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When it came to filming The Producers, Mel Brooks gave Susan Stroman a directive straight out of Max Bialystock's book. ''He told me I could have whatever I want — just don't spend a penny,'' laughs the first-time feature director. (Actually, she got $50 million, more than quadruple her Broadway budget.) Stroman, who shepherded the stage incarnation of Brooks' 1968 film to an unprecedented 12 Tony awards back in 2001, shares some lessons learned while making a movie-turned-musical-turned-movie musical.

1. Change is bad...unless it means putting Will Ferrell in lederhosen.
Keeping Broadway's original Bialystock and Bloom — Nathan Lane and Matthew Broderick — was a given. ''They know how to play this material to 1,500 people and to a single camera,'' says Stroman. But more big names never hurt, so she turned to Ferrell (as birdbrained Nazi playwright Franz) and Uma Thurman (Swedish secretary/seductress Ulla). ''Will and Uma are fearless,'' says Stroman. ''When I would suggest something, their eyes would twinkle — they couldn't wait to flip off a desk or jump over a sofa or chase pigeons.''

2. Have a good support system.
Stroman also brought back Gary Beach and Roger Bart, two scene-stealing stage stalwarts. Beach has been Springtime for Hitler's gay director, Roger DeBris, since the show's first reading in 2000 — and he knows a thing or two about playing flamers: He was the original candlestick in Beauty and the Beast on Broadway. Bart, now costarring as Bree's creepy killer pharmacist on Desperate Housewives, is the excessively limp-wristed ''common-law assistant'' Carmen Ghia. ''The thing about Gary, Roger, Nathan, and Matthew is that they are one of a kind,'' says Stroman. ''They understand comedy, they sing, they dance, they have perfect diction. They have it.''

3. Always answer your mail — and your door.
That's how Stroman met two of her movie mentors, Sidney Lumet and Brooks. Lumet wrote her a fan letter after he saw her 2000 dance extravaganza Contact; the two soon became pen pals and friends. ''Sidney told me things like 'Never leave the set.' Because no matter where you say to put the camera, it will be in the wrong place when you come back,'' she recalls. As for Brooks, he showed up at Stroman's apartment six years ago, singing the ballad ''That Face'' and dancing down her hallway. He eventually persuaded her to enter the mad, mad world of Bialystock and Bloom. ''He has been my biggest champion,'' says Stroman, who had signed on as choreographer but stepped in after the original director, her husband Mike Ockrent, died of leukemia in December 1999. ''Mel's big advice was about the comedy. Never cut on a joke. Let the joke land and then move on. Because in The Producers, the comedy reigns supreme.''

4. Who needs Brazil when you've got Brooklyn?
Stroman staged a Rio de Janeiro scene for lovebirds Bloom and Ulla without leaving NYC's Steiner Studios — and what she didn't spend on SPF went toward walkers. ''Instead of 20 little old ladies, I have 100,'' she says of the song where we meet Bialystock's backers, silver-haired dynamos with deep pockets and insatiable sex drives. She also amped up the ''I Wanna Be a Producer'' sequence: On Broadway, Broderick got six sexy chorines; now he has 20. And since the lyric says ''beautiful girls wearing nothing but pearls,'' costume designer William Ivey Long wrapped the leggy ladies in flesh-toned netting and plastic pearls. Each outfit uses some 5,000 beads — ''hand-stitched,'' Stroman notes — and cost about $15,000. She also enlisted 300 Broadway dancers (from The Producers, Contact, Oklahoma!, Crazy for You, Show Boat, and more — ''there was someone from every musical I've ever done'') and 72 local musicians.


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