Sitting in his enormous suite in L.A.'s Four Seasons Hotel, Pacino is pondering the origins of the third Godfather picture. He's dressed entirely in black-black silk pants, black silk shirt, black silk jacket-but his mood is upbeat. After months of work and worry, he has just seen a rough version of the film on a VCR in his room and seems content with the results. "I didn't know if there would ever be a Godfather III," he says. "There was always a lot of talk, but Francis wasn't interested and I would never have done it without him. Francis has the feel for the material." After Coppola accepted Paramount's offer, which granted him complete creative control, Pacino signed on in the summer of 1989, but he still had his doubts. "I didn't know if I could be that guy again," he says. "Seventeen years have gone by; a lot has happened. Michael's not the most pleasant character." The most fascinating aspect of the character in the earlier movies is how subtly he changes as he takes on the power of the Don. Pacino was intrigued by the script for Godfather III because it portrays an older, remorseful, and still evolving Michael Corleone. "Francis gave him more colors as he got older and matured. Just to have come through and still be alive-a character like that would have to have reconciled himself to certain things." In a Burbank studio, Francis Coppola takes a break from the marathon editing of Godfather III to recall how the $55 million project got underway in January of 1989. Paramount wanted him to try to produce the movie in time for the 1990 holiday season, a tight deadline for a film that didn't even have a script at that point. Coppola enlisted Mario Puzo, author of the original novel and cowriter, with Coppola, of both earlier movies. "I worked out a concept," he says. "Then I met with Mario in Reno and talked it through." They put together an initial script in March and were still rewriting it when shooting began in November 1989. The entire project moved at such a pace it sometimes threatened to fly apart. "Having your back to the wall can make you do some great things that you otherwise wouldn't have done," Coppola says, propping his feet on the studio sofa. The last few months have been frantic as he rushed to finish the film, despite predictions that he would never meet his deadline. "I would have enjoyed working on (the movie) more, but at the same time I felt it had a life of its own," Coppola says. "It was coming alive and it wanted to be born now and it had to be born now." Coppola knows what it's like to have his back to the wall: After mortgaging his house to complete Apocalypse Now (1979), he lost his studio, Zoetrope, in the financial fiasco of 1982's One From the Heart and further tarnished his reputation with the expensive disappointments The Cotton Club (1984) and Tucker: The Man and His Dream (1988). All that became an indirect part of Godfather III's evolution. As much as he resisted making the saga a trilogy, Coppola remained fascinated by the Corleone story; his own aesthetic drives and financial straits conspired to make finishing the Godfather cycle a kind of destiny.Coppola is not noted for stress-free movie production, but the third Godfather was particularly harrowing. "This is a big one, this is like King Lear," Pacino said last spring while the movie was shooting in Rome, noting that he hadn't had a day off in 10 weeks. Besides the grueling schedule and the multiple shoots in Rome, Sicily, New York, and Atlantic City, chaos dogged the project. On the day of her first scene, Winona Ryder, cast as Michael's daughter, Mary, dropped out complaining she was exhausted from shooting three movies back to back. In a highly unpopular move, Coppola replaced her with his then-18-year-old daughter Sofia, whose only film experience was bit parts in her father's movies, most notably as Michael's infant godson during the baptism scene in the first Godfather. Many on the set and at Paramount protested the choice, but Pacino now defends Coppola. "He thought that would serve us in the film," Pacino says, "because his vision of the part was that kind of innocence. He knew what he wanted. Casting is what a director does, it's part of his expression. So you have to grant him that." Another unpopular bit of casting was the replacement of Robert Duvall, the Corleones' consigliere in the earlier films, with a new character played by George Hamilton. Duvall asked Paramount for a reported $3.5 million to return, and after rounds of haggling refused to join the project. Pacino laments Duvall's absence. "The character he portrayed so subtly and vividly had such a place in those two pictures," he says. "I don't want to make Bobby into a villain here, he must have had his reasons. But, yes, Duvall was missed." Still, he was impressed by Hamilton. "I never met a guy like him," says Pacino. "He's what I would call an authentic high roller. He's capable of doing much more than he's been given a chance to." Another new member of the cast is Andy Garcia, playing the illegitimate son of Michael Corleone's dead brother Sonny, who becomes Michael's potential successor. Garcia, a star of Black Rain and The Untouchables, was in awe of Pacino on and off the set. "I opened a lot of doors for him," Garcia remembers. "Even when the cameras weren't rolling, I was still opening doors." Gazing at Pacino, made up to look 60, Garcia found himself thinking, "When I get older, that's what I'm going to look like." Diane Keaton, who played Michael Corleone's wife, Kay, in the first two Godfathers, is also back. She and Pacino had an on-and-off romance through much of the '80s, and though the couple split soon after their work on the new film ended, Pacino remains an admirer. "Diane is one of our foremost actresses," he says. "To see her go from that girl in Baby Boom to Godfather III is a transformation that's exciting. In the first two films her character was youthful and always looked a bit out of it. But in III a new awareness has come to her. It allows Diane to use her talent more fully." Then he slips effortlessly into discussing the characters Michael and Kay. "Michael loved her when he met her and he loved her throughout his life and he loves her to this day, even though their relationship was surrounded by a lie. He not only loves her, he admires her." Many actors try to keep their private and professional lives separate. Pacino's and Keaton's have often been intertwined. "Our relationship at times has been complicated," he concedes, and he sees value in that. "It's generally more interesting to work with people you know-that's why a lot of families act < together. It's like being a trapeze act: You depend on each other, and when you know each other's moods and rhythms you are able to guide each other and get across." Rumors flew during the filming of Godfather III that there was tension between them, and Pacino doesn't deny it, but he says the tension was not an acting ploy. "Everyone who has ever breathed has had these things (happen), but it wasn't because we were preparing for our roles. That's a misconception. There are actors who consciously, and unconsciously, choose to set up these kinds of juxtapositions to serve their roles, but I am not one of those actors." He pauses to think about that; Pacino is a great one for mulling things over endlessly. "Maybe I was," he adds, "but I certainly don't feel I'm that way now."