WHY WOULD two accomplished, well-established actors attempt an update of the indelible roles created 55 years ago by Vivien Leigh and Clark Gable in "Gone With the Wind"?

Joanne Whalley-Kilmer's initial reaction? No way!"I thought it was a mad idea that they should be doing a continuation of the story," says Whalley-Kilmer, who plays Scarlett O'Hara in the miniseries "Scarlett." The sequel to Margaret Mitchell's "Gone With the Wind" is based upon a novel by Alexandra Ripley.

"I didn't read the book `Scarlett,' " Whalley-Kilmer said. "I remember it, because you couldn't miss it. I was intrigued. I said, `It sounds crazy, but let me read it.' I read it and I thought `It's great. It's really well done.'

"Then I found out who was involved in the film, and I thought, why not? It's a fantastic role. I'd never done anything in this convention before. It's a melodrama - a big, entertaining, rip-roaring roller coaster of a melodrama. That intrigued me."

Whether Whalley-Kilmer made the right decision may be clearer after the four-night run of "Scarlett" is completed.

Timothy Dalton re-creates the role of Rhett Butler, originally portrayed by Gable.

This is not the first time Dalton has followed a tough act. In 1970, he assumed the Laurence Olivier role of Heathcliff in a remake of "Wuthering Heights." Then, he undertook James Bond in "The Living Daylights" and "Licence to Kill," following Sean Connery and Roger Moore.

Whalley-Kilmer remembers seeing "Gone With the Wind" in England when she was 7 or 8.

"It was over Easter. They always show big movies then," she said. "I just loved it. But I've always loved that kind of film. Since then, I've seen it over and over. Now, I have my own copy."

About the character of Scarlett: "She's not an angel. It would be hard to play Melanie. I can't be that noble. Scarlett, you see in all her colors. She wanders through them in quite rapid succession. She's very instinctive, very direct.

"She knows what she wants in the big picture, but she improvises in getting it. She does have kind of a pattern, but it's a spontaneous one that will take you by surprise. She's very sure in her goals. She wants Rhett back, that's certain."

The actress was Joanne Whalley when her career began in English theater and television. Then she appeared in "Willow" with Val Kilmer. They fell in love, married, and she added Kilmer to her billing. Since then, she has appeared in "Storyville," "Shattered," "A Good Man in Africa" and "Trial by Jury."

Did Scarlett really love Rhett?

"Yes," Whalley-Kilmer said flatly. "I think as she matures, she comes to understand things better. I think they both realize they are meant to be together. He is the only person she can really be herself with.

"They both have great misunderstandings, great miscommunication. They drive each other crazy. But they have to get over that. Because what they have, you only find once."

*****

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`Scarlett' debuts

"Scarlett," starring Joanne Whalley-Kilmer as Scarlett O'Hara and Timothy Dalton as Rhett Butler, debuts at 8 p.m. Sunday, Nov. 13, on Ch. 5. The eight-hour CBS miniseries continues at the same hour next Tuesday, Wednesday and Thursday.

The supporting cast includes Ann-Margret, John Gielgud, George Grizzard, Esther Rolle, Julie Harris, Paul Winfield and Stephen Collins.

John Erman directed the film over six months in Charleston, S.C., Ireland and England.

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