LOS ANGELES -- One of the first hints of trouble with the sequel to "Babe" came at a test screening in Anaheim Hills nearly a month before the movie was to open.

People said the supposedly family-oriented "Babe: Pig in the City" was too scary for children, pointing to scenes of a goldfish flopping around and gasping for life and a dog nearly drowning as it dangles upside-down on a chain, just its head in the water.Although some changes were made, the early troubles would prove to be an omen: "Pig in the City" will probably go down as the biggest box office disappointment of the year.

The film, which cost nearly $100 million to produce and market, had an $8.5 million, fifth-place opening last week, and little hope of any recovery this weekend. The weak opening contributed to the ouster of Universal Studios chairman Casey Silver and has left Hollywood wondering how things could go so wrong.

Although there is some disagreement between the Australian-based filmmakers and the studio brass in Hollywood, two factors appear to have been critical: the movie's release on the most competitive weekend of the year and the impression the film was too dark for children.

"This film was seen as a risk," said Paul Dergarabedian, president of Exhibitor Relations Co., which tracks box office data. "Any time you raise a red flag with parents, they're not going to chance it."

Despite the debate, "Pig in the City" actually opened to nearly identical business as the sweet and gentle original. The original "Babe," however, remained strong for weeks as word of mouth spread. The fear at Universal is that the sequel will do just the opposite.

Actually, "Pig in the City" received some of the best reviews of any movie this year. Critics hailed its inventive visuals and incredible use of special effects.

But even the positive reviews noted the darker tone of the sequel. It seemed to many critics that Babe had left the bucolic wonder of the Hoggett farm and entered a disturbingly surreal city out of a Fellini film, full of slapstick violence.

Universal officials declined to comment and Director George Miller wasn't available for comment. His spokesman, Johnny Friedkin, said studio officials had seen a script two years ago that included some the scariest scenes, including Babe being chased through the mean streets by a vicious dog.

He noted that the studio was well aware of Miller's grown-up credits, including the violent "Mad Max" films and the depressing "Lorenzo's Oil."

"You had to be mentally deficient to read the screenplay and not see what was in it," Friedkin said. "There shouldn't have been any surprises."

The original "Babe" was directed by Chris Noonan, but Miller co-wrote it and co-produced it, just as he did with the sequel.

To be sure, the original "Babe" had its disturbing moments. The pig's first lines in his sweet voice, as his mother is being hauled off to slaughter, are heartbreaking: "Goodbye, Mom." There's also a sheep being killed by dogs and Babe himself staring down the barrel of a shotgun.

All agree, though, that Universal gave Miller too much freedom to accomplish the nearly impossible: create a follow-up to one of the most beloved movies of all time. Miller worked without studio interference on the original "Babe," which earned $63.7 million, and nobody wanted to tinker with his success.

Miller did almost all the work on the sequel in Sydney, halfway around the world from Hollywood. With computer effects making animals talk and multiple animal appearances being merged to create seamless sequences, it was impossible to create coherent scenes until well after the film was shot.

So it wasn't until Nov. 8, one week before its star-studded charity premiere, that a complete print was shown at the test screening in Anaheim Hills.

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Industry sources, speaking on condition of anonymity, said that on the basis of the focus group's responses, Miller shortened the goldfish and near-drowning scenes, toned down the musical score and reduced the screen time for Mickey Rooney's nasty clown. A second screening days later brought a considerably better response.

But to make time for the extra editing, the studio had to cancel the benefit premiere and a weekend media event, developments that made national news. Suddenly, "Pig in the City" was branded as a movie in trouble.

Meantime, the film was being released at perhaps the worst possible time -- Thanksgiving weekend, and up against two strong family-oriented films: Disney's "A Bug's Life" and Paramount's "The Rugrats Movie."

Some months earlier, studio brass debated whether to reschedule the release of "Pig in the City." They decided to stay the course because of promotional deals, with products timed to hit store shelves around the movie's release.

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