At the moment when Johnny Depp and Kate Winslet needed to believe most, they just couldn't. During a crucial scene in "Finding Neverland," the entire wall of a living room literally lifts away to reveal a breath-taking fairyland. "We were all, like, 'What the f--- is that?'" Winslet says, laughing. "I confess, Johnny and I were, like, 'That is never going to work.' I mean, how wrong can you be?"

Directed by Marc Forster, who led Halle Berry to an Oscar two years ago in "Monster's Ball," "Neverland" is about the events that inspired J. M. Barrie (Depp) to write "Peter Pan." With his childless marriage, as well as his career, faltering, Barrie befriends four boys--Jack, George, Michael and Peter--and their widowed mother, Sylvia (Winslet). The "lost boys" help Barrie relocate his passion as a writer. He teaches them that imagination can stave off grief and age, among other things--that you can grow up without growing old. "The loss of childhood is just so... sudden," Depp says. "One day you're a boy, and the next there's a job and responsibility, and you're a man. It happens real quick."

This movie did not. It's been five years since Miramax first optioned the screenplay, and the studio has been running an obstacle course to the cineplex ever since. The biggest hurdle was finding a director. The film needed someone who could handle the fantasy elements, but also keep the sentimental story from slipping into schmaltz. "It was no, no, no, no, to a lot of directors," says producer Richard Gladstein. Forster among them. When the Swiss director first read the script in 1999, he'd just finished his first feature, a drama about a woman who loses her child to sudden infant death syndrome. Miramax wouldn't even consider him. "My agent called and said, 'They don't see the relationship between this and your dead-baby movie'," Forster says, laughing. Two years later, with the buzz on "Monster's Ball" building, Miramax's Harvey Weinstein not only met with Forster but offered him the movie on the spot. "Not a lot of other studios would have hired someone with two intensely dark movies to direct this," Forster says. "I mean, it doesn't make sense to any rational, thinking person."

The result, though, is a film made more powerful by its restraint. Its most painful moments feel as if they're played by a lone violin, rather than by a full orchestra. "Marc's such a subtle director," Winslet says. "After a take he'd say, 'That looks great, but maybe a little less.' There were times when I thought a scene should be more emotional, but I happily followed his lead, and what you end up with are these measured, balanced performances. It feels real." Depp's portrayal of Barrie is far quieter than his Oscar-nominated role as Capt. Jack Sparrow in "Pirates of the Caribbean," but it's infused with the same sense of play. "I wanted to find someone who was sort of the fifth boy," Forster says. "And the child within Johnny is very much intact." Case in point: for a formal dinner scene in which the boys needed to crack up at the adult seriousness around them, Depp helped them by installing a "fart machine" under the table without informing them. "I had the remote control in my hand, and when Marc called 'action,' I just let loose on the thing," Depp says. "The boys went crazy. I mean, they lost their minds." He laughs. "You'd be surprised how often it works. It doesn't get old too quickly."

Although Depp seems like an ideal choice to play Barrie, Miramax was looking for a bankable star, and in early 2002 the actor was not. The studio said yes anyway. A year later "Pirates" made Depp the hot-test commodity in Hollywood; his price instantly leaped to $20 million per picture. "I think Johnny now costs the entire budget of this film," says producer Gladstein. "In fact, I'm certain of it."

With all the buzz around Depp in the summer of 2003, "Neverland" looked like a hit, and an Oscar contender. But then Miramax got into a tussle with Columbia Pictures and lost. Columbia was about to release a live-action version of the actual "Peter Pan" and, worried that "Neverland" would siphon off its profits, refused to let Miramax use certain lines from Barrie's play in its film. Forster and Miramax made the torturous decision to put "Neverland" on the shelf for a year, rather than lose the lines. "I just had to let go," says Forster, who threw all his energy into his next film, "Stay." "If I'd sat at home waiting, I would have gone nuts."

Had it been released last year, Depp would have competed against himself for a best-actor nomination, and "Neverland" would likely have been steamrolled by "The Lord of the Rings." Now "Neverland" looks like a best-picture front runner, and nominations for Depp, Winslet and Forster seem possible. And if Winslet has her way, the boy who plays Peter, Freddie Highmore, will be a shoo-in. "He is the most breathtaking child actor I have ever worked with, seen or experienced in my life," Winslet says. "It's a scary gift he's got there."

The only remaining hurdle "Neverland" needs to clear is the suspicion that the real-life Barrie may have been a pedophile. Andrew Birkin, author of the biography "J. M. Barrie and the Lost Boys," insists the rumor is absolutely false, a conclusion he reached after reading decades' worth of Barrie's correspondence and interviewing Nico Llewelyn Davies, one of the boys in the family that inspired this film. "Nico was 100 percent certain that Barrie harbored no lust for man, woman, child or beast," Birkin says from his home in Wales. "Barrie was essentially asexual, clearly impotent. He was a lover of children, yes, but not sexually."

In any case, the filmmakers are not pretending that "Finding Neverland" is some rigorously factual biopic. It is, as Forster likes to say, a fictional story inspired by true events. What will matter most to viewers is that it is indeed inspired--though, for a moment two years ago, when he was waist-deep in the material, the director himself wasn't so sure. "When I read the script, I cried," he says. "But as I was watching the first cut of the movie, I didn't feel anything. I thought, 'What have I done to this movie!' "The moment didn't last. "I looked over at my editor, and he was in tears," he says, and laughs. "And I was, like, 'Oh. OK. Good'."

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