PETER PAN GROWS UP BUT CAN HE STILL FLY?

By RICHARD CORLISS AND JEFFREY RESSNER

Steven Spielberg has a cute bald spot--a silver-dollar-size patch of arid land on the otherwise fertile scalp that sheathes his even more fertile brain. When making movies he covers it with a studio-issue baseball cap, but certain formal occasions call for cagier camouflage. On Oscar night 1994, when Schindler's List won seven awards (including Best Picture and Best Director) and Jurassic Park took three others, a makeup artist sprayed Spielberg's bald spot with hair-colored paint. No problem, until half an hour into the post-Oscar party, by which time the star of the evening had absently patted his head a few times, then stroked his face. "My wife Kate rushed over," he recalls, "and said, 'You look like Al Jolson!' I was mortified. I was also relieved that I hadn't rubbed my head during the ceremony and, in front of God and a billion people, given my thanks in blackface."

The Oscar winner was 47 then. Now he is 50, and 50 is an age for realists. A man takes stock of his dwindling physical inventory and starts thinking not of empire building but of simple maintenance in health, family and career--the preservation, for just a few more years, dear God, of the suddenly precious status quo. Growth is measured in the spreading acreage around the waist, or in that weird cyst on your neck that makes you wonder if you've been infiltrated by aliens. The people you work with, who used to be older and as stuffy as your parents, are now younger, as mysterious as your kids, and taking over. Fifty is a time for holding on, for hoping that time and gravity will not pull you down...quite yet.

Spielberg, whose net worth Forbes recently estimated at $1 billion, may be immune to those temporal lead weights; the fellow who makes movies everyone wants to see is not like everyone else. "People like Steven don't come along every day," says his friend and frequent collaborator George Lucas, "and when they do, it's an amazing thing. It's like talking about Einstein or Babe Ruth or Tiger Woods. He's not in a group of filmmakers his age; he's far, far away."

Still, one can ask how a half-century of living and nearly a quarter-century's reign as the most successful moviemaker in history affect the man who took out a patent on perennial childhood. From the films he made as a 12-year-old, through such defining blockbusters as Close Encounters of the Third Kind and E.T. The Extra-Terrestrial, to the darker Empire of the Sun and the harsh, self-critical Hook--which behind the raucous derring-do sounds like a cry for help from a man afraid that his personal fountain of youth has run dry--Spielberg has analyzed kids' loneliness, tested their innocence and celebrated their resilience in what amounts to cliff-hanging chapters in the most sweetly confessional autobiography of any mainstream director. "I feel I'm all over my movies," he says. "I know my movies are all over me."

Therefore it's worth taking the emotional pulse of the man as he emerges from a three-year directorial hiatus to shoot three movies in 12 months: The Lost World: Jurassic Park, the sequel that opens next week; Amistad, the true story of a slave revolt, expected at year's end; and Saving Private Ryan, a World War II saga starring Tom Hanks. Ever since Jaws in 1975, Spielberg has led the way for mainstream movies, with their kinetic savvy and kid-centric sentiment. To an extent, they are what he has been. But what is he now? Has Peter Pan grown up?

During his downtime, Spielberg wasn't exactly lying in a hammock monitoring cloud patterns. As the head of Amblin Entertainment he shepherded a passel of hit movies, including The Flintstones, Casper and Twister. He helped develop TV's ER, masterminded a CD-ROM (Steven Spielberg's Directors Chair) and oversaw the giddy, multithrill Jurassic Park ride at Universal Studios, Hollywood. Oh, yes, he also started, with Jeffrey Katzenberg and David Geffen, a little outfit called DreamWorks SKG; Spielberg oversees the live-action film unit. And in the noblest spin-off generated by a hit movie, the director of Schindler's List established the Survivors of the Shoah Visual History Foundation, which records the testimony of Holocaust survivors. In April its first film won a Peabody Award.

Even more important to Spielberg was the quality and quantity of the time with his burgeoning family. Amy Irving gave him his first child, Max, in 1985. With Kate Capshaw, 43, whom he married in 1991, he has a brood of seven: Max (whose custody he shares with Irving); Jessica, 20 (from Capshaw's first marriage); Theo, 8; Sasha, 7; Sawyer, 5; Mikaela, 14 months; and Destry, 5 months. Before the hiatus, he was often too preoccupied to be a perfect dad. "On the Jurassic Park shoot my family was with me," he says, "but I'm not quite sure I was with them." He would now be a full-time father to the seven little Capshaw-Spielbergs. Kate even got Katzenberg to promise that Spielberg would work only until 5:30. And did Katzenberg have to sign a binding document? "Let me ask you this," he counters. "Is the Bible a binding document?"

During his directorial break, says Spielberg, "I was Mr. Carpool. We had breakfast and dinner together every day. It's full-time work, because every one of our kids is a leader. Seven leaders, no followers--which makes our kitchen at dinnertime look and sound like the House of Commons between the Labour Party and the Tories." This genial chaos ("It's like the Cirque du Soleil over there," says Hanks, a neighbor and close friend) is managed by Capshaw and a live-in couple in the Spielbergs' palatial home in the Los Angeles suburb of Pacific Palisades. "I really love the diaper part," Kate says, "the rocking and the lunch menus. The things Steven does are the things he can do uniquely: telling stories and drawing creatures I could never imagine."

The family room is the food room. "We have about six wasted rooms in our house," Spielberg says, "because we just live in the kitchen." On one wall hangs a large board that notes everyone's activities, from karate lessons and art classes to Dad's location shoots; nearby, behind safety glass, is one of the original balsa-wood Rosebud sleds from Citizen Kane. "There's also this couch," says Capshaw, "which is Steven Central. He has a bunch of scripts to read, and tapes--casting reels, dailies, bits of animation--that he pops into the VCR. But if one of the kids asks him to build a castle, he's immediately down on the floor, building that castle. The kid runs away, Steven crawls back on the couch and gets back to business."

Such was life with father, 1993-96. "In the family sense," he says, "I was fulfilled and happy, living the life of Chester A. Riley." But half of him was missing--his professional life on the sound stage. "I didn't have my eye in a viewfinder, except the one little High-8 video camera I used to take home movies of my kids," he recalls. "In those three years I probably told more stories at my kids' bedtime than I did to the public in my entire career. Then later I'd ask myself, 'Is there the germ of a movie in here? Where is the story? Where is my place? When can I tell a story, not just to my kids, but back to me?'"

Spielberg may also have chafed as an executive and poster child for investors in the long launch of DreamWorks, which is moseying toward its first feature release more than two years after attracting $2 billion in start-up capital. "You can tell he was depressed over the business stuff he's got into," says a colleague. "He always says, pleadingly, 'I'm only a film director!' But of course he's much more: studio owner, pop icon, a father, a mentor, a major mogul in spite of himself."

Spielberg recalls with a shudder the morning at DreamWorks when he glanced at his daily log and saw that "every meeting I had scheduled had nothing to do with directing movies. That's when I realized that what I do best is what my partners would want me to do: direct." Katzenberg agrees. "The best thing Steven can do for us is to stay on a movie set," he says. Spielberg's deal with DreamWorks is that he will direct one film "at home" for every two he makes outside. Amistad is a DreamWorks venture; The Lost World is for Universal, and Saving Private Ryan is co-produced with Paramount.

So last September, like a Spielberg movie kid back home after an encounter with aliens, pirates or the wartime Japanese, he walked into the woods of Eureka, Calif., to begin shooting The Lost World. "A chortle came out of me when I saw him that first day," says Jeff Goldblum, who reprises his role as mathematician Ian Malcolm. "He said he was nervous because he hadn't directed in a while, but he fell right into it. He was massively prepared, brimming with confidence--a creative, improvisatory force on the set, thrilled and confused about making stuff up right there."

As the all-time highest-grossing movie worldwide, despite the re-release of Star Wars, Jurassic Park virtually demanded a Dinosaur Deux. Spielberg felt burned by sequels he had not controlled, especially those to Jaws, which Universal farmed out to other directors. Says Kathleen Kennedy, his longtime associate and one of the producers of Jurassic Park: "Steven still harbors a bit of regret about the way Jaws 2 and 3 turned out."

Spielberg came up with the theme of The Lost World at the end of a meeting with David Koepp, a screenwriter of the first Jurassic Park. As Koepp recalls, "Steven said, 'I've got it! I've got it! This movie is about hunters vs. gatherers.'" Out of that epiphany unfolded the story's central conflict about rogue businessmen who are breeding dinosaurs for profit--a most dangerous game that backfires. Spielberg suggested that Koepp watch the 1925 film of Sir Arthur Conan Doyle's The Lost World, which tells of an expedition to a South American jungle habitat where dinosaurs still roam, and Howard Hawks' 1962 Hatari!, starring John Wayne as a safari hunter on a game preserve. Says Koepp: "Hatari! probably influenced us more than any dinosaur movie did."

The director believes the sequel's humans are more complex, its dinosaurs more convincing. He's at least half right. The dinosaurs are really ready for their close-ups this time. They interact with their human co-stars very persuasively--mostly scarily, occasionally winsomely and much more often than they did in Jurassic Park. Whether the familiar stock characters who don't grunt, growl and roar are similarly improved is more questionable. But there's fun in familiarity, and a practical value in it too. These people don't distract us from the movie's real business, which is to wow us with the special-effects sequences that just keep on coming with pinwheeling intricacy and spectacle.

As much as he enjoyed getting back to work on a guaranteed summer blockbuster, Spielberg says, "It made me wistful about doing a talking picture, because sometimes I got the feeling I was just making this big, silent-roar movie." To the rescue came Steven Zaillian, the screenwriter of Schindler's List, who fashioned a workable script about the Amistad, a Spanish ship that brought abducted Africans to the U.S. in 1839 and provoked a slave revolt and a trial in which the slaves' case was argued by former President John Quincy Adams. Spielberg hadn't planned to direct again right after The Lost World, but "Steve's script sucker-punched me." So this February he began filming with Anthony Hopkins, Morgan Freeman and Matthew McConnaughey.

Amistad's sober subject matter gives an added piquancy to the usual bustle and boredom of a movie set. A production assistant shoos nonactors out of a waiting area, saying, "Come on, guys, we need to clear these seats for the Africans so we can chain them together again." Spielberg chats with the official well wishers who flock to a movie shoot's first day. Katzenberg innocently asks the director if he's getting a lot done and receives an emphatic "No! We're already half a day behind." Later, Spielberg holds the script and cries out, to no one special, "Just let me finish two pages today!"

Let him complain; the guy loves making movies--and loves making them for less than today's big spenders. With all its effects, The Lost World cost about $75 million, peanuts compared with this summer's Speed 2: Cruise Control, heading for $140 million, and The Titanic, at about $200 million. During an Amistad pre-production conference, Spielberg flummoxed Katzenberg and DreamWorks film exec Walter Parkes by demanding that the already relatively frugal $56 million budget be cut an additional $20 million. "I saw The English Patient," he said. "I know we can do this for less." Spielberg enjoys talking about his work. "I'm deciding whether to use my castle or my second bishop," he says as he prepares a shot. "How am I being threatened here? How can I advance? Directing is about seeing 20 moves ahead while you're working on the next five." He'll do all the work himself, if the person assigned to the job can't hack it. In one scene the faces of the slaves are to be lighted by a lantern carried by one of the crew. But it isn't working. "Let me do the light myself," Spielberg says, holding the lantern so that the slaves' tortured faces are perfectly illuminated. He even shoots a second-unit "insert" scene of a crumpled letter tossed onto a table. "I like to sweat the details," he says. "The second-unit stuff is what makes the audience eat the popcorn faster. Making a movie and not directing the little moments is like drinking a soda and leaving the little slurp puddle for someone else."

Popcorn. Slurp puddle. The flood of junk-culture references makes Spielberg sound like the world's smartest kid. Which he probably is and, once upon a shooting star, surely was. To see the man, look at the child--with Spielberg more than most, this is true. "What binds my films together," he says, "is the concept of loneliness and isolation and being pursued by all the forces of character and nature. That comes from who I was and how I was raised." The big mystery the mature Steven had to unravel and come to terms with is this: Whose child am I?

The answer, for decades, was Leah's. She's the mother for whom her son throws elaborate parties. One time he created a shtetl on a sound stage to remind his mother of her father's Russian roots. "They had live chickens and goats," she says, "and dancers and lots of vodka." Spielberg unabashedly adores his mother. "There's no way for me to be closer to her," he testifies, "except to live inside her. Which I've already done."

Today, as she holds court at the Milky Way, her kosher dairy restaurant that serves jalapeno potato pancakes and encourages mingling ("someone called this the Jewish Cheers"), Leah doesn't even pretend to be the shaper of her famous son's blooming genius. Looking back on his youth, she says, "He scared me! I didn't know anything about raising children--couldn't change a diaper--and it took a concerted effort just to get him past his infancy. Now he has dimensions I can't even fathom. Most people dream. Steven dreams; then he fulfills."

In Phoenix, where the Spielbergs lived from 1957 to 1964, four kids--Steven and his three younger sisters--filled the house with noise, joyful or just oyful. "There was so much yelling," Leah recalls, "that Steven says he sometimes thought we were really Italian." No, they were Jewish, and Steven was a one-man commando unit against neighbors who made anti-Semitic slurs; he'd sneak up and smear their windows with peanut butter.

The boy's imaginative sense of destruction made him a terror to his sisters as well. He pulled the head off one of their dolls and set it on a plate garnished with lettuce and tomatoes, like a pig at a luau. After the kids had seen Invasion of the Body Snatchers, with its alien pods that take over humans while they sleep, he built a giant pod and hid it under his sister Anne's bed. "When I was a baby," she says, "they had to put chicken wire around the crib so he wouldn't throw toy cars at me."

Against Leah's best instincts, Arnold Spielberg, an electrical engineer, played the disciplinarian in the family. "My father would be upset that Steven got detention," recalls Anne, "while my mother encouraged him to play hooky. Dad would ask what we were going to do with our lives, while mom would say, 'Don't worry, just live for today.'" Arnold worked hard to be a good, traditional dad. "Steve was terrible in chemistry," he says, "and I'd try helping him with his homework. Once, when he got a D in the subject, he came home and said, 'Dad, you flunked.'"

But some of Arnold's teaching took. He had been an Air Force sharpshooter in World War II, and he taught Steven this skill. In a grander game--filmmaking--Arnold was the knowledgeable flight instructor spurring his boy to be top gun. "Arnold turned Steven on to filmmaking," notes Joseph McBride, author of the new Steven Spielberg (Simon & Schuster; $30), easily the finest and fairest of the 20-odd unauthorized biographies of the director. "Arnold helped Steven learn to direct; he was the family storyteller; he was interested in science-fiction. Steven is the combination of two remarkable parents, not just one."

The collaboration is evident in three rarely seen films from Steven's apprentice years. For Fighter Squad, a hymn to male bonding made in 1959-60 when the novice director was in seventh grade, Arnold got permission for Steven and his all-boy cast to film inside a plane. But it was Steven who cleverly simulated ascents, dogfights, bailouts and crashes by interweaving tilt-a-whirl camerabatics with stock footage from a World War II documentary.

Escape to Nowhere, a 22-minute color film shot in Steven's high school years, continues the boy's obsession with his father's war. The narrative is pretty jerky, but, man, can this kid direct second unit! He handsomely marshals his cast of dozens, smartly intercutting from the Germans to the Americans, accelerating the tempo of shots until the film's climax: victorious G.I.s leaving a village in a swath of deadly red smoke. The best-known film from Steven's youth, Firelight, is a space-invasion movie, and the couple, played by two Spielberg friends, whose home is suffused in the aliens' eerie red light are kin to the mother and child in the first scenes of Close Encounters. But it is also an arid view of modern marriage on the road: most of Firelight could be about a bickering couple on a Sunday drive.

Is the couple Arnold and Leah? The elder Spielbergs divorced when Steven was 19; he remained close to Leah and her new husband Bernie Adler. "Bernie didn't want me around," says Arnold. "It became an uncomfortable situation. The kids suffered, and I just had to ride it out. At the premiere of Jaws, we sat at separate tables." With his father at a distance, Steven looked for new father figures, finding one in Steven J. Ross, the charismatic boss of Warner Bros. "When my son got his honorary degree at Brandeis, I saw the way he looked at Steve Ross, and I could tell Ross was his surrogate father," Arnold says. "I'll admit I had a touch of envy--not enough to make me feel sour, just enough to give me a little itch."

A few years ago, both Ross and Adler died. Says Anne: "It shocked Steven into seeing the fragility of people's lives." Deprived of surrogate fathers, he thought more about his real one. "I didn't want to be as wrapped up in my work as my dad," says Spielberg, "and yet inexorably I was becoming my dad. So we finally reached out to each other. It was like coming home again, making up for lost time--and we have a lot of lost time between us. Now we're so close, it's fantastic." So close that when Arnold remarried last month, his son was best man.

In many ways, the best man is still a boy. He has an infantile obsession with putting his hands in his mouth. He gave up his longtime addiction to nail biting only after Capshaw told him, "I'd like your paws better if you weren't biting them." So he stopped. "It just shows how willful he can be," she says. "Now the problem will be he'll turn into Howard Hughes and never cut them." On the set, when pondering a serious issue, Spielberg will put a forefinger in his mouth; crew members call it "his think stick." When they saw him wearing mittens in the brutal Polish winter of the Schindler's List shoot, they wondered how their boss would ever be able to think things out.

Among Hollywood directors Spielberg may have set the sartorial fashion of slob chic. "He's got pretty bad clothes," notes Hanks. "Sometimes you want to say, 'Steven, the hat! The hat!' I mean, he's written the book on ball caps." And he remains a connoisseur of cheap food. On a recent drive after a respectably solid lunch, he abruptly pointed out the window and exclaimed, "There's where we should have eaten!" It was, of course, a Wendy's. Jokes his mother Leah: "Steven may be rich, but he has no class."

The eternal kid is, after all, human, so as it must to most men, lower-back pain has come to Steven Spielberg. "Occasionally I'll bend down to pick up my children's dirty underwear," he says, "and my entire back will give out." Thus he found the mattress uncomfortably soft when he slept over at the White House, twice, in the Lincoln Bedroom. Like many a public-spirited businessman, Spielberg made donations ($660,000) to the Clinton re-election effort. He stresses that he has never used his money muscle to push policy on the President and that he returned the favor by having the First Family over to chez Spielberg. (Leah wryly notes that "Clinton did not have to make a donation to DreamWorks before he stayed at Steven's.") Spielberg recalls that he made matzo brei for the Clintons, "and grits, which I blew by not adding enough salt. Clinton was such a gentleman that he fully consumed it without blinking."

Good burgher that he is, Spielberg has also taken up cigars. "Makes me look like John Ford, eh?" he asks a visitor to the set of Amistad, where a metal pail sits by the camera to catch the boss's dead stogies. (While talking to a reporter he was careful to smoke a non-Cuban cigar: "I want to be invited back to the Lincoln Bedroom!") He'll also take the occasional drink. During a toast celebrating the first day of shooting The Lost World, Spielberg gulped down a considerable quaff of champagne. "I can't believe you're drinking!" exclaimed Janusz Kaminski, the director of photography. "Yeah," Spielberg replied. "I'm drinking; I'm smoking; I'm making babies. I haven't made a movie in three years, but I've picked up all these other habits."

Once upon a time, they were all kids--all the movie brats of Spielberg's generation. And to look back at the mid-'70s is to see these prodigies fulfilling their promise: Spielberg with Jaws and Close Encounters, Lucas with American Graffiti and Star Wars, Martin Scorsese with Alice Doesn't Live Here Anymore and Taxi Driver, Brian De Palma with The Phantom of the Paradise and Carrie, Terrence Malick with Badlands and Days of Heaven. But Lucas and Malick stopped directing; De Palma slipped into self-parody, then faceless professionalism; Scorsese and Spielberg, with the great exceptions of Age of Innocence and Schindler's List, mostly elaborated on the themes of their first mature work. The "kids with beards," as Billy Wilder called the Brat Generation, have become the Establishment, turned 50 and watched as younger, hungrier directors tried to defibrillate the nearly comatose cinema muse.

Grateful for the help given him by Ross and Universal's Sidney J. Sheinberg, Spielberg has sponsored the work of the next Hollywood establishment. He handed crucial breaks to such directors as Robert Zemeckis (Back to the Future), Chris Columbus (Mrs. Doubtfire) and Joe Dante (Gremlins), and to producers Frank Marshall and Kathleen Kennedy (Congo). Spielberg says he's not looking for directors who'll be Baby Stevens. "I don't need any more clones of myself out there," he says. "The delicate balance of mentoring someone is not creating them in your own image, but giving them the opportunity to create themselves."

Spoken like an indulgent parent. In fact, spoken like the new Spielberg hero. For his recent films are less about kids than about their spiritual fathers: the fretful, grownup Peter Pan in Hook, the twinkly Disney-dino entrepreneur in Jurassic Park and The Lost World, businessman and reluctant savior Oskar Schindler, Amistad's John Quincy Adams. All are Establishment types who buck the Establishment to help the young, the hunted, the disfranchised. They are adults trying to help: mentors, dads-in-waiting, surrogate Stevens.

For himself, Spielberg may have new ambitions as a filmmaker, may see old rules he can find new ways to break. Though he expects to direct a fourth Indiana Jones adventure for Lucas, he says he needs to do "a lot between now and then that will frighten me." A lot of that time will be spent on another interval of serious dadding, this time 18 months, during which he will move his family to New York City for at least a year. "Fathering is a major job," he says, "but I need both things in my life: my job to be a director, and my kids to direct me."

Perhaps the grownup Steven Spielberg is the one who sees his immortality not in his films but in his children. "With Amy he had a wife and son," says a close friend, "but with Kate he has a family." The father of the father agrees. "He's a mature guy now," says Arnold, "and the biggest reason is his family. Kate is a smart, loving woman. She made up her mind she was going to get him--that's the smart part. The loving part is how she treats him." And Steven is even more effusive: "I found true love with Kate, and I don't say that with a Harlequin romance feeling. I say it from the most honest part of me."

Today's Hollywood, awash in facetiousness and sensation, would dismiss such a declaration as mawkish. That's why almost no one dares to make movies like the old ones: blithe, serious, fabulously romantic. Maybe this new Spielberg is the one to try. "I'd like to do a romance that doesn't come across as a soap opera. Maybe I should tell the story of my personal life. Now that would make a compelling love story!"

But if Indiana Jones is worth four movies, surely the Spielberg saga is at least a trilogy. He could start by making I'll Be Home, the script his sister Anne wrote about Spielberg-like siblings. Then it's on to the story of his married lives and movie triumphs. And the climax of the trilogy? That is still to be written. After all, for the most fortunate, life begins at 50.