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The road to Cuaron began two summers ago on the set of ''Chamber of Secrets,'' the day Columbus told his trio of then-preadolescent stars -- Radcliffe, Emma Watson (who plays Harry's best girl ''friend,'' Hermione), and Rupert Grint (Harry's redheaded best bud, Ron) -- that he was quitting. Radcliffe, who acquired from Columbus a passion for cinema, was devastated. So was Watson, who was convinced Columbus would do all seven movies, just as he'd promised at the start of it all. As for Grint, he of the sad-eyed deadpan, well... ''You couldn't get a reading on it,'' says Columbus. (''Yeah, it was quite hard. We're going to miss him,'' admits the young actor.)

There was no shortage of candidates -- just a shortage of qualified ones. ''It's not always easy to approach an A-list director to direct the third installment of a movie,'' says Robinov. Among the names given serious consideration were actor-director Kenneth Branagh (''Henry V, Hamlet''), who costarred in ''Secrets,'' and Cuaron, whose 1995 Warner Bros. children's fantasy ''A Little Princess'' is apparently one of Rowling's favorite films. It quickly became Cuaron's gig to lose.

First, though, he had to want it. The director was planning on following up ''Y Tu Mama'' with an adaptation of P.D. James' sci-fi novel ''The Children of Men'' when Warner Bros. sent him Kloves' ''Azkaban script.'' Cuaron ignored it until Heyman called and pushed him to read it. Presto! Cuaron was hooked. As usual, he was drawn to the coming-of-age theme -- an allure, he says, he can't really explain. (''Alfonso is basically a teenager himself,'' offers Heyman. ''Mischievous. Naughty. Funny. Loves to shake things up.'') ''Azkaban'' also tickled his raucously impish intellect and sense of humor. He enjoyed teasing political subtext out of the class warfare between wizards and Muggles, and thinking of the story as ''Y Tu Mama'' writ large, and younger. ''It's the same movie. Two boys, one girl,'' laughs Cuaron, a lean and gangly man with a tangle of salt-and-pepper hair. (Look for his homage to ''Y Tu Mama'' in the scene where Buckbeak the Hippogriff is about to get killed.)

Cuaron also says the opportunity to rev the engine on a souped-up studio franchise was irresistible. ''Such a big, beautiful machine. So fun to drive,'' said the director at a Notting Hill steak house during postproduction last May. ''I just hope I didn't jostle the passengers too much.''

It definitely got off to a bumpy start. Cuaron admits he arrived looking to change more than he ultimately did. He brought in a new cinematographer (Michael Seresin, who shot the dark, stark ''Angela's Ashes'') and new costume designer (''Gangster No. 1'''s Jany Temime, who has essentially dressed down the characters -- more casual, more grit). He mulled more radical changes, like redesigning the Hogwarts architecture, but was talked out of it. Cuaron was particularly fixated on making the giant Hagrid (Robbie Coltrane) larger. Ironically, Columbus was similarly obsessed in the early stages of ''Sorcerer's Stone,'' but time and budget made it impossible. ''I realized then, the universe had been established, let's move on,'' says Cuaron. ''I had to learn to serve the material, and subvert my ego, not vice versa.''

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