NOVATO, Calif. — Richard Donner crouches on his hands and knees, directing two giggly boys as they play with a dog holding a turtle in its mouth. The filmmaker is ready to capture this childhood magic, but suddenly, the German shepherd starts gnawing on the turtle.

Veteran director Donner flashes a chagrined grin at cinematographer Laszlo Kovacs. On "Radio Flyer," where actors include turtles, frogs and a buffalo who adores Oreo cookies, controlled chaos reigns. "Sometimes," says Donner, "the best cinematic moments are improvised."

"Radio Flyer" is about life in 1969 suburbia, as seen through two boys' wide eyes. It's replete with a red Radio Flyer wagon, pink Bazooka bubble gum and peanut butter sandwiches. The close-knit brothers escape from an abusive stepfather into a fantasy life of magic potions and a friendly buffalo.

Two little stars, Elijah Wood and Joseph Mazzello--9 and 7--are carrying this $30-million film. The script was written by unknown 27-year-old David Mickey Evans, who was paid about $1.2 million for both his script and the chance to direct his first feature. But "Radio Flyer" had an abortive takeoff: Two weeks into production last June, producers Michael Douglas and Rick Bieber and the powers at Columbia Pictures abruptly pulled the plug and let about $10 million in pre-production costs--plus the cast (which included Rosanna Arquette), crew and David Mickey Evans--go down the drain.

Rumors started flying about why the production was shut down. Some say Evans' footage was disappointing and that he was too rigid with the child actors. Others say Evans was "used" by dealmakers so hungry to own the screenplay that they ignored the risk of using a first-time director. Evans employs the time-honored euphemism "creative differences."

Whatever happened, the stuttering start-up on "Radio Flyer" was also a bumpy start for Columbia Pictures' new owners in Japan. It was the first film put into production after Sony Corp. startled the film world with its $3.4 billion purchase last year of Columbia Pictures Entertainment Inc.

Few in Hollywood were surprised when, within days, superstar director Donner was being wooed lavishly to rebuild the downed "Flyer." Donner ("Superman," both "Lethal Weapons") says he was offered "above scale"--$5 million, a new high for a director. His wife, Lauren Shuler-Donner, who produced "Mr. Mom," and "Pretty in Pink," landed $1 million to produce the film.