Lightning Strikes

The first scene of "Harry Potter and the Prisoner of Azkaban" removes any doubt that the famous child wizard is growing up fast. The camera glides toward a light pulsing in the night, then through an open bedroom window, where Harry is hiding under his covers, playing with his wand and hoping to God he doesn't get caught. Wait a minute. Has new director Alfonso Cuaron inserted a sneaky allusion to the private habits of teenage boys into the family-friendly franchise? Cuaron's a warm, chatty guy and not one to dodge controversy--his last film, "Y Tu Mama Tambien," was so graphic that it was released unrated--but there's no way on earth he's going anywhere near this topic. "This is NEWSWEEK, man!" he says, then laughs for a very long time.

Intentional or not, it's a pitch-perfect bit of subtext, and only the first of many reasons "Azkaban" rocks. Sure, there's a werewolf and a hippogriff and a bunch of other magical stuff, but the real reason this third film in the series outshines the others is that it's about something far more frightening than failing your Potions final or facing Lord Voldemort. It's about being 13. "It's such an archetypal age--the bar mitzvah, the communion," says Cuaron, who replaced Chris Columbus, the director of the first two movies. "It's the moment in which fear is no longer the bogeyman under your bed. It resides inside you. In this story, Harry has to come to terms with his male energy."

In Harry's latest adventure he's being hunted by convicted murderer Sirius Black (Gary Oldman), who has escaped from Azkaban prison. Black was supposed to be a friend of Harry's late parents but apparently betrayed them to Lord Voldemort. With a killer on the loose, Dementors--sinister, skeletal creatures that literally suck the joy from the soul--are dispatched to guard Hogwarts School of Witchcraft and Wizardry, but they'll attack anyone, including Harry. Professor Lupin (David Thewlis), a new Defense Against the Dark Arts instructor with some darkness all his own, teaches Harry to summon a Patronus charm to ward them off. "Patronus" is derived from the Latin for "father," and for Cuaron and screenwriter Steve Kloves, Harry's journey in "Azkaban" is the search for some inner strength, the start of his path to manhood. "It's almost Jungian," Cuaron says. Yep. And cooler than a Quidditch match.

Three and a half years ago, "Harry Potter and the Sorcerer's Stone," the first film based on J. K. Rowling's phenomenal book series, grossed almost $1 billion worldwide. That's more than any "Star Wars" movie, and bigger than the first two installments of "The Lord of the Rings." The next year "Harry Potter and the Chamber of Secrets" rang up a further $869 million. But while most audiences loved the movies, critics were underwhelmed. "It's terribly unfair," says Warner Bros. president Alan Horn. "The first 'Harry Potter' was an impossible task because people were frenzied over Jo Rowling's book. Chris Columbus and his team had to design the look of Hogwarts--the look of everything in that world. He cast these great kids." He sighs. "I don't know why Chris never got the critical acclaim he deserves. It's hard not to be upset by that."

It's also not something he'll have to put up with anymore. Before finishing "Chamber," Columbus decided not to direct the third film. "I was just mentally and physically exhausted," he says. "I couldn't even put two sentences together, and I didn't feel I could give the kids 150 percent anymore. But I felt very protective of them. Most of them had never acted when we did the first film, and I thought, 'If I leave, am I just giving these kids over to Hollywood?'" He decided to stay on as a producer, but that still left Warner Bros. with a major problem. Finding the right director for the first film was hard enough. Finding an Alister who was willing to step into an established franchise and who wouldn't insist on radically re-inventing it was near impossible. Scarier still, a bad or avant-garde "Azkaban" could not only tank at the box office but kill the franchise altogether. The studio had suffered through that before when director Joel Schumacher took over the "Batman" films from Tim Burton and turned them into homoerotic camp. "Suddenly, 'Batman' became 'Starlight Express'," Columbus says, laughing. "So there was a real sense of protection about 'Harry.' We didn't want someone to put nipples on the Batsuit."

Cuaron made the shortlist because the studio had released his enchanting 1995 film "A Little Princess." Few people saw it, but Rowling was one of them, and it helped inspire her to sign over the "Potter" rights to Warner Bros. It also didn't hurt that the 42-year-old Mexican auteur is a critic's darling with a gift for pairing raw, natural performances with exquisite imagery. But there was one tiny snag: he wasn't the least bit interested. "I didn't really know anything about 'Harry Potter.' I thought, 'Why would I want to do a sequel?' " he says. So when the top-secret script was hand-delivered to him in London, he didn't even read it. "It just went into a pile," he says. A call from producer David Heyman motivated him to take a look, and, like almost everybody who wanders into Rowling's world, he was hooked. "I was amazed," he says. "It's a children's book, but it deals with a parallel universe that is closer than people think it is."

Adapting it wasn't easy. "Potter" fans are fanatical about seeing every sentence of the book on the screen, but Cuaron made a bold decision. He scrapped everything that didn't relate to the central theme or didn't keep the plot flying. He ditched the rich, golden tones of the previous films, replacing them with icy silvers and inky blacks. And he re-envisioned Hogwarts as a grittier, less Disney-fied place, so that the magical moments would be even more transporting. In "Azkaban," Cuaron keeps the camera moving, using very few close-ups, which adds to the eerie sense that Harry is being stalked. The result is a film that's really moving--and really moves. "Alfonso's a soulful person, and that emanates through every frame of his films," says Heyman. "We realized, frankly, that we needed to develop the franchise, to improve. What's so brilliant is that he changed so much, but in a way he changed nothing. It's still within the spirit of what came before it."

Of course, all of Cuaron's efforts would have been for naught if the three stars--Daniel Radcliffe (Harry), Emma Watson (Hermione) and Rupert Grint (Ron)--weren't up to the task. But their performances, Radcliffe's in particular, are far more impressive this time around. They're all 14 or 15 now, and have two films under their belts. During rehearsals, Cuaron had long conversations with them about the pains and fears of being 13, and then had them write essays, connecting the lives of their characters to their own. "The essays were so beautiful, and so personal," Cuaron says. Well, most of them were. "I forgot to do mine," says Grint. "It was a bit embarrassing. Emma did, like, 20 pages!" Watson just sighs when she hears this. "It gets bigger and bigger every time he mentions it," she says. "First it was 10 pages, then it was 12 and now it's 20. In my defense, I did write quite a few pages, but I have big handwriting and I left really big spaces."

The essays were part of Cuaron's plan to treat them like teens rather than tykes. "When you work with kids, people tell you to be very delicate," he says. "But that's the last thing you want to be with kids. They feel patronized if you're like that. They just want you to be normal." Case in point: to inspire Radcliffe for a scene in which he had to appear awed, Cuaron told him, "Pretend you're seeing Cameron Diaz in a G-string." No surprise, it worked. "The only thing in my personal relationship with the kids that was a disadvantage was that I couldn't curse," Cuaron says. "It was written in my contract." He did, however, manage to pass on a few choice phrases to Radcliffe in Spanish. "That was nice," Radcliffe says, sweetly. "But it's nothing I can repeat for the Spanish audience."

Radcliffe was also busy bonding with Thewlis, with whom he has most of his major scenes, and Oldman, whom he's idolized for years. "It's like I worship at the altar of Gary Oldman," Radcliffe says. "I was terrified when I was going to meet him because I envisioned the guys that he plays in films, which are often scary characters. But he wasn't too much taller than me, and was a really sweet, nice, chilled-out guy." For his part, it didn't even occur to Oldman that his costars might be intimidated. "I was intimidated by them," Oldman says. "I still come from that place of insecurity. This whole world is established, and it seems to be working pretty well. I am the Prisoner of Azkaban. It's called 'The Prisoner of Azkaban,' so really, the only person who could f--- this up was me." Thewlis, meanwhile, still can't stop raving about the lad who plays Harry: "He's fantastic, remarkably sane and quite eccentric. He's quite the little punk, and so self- deprecating. We used to joke that he'd be in rehab by the time he was 18, and by 27 he'd be hosting a game show called 'It's Wizards!' He's very funny."

"Azkaban" is likely to make Radcliffe not just more famous but totally crush-worthy. In addition to growing as actors, Radcliffe and Watson in particular have blossomed into physically beautiful teens. Although Warner Bros. initially signed the kids to just one movie at a time, fearing they might grow too tall or get tired of the job, the studio has now offered to lock them in for the remaining four pictures. The teens, though, are still taking it movie by movie. It's hard to know at 14 what you'll want to be doing at 19. "I really do love acting," says Radcliffe. "So it's definitely something I'd be interested in doing in my future life. But I'm keeping my options open. I'm ready for anything."

At the moment, Radcliffe and friends are shooting "Harry Potter and the Goblet of Fire" with director Mike Newell ("Four Weddings and a Funeral"). Cuaron loved making "Azkaban," and might come back to direct the fifth or sixth film, but right now he couldn't bear it. "I'm tired," he says. "I can't imagine how Chris Columbus or Peter Jackson did it." When the movie opens on June 4, audiences will be wondering the exact same thing about him.