McCallum became an expert at getting Potter the fees he wanted while mounting low-budget movies and TV shows -- just the man for George Lucas when he took young Indiana Jones to television. Now, as the sole producer of "The Phantom Menace" (Lucas is credited as executive producer) and the only producer in residence at Lucas' movie company, Lucasfilm, McCallum retains an appetite for ribald talk as well as intellectual promotion. He's Smart Aleck in Wonderland.

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"The Phantom Menace" is to "The Young Indiana Jones Chronicles" as "Psycho" is to "Alfred Hitchcock Presents": That's the message I got when I interviewed McCallum a week before the opening of Episode One of the "Star Wars" saga. While Hitchcock used the team he assembled on his TV show to make his horror blockbuster inexpensively, Lucas and McCallum used the team they assembled for their TV show to make "Phantom" for $115 million -- under half the estimated budget of "Titanic." If Hitchcock's on-the-run effort transformed slasher films into vehicles for personal expression, McCallum vows that "The Phantom Menace" will liberate all moviemakers from Hollywood. It is, after all, the biggest independent film in history.

Lucas hired McCallum for "Young Indiana Jones" to bring to that series the ingenuity that marked his BBC productions, including Potter's brilliant Proust-meets-pulp miniseries, "The Singing Detective," in 1986. The "analog" understanding of talent McCallum had learned at the BBC, along with the digital revolution at Lucas' effects shop, Industrial Light & Magic, made it possible for a sprawling Young Indy episode to cost the same as an hour of "L.A. Law." Along with a tiny big-screen misfire ("The Radioland Murders") and a giant hit ("Jurassic Park"), the series convinced Lucas that it was time to make a special edition of "Star Wars" and follow it up with the prequels.

McCallum's career began while he was a student in comparative literature at Columbia University. In the early '70s, he answered a mimeographed ad on a pegboard and got hired as a driver for producer Ismail Merchant, who was doing a film called "Savages" with director James Ivory. McCallum joined them again on "The Wild Party" (an oddity, based on a Roaring '20s narrative poem, with Raquel Welch as a flapper), then entered the Directors Guild as an assistant director. He toiled on three John Frankenheimer films (the last, in 1979, was the abysmal "Prophecy") and developed Peter Bart's novel "Destinies" when Bart was the head of Lorimar.

But what changed McCallum's life was connecting with Potter while taking a smoke at a London party. Potter suffered from psoriatic arthropathy so ferocious that it periodically covered his skin with lesions and caused all his joints to crack. Wanting to make sure he left some money behind for his family, he began hawking a screenplay version of his breakthrough miniseries, "Pennies From Heaven," as a lavish American movie. (Potter died in 1996, of pancreatic cancer contracted from the drugs that controlled his lifelong illness.) When Potter visited Hollywood with another friend of McCallum's, ace production designer Ken Adam (best known for eight Bond films and "Dr. Strangelove"), the three-way combination clicked. In 1981, McCallum became the executive producer of an audacious $18 million extravaganza starring Steve Martin, with Herbert ("The Turning Point") Ross as director and Gordon ("The Godfather") Willis as cinematographer. The sex-in-the-Great Depression story, now set in Chicago, retained the potent device of characters lip-syncing to old-time crooners doing period songs -- expressing their own yearnings while connecting to the despair and hope of the Zeitgeist.

"Before the movie opened," McCallum remembers, "Pauline Kael, who adored it, told us that in a week we'd either be geniuses or invisible." I recently reminded Kael of that remark; she said, with a laugh, "They were both."

"Pennies From Heaven" flopped -- it bewildered Martin's post-"Jerk" audience (his 1999 audience might have gotten it) and failed to land unanimous critical support. Even Kael, in her 1981 rave, noted that "the lip-syncing idea works wonderfully," but "the dialogue scenes get off on the wrong foot." What McCallum learned is that the goals of a studio can clash with those of moviemakers: "If we'd made it in England, for $10 million less, we might have become a modest hit. But the studio chief, David Begelman, was trying to revive MGM, and he wanted this to be known as a new MGM musical, shot on the MGM lot."

When Potter promised to give McCallum new life as a producer in England, he leapt at the opportunity. You can chalk up part of the production paradigm for "The Young Indiana Jones Chronicles" and "The Phantom Menace" to McCallum's inside-out view of British TV drama. Despite the elitism of English society, he found no class system in London show biz: "a Judi Dench could go from getting hundreds of thousands for a Bond film to hundreds a week for several weeks on a contemporary BBC play to little over a hundred a week at the National Theater" without tarnishing her luster. With a rich but not overpaid talent pool and a state-funded company with enlightened leadership, a producer in the BBC's '80s heyday could depend on having the resources he needed to fulfill a writer's dream -- provided he could persuade a director that it would be fun to do on a tight schedule and budget.

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