princes of the greatest empire on earth. One will someday rule. The other will become one of the greatest heroes of all time. A lie made them brothers. But the truth will destroy a dynasty." This quote from the trailer for Hollywood's latest animated spectacle, "The Prince of Egypt," refers to the tragic relationship of Moses and his adopted older brother, Ramses. But in some ways it could apply as well to the relationship between a pair of Hollywood princes - Jeffrey Katzenberg, who produced the movie, and his mentor-turned-blood-enemy, Walt Disney CEO Michael Eisner. "Prince," which opened across the U.S. and much of the world on December 18 (in Israel it premieres February 18) is the first venture into classical animation of DreamWorks SKG, which was set up four years ago, when Katzenberg hocked his own personal fortune to join Steven Spielberg and David Geffen in creating the first new Hollywood studio in 65 years.

Katzenberg came to DreamWorks after a decade at Disney, where a relationship with Eisner that can only be described as complex first blossomed, then withered, and ultimately combusted in a burning bush of mutual loathing.

As a team, the two reasserted the winning formula of Disney's founder and namesake, by marrying animation excellence, good music and clever merchandising, infusing a moribund studio with well over half-a-billion dollars in U.S. sales of tickets to animated movies alone. His departure, in a clash over succession that lives on as an ugly severance dispute, has also motivated Katzenberg to outdo his former employer in the filmmaking technique he has made his forte. As such, it may also spark a second animation revolution, as producers and animators realize they can forsake fairy tales and breezy romps for more weighty cinematic narratives.

At Disney, Katzenberg had made cinematic and box-office history hand-crafting such acclaimed animated blockbusters as "The Little Mermaid," "Beauty and the Beast," "Aladdin" and "The Lion King." (Those four alone had combined domestic box-office receipts of nearly $ 700 million.)

Now, the diminutive dervish has worked his magic for DreamWorks, and has done his usual deft job of generating audience awareness for his $ 70-million Biblical opus. Some Hollywood watchers have already begun mentioning the cartoon Moses - whose story is retold here to astonishing and invigorating effect, as it strives to set the story of the Exodus in its historical context - as Oscar material.

ASLIGHTLY BUILT, BALDING and bespectacled 48-year-old workaholic with a sharp tongue, winning smile and all-designer wardrobe, Katzenberg got his start in the early 70s as a gofer for then-New York mayor John Lindsay (colleagues called him "Squirt"). He began life in Hollywood in the Paramount mail room, but quickly advanced to become assistant to then-chairman Barry Diller. Eisner arrived at the studio in 1975, and steadily promoted Katzenberg. By 1984, Eisner was at Disney, and Katzenberg, by now Paramount's president of production, came with him. In Eisner's recent memoir, "Work in Progress," he succeeds in insulting his former prot_g_ while ostensibly praising him: "Occasionally, people succeed because they are brilliant or visionary; mostly it's because they work harder than everyone else. Jeffrey was certainly smart, and he grew creatively. But above all, he was focused, driven and relentless. Even physically, he was efficient. His diminutive frame and lean long face made him look as if all excess had been burned away, leaving only glasses and teeth."

At Disney, Katzenberg held the title of chairman, and he ran the movie-making operation top to bottom. Together with the company's No. 2, chief of operations Frank Wells and CEO Eisner, who played the role of visionary, Katzenberg helped a faltering Disney achieve a virtual lock on big-budget feature-film animation, something that transformed the company from what one observer called "a stodgy little operation living cautiously on its founder's good name and comfortable legacy, grossing a modest $ 1.65 billion annually, into the world's second-largest media empire, taking in $ 22 billion a year." To the delight of stockholders, Disney, boasting over 60,000 employees worldwide, consolidated its status as the planet's leading family-entertainment powerhouse, and its share price has risen 29-fold since Eisner's arrival. By 1996, after it had merged with ABC/Capital Cities, its activities went far beyond film, to include everything from theme parks to a hockey team to technology patenting. Katzenberg had a contract with Disney he claims guaranteed him a cut of the profits of the films he worked on, a clause that has served as the basis for his severance claim of $ 250 million (a claim now being arbitrated out of court). Despite his achievements, Katzenberg remained very much the No. 3 man in the Disney organization, under Eisner and under his heir-apparent, Wells. When the latter died in 1994 in a helicopter crash, Katzenberg began angling to take his place. Katzenberg had already irritated many at Disney, in particular Eisner, by taking an impolitic amount of credit in the press for the company's turn-around. Nor did he help matters in 1991 when an embarrassing 28-page internal memo he himself wrote was leaked to trade journals. In it, Katzenberg urged Disney to take drastic steps to keep costs down. At the same time, he put his finger on the developing tendency among studios to build productions around stars, who were paid astronomical sums for their services. Katzenberg reportedly angered Eisner further by pressing his campaign for Well's job past what even by Hollywood standards were considered civilized limits. In 1994 he allegedly threatened to quit while the Disney CEO, then 53, was in hospital recuperating from an emergency quadruple bypass. Incensed, Eisner balked, showing his frustrated deputy a press release inside which was buried the news that Katzenberg was leaving the company. The rest of us, meanwhile, are left to consider several contending character portraits. In one, Time depicts Katzenberg as an "abrasive egomaniac who took credit for a lot more than he did, blamed a lot of other people for his mistakes, and devoted his life after Disney to revenge on Eisner." The same magazine characterizes Eisner, alternately, as "a craven megalomaniac who, like Captain Queeg, is steering his ship on a course of disaster, tossing off all who dare to question him." But a third scenario, more charitable, at least to Katzenberg, might cast him as a wannabe Moses to Eisner's Pharaoh.

Sound far-fetched? Well, consider Eisner and Katzenberg as princes of a different sort, members of an exclusive Hollywood elite, who grew up together, as it were, during the 20 years they spent together, at the palaces of Paramount and Disney.

LIKE PHARAOH, EISNER came from a prosperous family; Katzenberg's origins were more modest. David Geffen himself has observed that Katzenberg constantly sought Eisner's approval in the hope of becoming his "No. 1 son." In the movie, Pharaoh treats Moses as his trusted lieutenant, and is devastated when Moses comes to him during moments of duress not to be by his side, but to make demands regarding freedom, justice and property rights. Eisner too placed his trust in Katzenberg. But the junior partner had grand designs on power, peaking just after Eisner's surgery.

After the split, Moses and Pharaoh get into a show of one-upmanship, with Moses delivering plague upon plague, and Pharaoh insisting he can match Moses and his god blow for blow. Katzenberg and Eisner get into a competition too: First Eisner dumps Katzenberg unceremoniously; within 6 weeks Katzenberg grabs the spotlight by announcing the creation of DreamWorks; Eisner grabs it back with the ABC buyout that same fall (one network executive commenting, "Anyone working with Eisner knew he had to be thinking, 'Let's see Jeff beat this'"); Katzenberg devotes himself to making the kind of animated feature intended to blow Disney out of the water; Eisner instructs his lawyers to make Katzenberg's negotiations for monies due as painful as possible. It is as if both men have had their hearts hardened, neither able to compromise, no matter who gets hurt. Speaking about Ramses, whose voice he provides in the film, and Moses, actor Ralph Fiennes remarks, in the film's production notes: "They become estranged to the point where they are enemies. When brothers are enemies, they don't stop being brothers." Katzenberg prudently says publicly that he can't imagine DreamWorks' "Prince of Egypt" ever overtaking his past box-office triumphs. Nevertheless, "Prince" is looking very much like the staff Moses wielded to bring proud Pharaoh to his knees. Though "The Hunchback of Notre Dame" and "Hercules" each grossed $ 100 million, industry expectations had been higher. "Mulan," too, the studio's 1998 animated feature, didn't bring in the kind of revenues hoped for, leading to talk that Disney's formula was going stale. Writing in the Los Angeles Times in early December, entertainment reporter Amy Wallace noted: "If the pundits are right, and the fall-off in attendance (with "Mulan") resulted from the genre being too formulaic, that bodes well for the convention-breaking 'Prince of Egypt.'" If the film, with so much money and prestige riding on it, manages to make a dent in Disney's decade-and-a-half-long domination of animated features, it may well become known as Katzenberg's revenge.

IN A TELEPHONE INTERVIEW with The Report, Katzenberg described how in early talks with Spielberg and Geffen, he declared his intent to completely revamp the formula he had pioneered, or at least perfected, making animated films at Disney. Animation, Katzenberg argued, is not a genre, and there was no reason it couldn't be used to create serious films. In fact, there was no reason, Katzenberg said, why one could not even animate his all-time favorite movie, "Lawrence of Arabia," with its "extraordinary epic sense of cinema, but also such an intimate and personal story of a man." At which point Spielberg reputedly said, "Well, you should do the 'Ten Commandments.'" And so the seed of "Prince" was sown. Ironically, Katzenberg told the Report, there was never any explicit attempt to relate this undertaking to the three's own respective senses of themselves as Jews.

Katzenberg, who was known to have worked through the High Holy Days to complete "Aladdin," acknowledges that the same could not be said about Spielberg with relation to "Schindler's List." "With 'Schindler,'" Katzenberg said, "I think Steven thought a great deal about these things, in terms of the journey of making the movie and his own heritage. I can't claim this is true of this film.

"Being Jewish isn't why we made this movie. I'm a storyteller, and what I do for a living is try to entertain people. In every single respect, this was a secular enterprise." Nevertheless, the studio is sensitive to the feelings many viewers may have about the subject matter, and out of concern for being seen as tacky, has rejected the idea of licensing out the "Prince of Egypt" name or characters to any products besides musical recordings and books.

The studio heads also felt it essential not to muck about too much with the Biblical account. Katzenberg says Geffen was the first to articulate this: "You know, Jeffrey," he is recalled having said, "when you were at Disney, you could slap a happily-ever-after ending onto 'The Little Mermaid' and impose a Disneyesque theme onto it. Everyone thought that was very nice because it worked with the heritage and tradition of that company. But if you're going to do this story - and I encourage you to do it - you must tell the story faithfully. You must do it accurately, and you must understand that you don't know anything." "Truer words," says Katzenberg, "were never spoken."

Jeffrey Katzenberg, it bears noting, is not your typical Hollywood suit. Not satisfied with simply crunching numbers, he is known to doff his Armani jackets, roll up his sleeves and involve himself in every aspect of the filmmaking process. In this respect, "The Prince of Egypt" proved no exception. Katzenberg participated in fact-finding expeditions to Egypt, where he and his artists tried to develop a visual sense of the story's natural milieu. He sat in on conferences with hundreds of religious pundits invited to convey their own sense of this Biblical saga, and he helped his directors and writers determine what parts of the film worked and where the narrative sagged.

THE TASK OF DEVELOPING WHAT ultimately emerged as a composite portrayal of the Exodus saga reflecting - or at least cognizant of - the sensitivities of Jewish, Christian and Muslim theologians as well as of historians, archaeologists and other scholars, however, fell to others. One of them was co-director Simon Wells. Wells was the supervising animator on the animated/live-action hybrid "Who Framed Roger Rabbit?" and directed "The Hunchback of Notre Dame" and "Pocahontas" for Disney. Although Wells is not Jewish, four years as co-director (with Brenda Chapman and Steve Hickner) of "The Prince of Egypt" have left their mark on him. In an interview conducted in Wells's office in the lush DreamWorks campus in Glendale, California, the congenial British-born animator effortlessly combines talk of "midrashim" and "psukim" with mention of monomyths and universal archetypes _ la Joseph Campbell. Wells told The Report that the biggest challenge he and his colleagues faced in bringing this story to screen was to somehow find the character-driven drama inherent in the story not only in terms of the plot, but in those places where the Bible or Koran were silent.

"Having parts of the story set in stone," said Wells, "proved quite useful. You know that Moses leaves Egypt here, meets God here, and the rest. If you were making the story up from scratch, you might say, 'Why bother with his sojourn among the Midianites at all - why not have Moses meet God in the desert, and save all that time?' After all, we only have 90 minutes. "Well, we learned that there were good reasons for Moses to reside with the Midianites. It is here that he goes from thinking as the Egyptians did; that life is about what you have achieved and built, the structures and buildings you have left. Among the people of Midian, Moses begins to think like a Hebrew. He understands that value comes from living for other people, who love you when you die. "So, we ended up concentrating on the character arcs between these (plot) points. In doing so - and this was particularly true of Moses and Ramses - we discover what each character learned, how he developed and how he changed. This required a much deeper investigation of the characters.

"The original text is wonderfully silent" on the issue of why the 'brothers' behave the way they do, says Wells. "Moses and Ramses usually are cast as enemies because that is the role they each end up with in the story. But there is nothing in the Bible that says they actually hated each other. You have to ask, for instance, why Pharaoh didn't have Moses put to death. It would have been a fairly easy thing to do, you would have thought. "We came up with the realization that these were two people who grew up together. They could have been the best of friends. They could have loved each other more than anyone else in the world. Suddenly, the whole dynamic becomes extraordinary. Moses is filled with purpose and mission. But the very thing he has to do is to destroy the world of the brother he loves. In turn, Ramses feels horribly betrayed by the brother, who returns not to stand by him, but to be a wrecker of his kingdom. It becomes this wonderful tug of war between their affections and their duties."

JEFFREY KATZENBERG IS ADAmant that he could not and would not have made "The Prince of Egypt" at his previous employer's. "This movie would not have been appropriate had I been at Disney. In no way, fashion, shape or form would this fulfill the mandate of the Disney fairy tale cartoon." Striving for universal appeal, Disney would never have made a film about a religious figure or overtly religious theme. In no Disney film would the protagonist kill someone out of rage. And no Disney film would ever greet the world without the requisite forays into slapstick, wisecracking animal sidekicks and merchandising.

But that's not all. "The Prince of Egypt" doesn't look like a Disney movie. The film takes its visual cues from the paintings of Claude Monet and macabre 19th-century Bible illustrator Gustave Dor_, its sweeping grandeur and sharply drawn characters from David Lean, director of "Lawrence of Arabia" and "Dr. Zhivago." "Prince" looks, at times, like a living painting. And the computer-generated "special-effects" sequence involving the parting of the Red Sea can probably hold its own against anything now on the screen.

The narrative too never misses a beat. Early in the movie, for instance, the filmmakers depict Moses' moment of awakening concerning his own ethnic identity with a brilliant dream sequence expressed in ancient Egyptian pictograms. By showing the murder of Hebrew babies that resulted in Moses' adoption in this symbolic, stylized context, they convey his own growing horror without bogging down in the gruesome details of a more realistic and ultimately off-putting depiction of the event.

In the space of a single song, "Through Heaven's Eyes," the filmmakers take Moses through his protracted sojourn among the Midianites, beginning with his first shy encounters with Tzipporah, through marriage, his life as a shepherd, and on to the burning bush sequence. This is a lot of exposition for a solitary tune to have to carry, but it does so with great grace.

"Prince of Egypt's" greatest feat, however, has nothing to do with its music or even its special effects - or at least as many of us are given to understand the term. When I asked Wells what his favorite special effect in the movie was, he did not mention the parting of the Red Sea, a seven-minute sequence that required the efforts of 10 digital artists, 16 traditional animators and two programmers, who put in a total of 318,000 rendering hours to complete it.

"Prince of Egypt's" greatest effect, rather, in Wells's (and my) estimation, is the way in which animators have managed to bring the characters themselves to life with facial expressions and body language the likes of which film animation has never before witnessed. As a consequence, the film becomes an animated anomaly, lending psychological realism to characters even the Bible never bothered fleshing out. With $ 70 million poured into production and another $ 30 million slated for publicity, though, Katzenberg will have to flesh out his bottom line too. Although it may be that the producer would like to see "Prince of Egypt" function as an instrument of Eisner's undoing, the film has much more than his own passions riding on it. DreamWorks needs a couple of blockbusters to make up for an otherwise inauspicious start with such modest movies as "The Peacemaker" and "Mousehunt."

And Katzenberg needs to demonstrate - if only to himself - that when it comes to movie animation, he is no longer the man who would be king. He may be no Moses. But as the deliverer of a wondrous and potent form of filmmaking, he's the man with the right staff.