Twentieth Century Fox is producing its first animated feature in dim offices filled with paint tubes, balloons and personal mirrors - a studio the film's directors wanted anywhere but in Los Angeles. ''It's not a good thing to build a new house in the middle of the battlefield,'' filmmaker Don Bluth said about choosing Phoenix as the site for Fox Studios. ''Los Angeles is the hub of all studio activity - it's Hollywood''.

The film is in production at Fox Animation's 66,000 square foot facility, which is among the best equipped high-tech centers in the film industry, boasting 83 Silicon Graphics workstations. Fox initially announced plans for its animation studio a year ago,committing more than $100 million to the effort.Fox built it outside of Los Angeles to ''break the mold and be different,'' said Kiki Morris, senior vice president and general manager of Fox Animation Studios. The facility have been completely remodeled, and custom designed equipment was manufactured to meet the needs of one of today's most beloved art forms.

To oversee the entire Anastasia project, Fox hired filmmakers Don Bluth and Gary Goldman. "We have learned two important things from our successes (American Tale, Land Before Time, All Dogs) and our failures (Thumbelina, Troll)", explains Bluth. "It's not enough to create a great movie that connects with a wide audience. You have to have a terrific marketing program in place so that people will be aware of your movie. "Teaming with Fox has assured us we have this magical combination with Anastasia. Children and their parents are already aware of the film because the trailer is on Fox's premier spring and summer films".''We looked back at early Disney and said, "Something is missing,'' Bluth said. "When the corporation began to do formula, the art and the risk art needs became less important."

"I've been associated with this film for about three years and have loved every minute of it," Bluth says. "There have been lots and lots of people who have conferenced and talked about it. It's been a new experience because I've enjoyed the collaboration of many writers and songwriters and lyricists who have come in with all their marvelous ideas".

Fox was determined to create an animation department that could one day rival Disney's. "We want to be able to release a major animated feature every 18 months," explains Chris Meledandri, president of Fox Family Films. Keeping the pace of Hollywood, but keeping a distance from Tinseltown, may well end up being the secret of Fox's success and longevity. "We chose Arizona to give our employees a better quality of life," says Bluth.

Creating the movie version of the romantic adventure tale is employing the talents of nearly 400 of the world´s top animators representing 14 countries around the world. Bluth and Goldman wound up bringing about 80 artists and other crew members from Ireland. Then sifted through 10,000 applications from around the world to hire an additional 260 crew members, about half of whom are from Arizona. "We auditioned three times that number so we know we have the cream of the crop," explains Chris Meledandri. "Every week we show about 10 minutes of it to the crew," says Goldman, "and they get all pepped up."

Not every animator is working on Anastasia. There are those busily creating backgrounds and character animation for Fox's next feature, Planet Ice, a futuristic adventure tale which "couldn't be more different in subject matter and tone," says Chris Meledandri. A third film is also in pre-production. We want to convey our enthusiasm and commitment to animated films", he says.

With mammoth money-making studios like Disney and Warners to compete with, the people at Fox are intent on becoming front-runners in the race for the animated blockbuster. "Our first aim here is to make a good movie that connects with the audience," says Don Bluth. Their second aim is an aggressive, ace marketing campaign this winter.

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The story, at first, may not seem a likely choice to tickle kids' fancies. It's a musical version of the famous myth about the lost Russian princess. Anastasia was the youngest daughter of Czar Nicholas, whose entire family was executed. For decades, rumors circulated that Anastasia had escaped the execution, but such was no the case.

Fox has turned the depressing tale "into a musical fairytale," says Goldman, "a Cinderella story. "I know it will shock and surprise you," he smiles, "but we even found our way to a happy ending." But how their happily-ever-after Cinderella story contrasts with the Cinderella of old he points out, is "it's a 20th century fairytale, a contemporary story where people are characters from our era, not damsels in distress with knights in armor."

To critics who may condemn this version of the tragic story as Capra-esque in nature, Goldman explains, "If we were making a documentary and stayed true to the story, it would leave the audience tremendously depressed." The spiritual subtext of their stories has always been "to take the human condition, tragically flawed, and build it up to show what is possible." Meledandri is quick to point out that Fox is "not doing a documentary. This is a story about family, separation and survival."

This story about a plucky orphan searching for a place to belong should appeal to kids of all ages (especially "adult" kids, he says), because "It´s about finding out who you are, if anybody loves you- pressing questions for everybody," says Bluth. After scanning a book on one of the many versions of the real-life story, Bluth was also piqued by the monarchy of it all. "People are interested in royalty," he says, "and we don't have much of that these days."

"Anastasia's" screenplay was penned by Susan Gauthier and Bruce Graham. Once Bluth was convinced he had a great story, he turned to Lynn Ahrens and Stephen Flaherty, the team behind "Once on This Island" and "Ragtime", to write the seven songs for Anastasia. He hopes children will be humming and singing "The Dream Waltz" and "Once Upon a December" before they ever get to see the film.The film includes other songs like "Have you heard?", performed while Dimitri and Vladimir screen candidates for women who resemble Anastasia, and "Home holds the spirit", the main theme of the movie.

Bluth spent months exploring what the lead characters - Anya, who turns out to be Anastasia, and Dimitri, a young con man who befriends her - should look like. He pored through photographs of famous faces, falling in love with Audrey Hepburn's eyes. He went on to watch some of Hepburn's movies and built the character Anya around those eyes. "The eyes are the windows of the soul," Bluth said. "I always tell the animators that if there is any place you are going to focus your artistic ability, put it on the face, particularly the eyes."

When Meg Ryan agreed to provide the voice of Anya, Bluth redesigned the character to reflect more of the actress' personality. He´s happy with the results.Ryan "began to bring a certain personality to the part that made her very different than any animation heroine that I have seen. She has some rough images, which makes it more fun to watch. It isn't just vanilla." "I think "Anastasia" has a lot of moments in it which cause me to see myself, and I like that a lot.", Bluth says. "The never-ending search to find out who you are and to find out where the love is in your life are not just questions in the minds of children, but they are also in the minds of adults. Even though we get older, we're still just children."

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The animated movie is being filmed in wide-screen CinemaScope "because it is about big things and big people". That has produced its own set of challenges. Everything from the size of drawing paper to video- projector lenses and computers have been customized to fit the large format.

Unlike the days of drawing cells and photographing frame by frame, ''Anastasia'' was digitally produced, allowing for a sharper picture and vast range of color. ''This is the first time we have used computers to this extent,'' Goldman said. ''Everything's cleaner. The picture should be almost grainless.''

Because modern animation´s constantly evolving and is challenged by almost staggering technical demands, the Fox Animation Studios utilizes the latest, cutting-edge techniques in animation. Its animators and artists are breaking new ground; they´ve even invented some of their own equipment to give them more flexibility.New scanners,never before used in the entertainment industry; "super-computers" utilized by top special effects houses in the country; and the capability to record dialogue and dub an entire picture are just a few of the tools that will help Fox Animation Studios bring the magic and excitement of Anastasia to the marketplace. And the tradition of excellence will continue for years and years to come.

Digital technology also ended the days of laborious handmade revisions and allowed artists to choose from 16 million colors - as opposed to 1,600 in the days of mixing paints alone. ''The computers have taken the burden of labor off our shoulders. But it is still very much a hand process - your pen, your imagination, the emotions you may have,'' Bluth said. ''Every-thing is still human and part of the process.''

Stunning CGI (Computer Generated Imagery) scenes have been shown in the previews at theaters and on home videos. There is one spectacular scene where a speeding locomotive is out of control, falls over a cliff and explodes. Its all done in SoftImage and Alias. Chris Kazmir explains Fox is combining the tools available in 3D modeling and animation software with traditional cel animation techniques to produce effects previously unavailable to animation studios. But greeted with the cutting edge of this technology leaves the veterans a little future-shocked. "All the movies I ever made were done with a traditional cell process," says Bluth. "Converting to a digital system was the biggest jolt of my career".

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Taking their cue from Disney, Bluth and Goldman have made certain there will be no shortage of Anastasia merchandise available for Christmas. "It is an important part of the release game for an animated film," admits Goldman.

"Burger King" has partnered with royalty by way of the movie. The very grown-up Anastasia story is a brave choice for an animated extravaganza and the thought of Anastasia and a hamburger together is also pretty hard to swallow. Burger King, which has been helping Disney push several of that studio's animated blockbusters ("Beauty and the Beast," "The Lion King"), will soon be pushing "Anastasia" in the media and throughout its vast chain of burger pits with 18 millions of dollars in advertising concept within six weeks from the release date, next autumn.

Fox has also signed a licensing agreement with Lewis Galoob Toys. Galoob owns the exclusive, worldwide first rights to license toys based on all new Fox theatrical and television properties, excluding the Fox Children's Network, until the year 2004 with renewals; Anastasia represents the first major film tie-in to come from the partnership. Galoob has announced its plans for a summer preview to the trade of an extensive line of beautiful fashion dolls with royal costumes and accessories, as well as plush toys, collectibles and play sets based on Anastasia. Galoob's toy line will be launched in anticipation of the blockbuster movie release.

The 11.5'' Fashion Dolls are fully poseable with positionable elbows, bendable legs and poseable waists.Galoob's assorted Anastasia and Dimitri fashion dolls include Together in Paris Anya, Dream Waltz Anastasia, Paris Elegance Anastasia, Together in Paris Dimitri and the Paris Romance Gift Set. The fashion dolls will hit retail shelves in October of this year. Galoob has also developed a doll with the adult collector in mind. The collector doll comes beautifully packaged with a certificate of authenticity and a special display stand. Galoob's new FOB non- promotional subsidiary toy company, Galoob Direct, will also offer a wide array of Anastasia products, from poseable figures and accessories to role-playing sets and plush. All are available to complete the retailer's selection of Anastasia merchandise and to enhance a child's Anastasia collection. In October of this year, Galoob Direct will offer the Royal Fashions Collection, which will feature eight -more- different Anastasia and Dimitri fashions with stylish period accents such as hats, faux fur and delicate lace. Visit Galoob's Official Site for more info.

Fox Interactive is working now in a game based on the film. "Anastasia: Adventures with Pooka and Bartok" is described as " a journey inside a graphic adventure based on Twentieth Century Fox's upcoming animated feature film. Travel with Anastasia and Pooka, her loyal puppy, from St. Petersburg to Paris to prove Anastasia's true royal identity. By collecting clues and solving puzzles, you must help Anastasia meet her grandmother, the Dowager Empress, before the evil Rasputin foils her plans. Every visit to Anastasia's world brings new surprises and unpredictable interaction for hours of fun and excellent replayability. Richly animated graphics and backgrounds bring to life the intrigue and regal splendor of days past in this magical, activity-filled adventure of grand proportions". The game is being developed by "Motion Works Group", and it will be released for Windows '95 and Macintosh CD-ROM in Q4 of 1997.

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Though Anastasia has claimed the enviable American Thanksgiving weekend, Disney is not taking this upstart lightly. The weekend before Anastasia opens, Disney will re-release The Little Mermaid and the week after, it will release the Robin Williams remake of Flubber. "It's a high-risk business. We know Disney doesn't want us encroaching on its cash cow but we feel that with Anastasia, we have a film that families will want to see. "We're not as afraid of Disney as they are of us. That's for certain."

Bluth hopes a human touch will be conveyed in ''Anastasia,'' though the film's 250,000 drawings were put together, edited and stored on 3 million computer files. ''Our biggest temptation is to be enamored with the process and equipment,'' Bluth said. ''But what the audience really cares about is the story - Is that me? Is that a piece of me?''