Scorsese and Ferretti's dream? To be able to pan a full 360 degrees around the church. ''Harv was concerned about what the interior of the church would cost,'' Scorsese recalls. ''He was asking question after question. Finally Tom said, 'Will you please give Marty the church? He needs it.''' Flanked by Scorsese, Ferretti, the film's other producers, and a grimacing Cruise, Weinstein capitulated and approved $100,000 for the building, later dubbed St. Thomas. ''Ironically enough,'' says Weinstein, ''it's 180 [degrees] in the movie.'' Of course, that's not how Scorsese sees it. ''Oh, no, no, no,'' he says. ''I like the full church.''

The fate of St. Thomas isn't the only thing in doubt about ''Gangs,'' an epic marked by a budget that climbed from $84 million to at least $97 million, a shooting schedule that stretched from six to eight months, a release date moved back more than a year to Dec. 20, 2002, and ongoing reports of high-volume spats between Scorsese and Weinstein. (More on that later.) On the eve of a lush 20-minute preview of ''Gangs'' set to unspool at the Cannes Film Festival May 20, the filmmakers spoke to Entertainment Weekly about the controversy surrounding the movie. ''A lot of it has been blown out of proportion,'' says Scorsese, who had strived for nearly three decades to film Herbert Asbury's 1927 book on immigrant clashes in 19th-century New York City.

The saga of ''Gangs'' recalls another much-postponed, over-budget epic starring Leonardo DiCaprio that drew titanically negative prerelease buzz -- and then wound up winning 11 Oscars and outgrossing every other movie ever made. Scorsese dismisses the ''Titanic'' parallel -- at least in terms of money. ''This budget is nowhere near where they started or ended up,'' he says, conceding he'd welcome a box office smash. Still, he notes, ''Titanic'' ''was a different kind of movie.''

We'll say. Set in the gritty New York of 1846 to 1863, ''Gangs'' follows an Irish immigrant (DiCaprio) who enlists the help of a pickpocket (Cameron Diaz) to avenge the murder of his father (Liam Neeson) at the hands of the Tammany Hall political enforcer Bill ''the Butcher'' Cutting (Daniel Day-Lewis). Instead of a bittersweet love story ą la ''Titanic,'' the ''Gangs'' Cannes preview includes enough explosions, blood, and nudity to suggest that a teen-friendly PG-13 rating will be out of the question.

The film's violence is one reason Miramax decided not to release the film in 2001, to avoid unsettling filmgoers so soon after Sept. 11. In the midst of editing when the attacks occurred, Scorsese went on a two-month hiatus. ''The film deals very much with New York, with the creation of New York, with the police department,'' he explains. ''We all felt after Sept. 11 we should take a step back.''

For the director, who took a year to cut both ''GoodFellas'' and ''The Age of Innocence,'' the delay was nothing new. In fact, postproduction dragged on so long that after finishing ''Gangs,'' costar Jim Broadbent shot ''Iris,'' saw that film released, and won the Academy Award for Best Supporting Actor -- a cycle completed nine months before ''Gangs'' will hit theaters.

The rumbling around ''Gangs'' started even before cameras rolled. Although Scorsese had been developing the project for years, the script wasn't finished when shooting began in September 2000 at the historic Cinecittą Studios in Rome (where Federico Fellini had filmed ''La Dolce Vita''). Jay Cocks, who'd collaborated with Scorsese on ''The Age of Innocence,'' was the principal writer. A rewrite by Hossein Amini (''The Wings of the Dove'') got the green light from Weinstein, but Amini had to leave to work on Miramax's Heath Ledger adventure ''Four Feathers.'' Steven Zaillian (''Schindler's List'') was hired to do a draft. Amini returned for another polish. Next, Kenneth Lonergan shuttled back and forth to Rome to do character work while promoting ''You Can Count on Me'' in the U.S.

Scorsese insists that script changes were part of the plans. ''In the process of preparing and shooting, we kept evolving the characters,'' he says. ''We were lucky because we had the whole [set] in one place, so it wasn't a situation where if you improvised or rewrote you had to go somewhere else and build another set. We envisioned an evolutionary process.''

That process, however, did not come cheap. Two weeks into production, Weinstein says he realized that the $84 million budget wasn't going to cut it. Weinstein and Scorsese decided to use a second and third unit to shoot scenes not involving the lead actors. Scorsese would sketch out exactly what he wanted the second and third units to film and then shuttle back and forth in a golf cart.

The staggered shooting forced the famously controlling Scorsese to loosen the reins. On the day Broadbent needed to wrap his final scene to go work on ''Iris,'' for instance, Scorsese was busy improvising on a complex action sequence. ''I said, 'Jim, you're going to have to direct yourself,''' Scorsese recalls. ''I ran off to the other set to direct something else. I came back and looked at him on videotape, and said, 'Let's get one more take.' And bang, he was off.''

To keep an eye on costs, Miramax first hired producer Michael Hausman, who had overseen such period epics as ''Amadeus.'' But as production began to ramp up, Weinstein added ''Shakespeare in Love'' producer David Parfitt. ''I went out there as a consultant to help Harvey on the budget for a few weeks,'' says Parfitt, ''and I stayed for eight months.''

Given that ''Gangs'' is the priciest movie in Miramax history, Weinstein resorted to some fancy wheeling and dealing to reduce the studio's risk. After selling foreign rights to L.A.-based Initial Entertainment Group for $65 million, Miramax split the remaining $32 million costs with Touchstone, a division of Miramax parent Disney that will also share marketing expenses.

But that's not all. Miramax cochair Bob Weinstein persuaded Scorsese and DiCaprio to chip in if the film went over budget. In the end, Scorsese returned $3 million of his $6 million salary, while DiCaprio kicked in more than $3.5 million from his undisclosed paycheck. (Both will get a bigger piece of the back end if ''Gangs'' turns a profit.) ''I did it because I believe in the movie,'' Scorsese says. ''I had to make the film.'' Neither of those contributions were included in the official budget of $97 million -- nor was the $3 million Initial spent in part to pay off producer Alberto Grimaldi, who'd once worked with Scorsese on the project.

Despite the overruns, Weinstein insists ''Gangs'' won't bust the bottom line. '''The English Patient,' believe it or not, was riskier, based on where we were with that cast and with an unproven director,'' Weinstein says of the 1996 Oscar winner, which grossed $78.7 million domestically. ''We didn't have the foreign component like we have on this. If we lost all our money on this movie, we'd lose $16 million tops.'' By comparison, Weinstein says he came up $11 million short on last year's Kevin Spacey drama ''The Shipping News.''

But money wasn't the only thing on the mind of the man often dubbed in the industry Harvey Scissorhands. On his frequent visits to Rome (totaling some 16 weeks in all), Weinstein conferred so vocally with Scorsese that reports of dissension on the set soon surfaced -- something both now downplay. ''What I was able to achieve for Marty was the realization of his dream to make this particular movie,'' notes Weinstein, who plans a vigorous campaign for ''Gangs'' in hopes of ending Scorsese's Oscar drought after three directorial nominations. ''I brought every one of my producing skills that have been honed over 22 years.'' Weinstein even persuaded U2 to write and record a new song for the credits, tentatively titled ''These Are the Hands That Built America.''

Scorsese concedes that it took him a while to reconcile Weinstein's dual role as producer and financier. ''He looked at my footage and told me how much he loved it,'' says Scorsese. ''But he had to watch the budget and the schedule. And then you add to that that Harvey Weinstein is a really colorful character and I'm also excitable at times. The nature of the pressure of the film caused us to have our disagreements, but it was always constructive.''

Others on hand during the shoot seem to agree. ''It was a classic give-and-take between these two people who are larger than life in the movie business,'' says Joe Reidy, assistant director and a coproducer. Adds Diaz: ''I had an amazing experience on the set. I'm not involved in the politics of the whole thing.'' Weinstein now says his real worry wasn't the budget or the schedule but whether audiences would embrace a story so rooted in 150-year-old history.

After Scorsese whittled the film down to three hours, a test screening for 400 was held Jan. 31 in New Jersey. Weinstein and Scorsese stood in the back of the theater, sweating it out. ''That was scary,'' Weinstein says. ''I said for sure they are not going to understand a goddamn thing and we're just going to have to hang ourselves.'' Weinstein and Scorsese say the test results were so positive that they celebrated that night with an Italian feast. ''We were giggling like two schoolboys,'' Weinstein says. ''Their only concern was length.''

Scorsese, who has control over the final cut, has trimmed ''Gangs'' to a final running time of two hours and 40 minutes. ''If I could've gotten it down to two hours, I would have,'' says Scorsese. ''With this kind of money you owe something to the people who are going to pay for the tickets.'' Like a full shot of St. Thomas.

(Additional reporting by Kelly Choi)

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