Filmed in England, Ireland and South Carolina by RHI Entertainment Inc., Beta Film (Kirch Group), Silvio Berlusconi Communications and TF1. Executive producer , Robert Halmi Sr.; supervising producer, Larry Strichman; line producer (Ireland), Arthur Seidel; producers, John Erman, Richard Rosenbloom; director, Erman; writer, William Hanley; based on the novel by Alexandra Ripley, a sequel to Margaret Mitchell's "Gone With the Wind"; As God is my witness, I'll never watch sequels again.

Filmed in England, Ireland and South Carolina by RHI Entertainment Inc., Beta Film (Kirch Group), Silvio Berlusconi Communications and TF1. Executive producer , Robert Halmi Sr.; supervising producer, Larry Strichman; line producer (Ireland), Arthur Seidel; producers, John Erman, Richard Rosenbloom; director, Erman; writer, William Hanley; based on the novel by Alexandra Ripley, a sequel to Margaret Mitchell’s “Gone With the Wind”; As God is my witness, I’ll never watch sequels again.

Since audiences have survived “Son of Kong,””Psycho II” and the TV series “Casablanca” (starring David Soul), they’ll be able to get past “Scarlett,” CBS’ adaptation of Alexandra Ripley’s novel that was theoretically a follow-up to “Gone With the Wind.” Viewers’ best hope, however, is to try to forget that classic book and film, and approach “Scarlett” for what it is: an eight-hour bodice-ripper.

This is a TV event, and curiosity alone should ensure healthy numbers for CBS initially. But the first two-hour installment gets things off to a slow start, making it a challenge to sustain viewers. And, to answer the big question, the new Scarlett O’Hara and Rhett Butler — Joanne Whalley-Kilmer and Timothy Dalton — do as well as can be expected under the circumstances.

The mini is exactly what you would imagine it to be. Eleven minutes into the project, Scarlett returns to her home after a long absence and exclaims, “What’s happened to Tara, Will? It’s lookin’ downright ramshackle!” Exactly.

Covering about 10 years, vidpic kicks off the day after “GWTW” ended. Early on, there’s lots of name-dropping of past events as if to reassure viewers that, despite appearances, these really are the characters you remember.

Thankfully, that drippy old Melanie is dead, but there are brief appearances by Ashley Wilkes (Stephen Collins), Mammy (Esther Rolle), Belle Watling (Ann-Margret) and Big Sam (Paul Winfield), who are all introduced and shuttled off as quickly as possible.

Otherwise, not much happens in the first few hours. Rhett and Scarlett go on a little boating jaunt, but a storm tosses her into the sea, and Scarlett passes out. Back on shore, they make love, and Scarlett passes out again.

He files for divorce. So she goes to Ireland and dances a reel with her Irish relatives, but, since she’s pregnant, Scarlett passes out. After she has the baby, she sees Rhett, who’s now remarried, and they all go on a fox hunt, but Scarlett is thrown from her horse, and passes out.

In fact, Scarlett spends a lot of her time unconscious, and viewers are likely to follow her lead.

The story doesn’t really kick in until the third hour, when Scarlett (seemingly out of character) loses interest in Tara and moves to Ireland, where the bulk of the mini takes place.

There’s a cruel-but-handsome lord of the manor who crushes Scarlett in his manly arms, a fatal gunshot during a thunderstorm, a raped maid (who cries out, “What sort of unspeakable devil could do what you’ve just done?”), fun-loving poor folk and snotty rich folk — in other words, all the trappings of a Barbara Cartland novel.

“GWTW” was basically a Civil War soap opera: Scarlett pines for Ashley, she shoots a soldier, she eats a dirty carrot, etc. But Margaret Mitchell provided her tale with serious underpinnings about survival, selfishness and love of home.

“Scarlett” scripter William Hanley and the producers offer no such foundation: Scarlett is rich and she’s come to her senses, so there’s nothing at stake, and no way for her to grow. Just lots of ways for her to pass out.

The original Scarlett was fascinating — charming but self-centered, forthright but deceitful. In “Scarlett,” she’s reformed so much that she gets Ashley to stop drinking, nurses her sick sister and saves farmers from eviction. The irresistible vixen has turned into Mary Worth.

The postwar economy and the changing roles of blacks would seem like fertile material. So novelist Ripley’s decision to move the action to England and Ireland seems arbitrary, particularly since the politics of that time are mentioned but never integrated into the plot. Since exec producer Robert Halmi paid $ 7 million for the right to the novel, he probably wasn’t in the mood to disagree with Ripley’s choices.

There are nice moments: Rhett watching Scarlett sleeping, her realization she’s pregnant, the beautiful scenery at her arrival in Ireland, and a heartfelt scene between Scarlett and a priest in part three.

But, in general, the producers, scripter Hanley and director John Erman shortchange the characters and actors.

After Rhett deserts Scarlett in “GWTW,” delivering the most memorable exit line in movies, one expects fireworks from their first encounter. Instead, the moment is tossed off in five seconds, and it’s doubtful the sole line of dialogue –“Hello, Rhett!”– is destined for immortality.

That treatment is typical of the piece. Scarlett is invited to the State Ball (exclaiming, “What’s that? It sounds fancy!”), but it’s over in two minutes, seemingly just an excuse to get her into another of her 120 costume changes. The mini doesn’t drag during its eight hours (really six, minus commercials), but there’s so much plot that there’s no time for any incident to register.

Helmer Erman doesn’t bring much urgency to the scenes, whether big (a masked ball) or small (Scarlett at an Irish pub). With an ambitious schedule (200 speaking roles, 53 locations, all covered in six months), the prevailing mood seems to be, let’s get this scene over with and move on to the next setup.

Technically, though, there is superior work by production designer Rodger Maus (re-creating “GWTW” sets and creating stunning new backgrounds) and costume designer Marit Allen.

Whalley-Kilmer and the underrated Dalton have proven their talents elsewhere, but the script lets them down with these one-dimensional characters.

Still, the two do a heroic job, working well together (particularly in part four) and bringing charm, sincerity and good looks to the material (though, too often, she is unflatteringly photographed).

There are good actors in small roles: John Gielgud (sporting a French accent) , Brian Bedford, Dorothy Tutin and Julie Harris (as Rhett’s mother, of all things).

But the best supporting performances are from Tina Kellegher and Colm Meaney (respectively, the daughter and dad in Irish feature “The Snapper”) and Sean Bean, who do excellent work.

Taking on a project like this is an act of courage and, in many ways, this is on a par with “The Blue and the Gray” and “North and South.” However, audiences won’t judge this by miniseries standards, but will compare it to the original filmand novel, which have become part of our national heritage.

Of course comparisons are odious, but what can you expect when you’re creating a sequel to something that didn’t cry out for a sequel?

Did anyone involved really feel this was a story that had to be told? Starting with the publisher signing Ripley to write the novel, “Scarlett” involves a history of deal-making and pre-sales based on name recognition. (In truth, if these two had been named Betty Sue and Beauregard, viewers would never have made the connection to Rhett and Scarlett.)

Before it airs, the $ 45 million production has already broken even. The funding from foreign production companies, and the mini’s simultaneous bows in several countries, indicate smart negotiations that undoubtedly tell a lot about the state of the industry today. And it’s probably a lot more interesting than the story told in “Scarlett.”

Scarlett

Production

CBS, Sun. Nov. 13, Tues. Nov. 15, Wed. Nov. 16, Thurs. Nov. 17, 9 p.m.

Crew

Camera, Tony Imi; editors, John W. Wheeler, Malcolm Cooke, Keith Palmer; production designer, Rodger Maus; supervising art director, Brian Ackland-Snow; art director, Andrew Ackland-Snow, Arden Gantly (Ireland); sound, Chris Munro; music, John Morris; costume designer , Marit Allen; casting, Lynn Kressel, Mary Selway (U.K.). 8 HOURS

With

Cast: Joanne Whalley-Kilmer, Timothy Dalton, Ann-Margret, Barbara Barrie, Sean Bean, Brian Bedford, Stephen Collins, John Gielgud, Annabeth Gish, George Grizzard, Julie Harris, Melissa Leo, Colm Meaney, Esther Rolle, Jean Smart, Elizabeth Wilson, Paul Winfield, Rakie Ayola, Betsy Blair, Sara Crowe, Peter Eyre, Pippa Guard, Tina Kellegher, Delena Kidd, Rosaleen Linehan, Ray McKinnon, Ronald Pickup, Gary Raymond, Dorothy Tutin, John Atterbury, Duncan Bell, Charles Black, Bruce Boa, Helen Burns, Ann Byrne, Ray Callaghan, Nora Connolly, Helen Cotterill, Margaret Courtenay, Brian De Salvo, Bairbra Dowling, Rachael Dowling, Anna Farnworth, Ann Firbank, Don Foley, John Fraser, Jennie Goossens, Charles Gray, Garrick Hagon, Julie Hamilton, David Heap, Mary Holloway, John Kavanagh, Pat Keen, David Kelly, Mick Lally, Mark Lambert, Tom Lawlor, Mary MacLeod, Ena May, Ruth McCabe, Brian McGrath, Bob Minor, Carol Mitchell-Leon, Johnny Murphy, Joseph Mydell, John Olahan, Apryl O'Shaughnessy, Neville Phillips, Donald Pickering, Manning Redwood, Anita Reeves, Owen Roe, Mary Nell Santacroce, Michael J. Shannon, Bob Sherman, Malcolm Sinclair, Birdie Sweeney, Rudolph Walker, Tim Ware, Annabelle Weenick, Don Wycherley.

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