NEW YORK — Though it has taken three years, ”Rodgers & Hammerstein’s Cinderella” has come together as a TV movie. But the glass slipper has been resized and the movie has changed about as much as Cinderella’s horse and carriage after midnight.

Originally developed at CBS with Whitney Houston as Cinderella (Daily Variety, May 16,1994), the film will start shooting Monday as the keystone of ABC’s ”Wonderful World of Disney” film series. It will be one of the most expensive two-hour TV movies ever made and will air Nov. 2 to kick off sweeps month.

Houston has instead taken the role of fairy godmother. Cinderella will be played by Brandy Norwood, star of the UPN series ”Moesha.” Also signed to star are Whoopi Goldberg as the Queen, a role played by Ginger Rogers in the 1965 telepic for CBS that starred Lesley Ann Warren. Jason Alexander takes the role of Lionel, a new character created by writer Robert Freedman, who wrote the new adaptation of the original Oscar Hammerstein book. Bernadette Peters limns the wicked stepmother while newcomer Paolo Montalban, plucked from the ensemble of Broadway’s ”The King & I,” will play the prince. Veanne Cox, who got a Tony nomintion for ”Company,” and Natalie Deselle, who co-starred in ”B.A.P.S.” tackle the wicked stepsisters.

It’s the first time a black actress has played Cinderella in the R&H version, and the producers and Houston made a concerted effort to cover numerous ethnicities to give the pic universal appeal. Said Houston: ”Our production, unlike all past TV musical extravaganzas, has a rainbow cast. Cinderella is about dreaming and I want my daughter and all children of every color and nationality to know that their dreams can also come true.”

Robert Iscove is directing, Rob Marshall choreographs. Chris Montan and Mike Moder are producing and Houston and partner Debra Chase are executive producers with Storyline Entertainment partners Craig Zadan and Neil Meron, with David Ginsburg as co-exec producer. Zadan and Meron have been shepherding the telepic since co-producing ”Gypsy,” the Bette Midler musical for CBS, which breathed life into the TV musical.

”The day after ‘Gypsy’ aired, we got called by Nicole David at William Morris, who said Whitney loved it and could we think of a musical for her to do,” Zadan said. ”We pitched her Cinderella and she loved it. But she had film commitments, and she finally told us she felt too old to play Cinderella. We agreed she might play the godmother and suggested Brandy. It turned out they were close friends and she called her right there and said, ‘Hi, this is your fairy godmother.’ Brandy was beside herself.” Chase said the remedy made sense because ”the years went by, she had a daughter, and her image changed. There has to be a naivete to Cinderella that’s just not there when you’re 30-something.”

‘Blessed and thrilled’

It didn’t take Brandy long to commit: ”I was so excited, I screamed,” she said, recalling the phone call. ”When she told me that she was the Fairy Godmother, I thought, oh my God, I finally get to work with Whitney. I feel very blessed and absolutely thrilled.”

The project took so long to crystallize that CBS dropped out. Zadan and Meron moved to Disney, and when they pitched the idea there, ”Charles Hirschorn, Joe Roth, Michael Eisner and Jamie Tarses all quickly got involved,” said Meron. ”They really wanted an all-star cast, and people came together to work for not much money, just to be part of something that has the potential to be a classic like ‘The Wizard of Oz’.” The package was assembled by a William Morris team led by Paul Nagle.

They’ve added three songs to the original production that starred Julie Andrews and aired in 1957 to an audience of 100 million. ”The Sweetest Sounds,” a Richard Rodgers tune, will be sung by Brandy and the prince; ”There’s Music in You,” a Rodgers & Hammerstein tune, will be sung by Houston; and ”Falling in Love With Love,” a Rodgers & Hart song from the 1938 Broadway comedy ”Boys From Syracuse,” will be sung by Peters.

Zadan said setting the pic at Disney allowed them to tap the talents of Montan, who supervises the music for the studio’s animated features.

”We didn’t want to follow the original orchestrations of the score, and didn’t want to contemporize it like ‘The Wiz,’ so we chose to do one that was freshened,” said Zadan. ”We went the way Disney’s gone with animated musicals, using Broadway-type music with contemporary keyboards and instruments that produces a hybrid sound. Chris is the music maven at Disney, heading the team that did the music for everything from ‘The Lion King’ to ‘Hercules.’ This will be the first live action movie musical with that animated sound.”

Montan said he and his team have waited years to be able to tackle live action. ”Since ‘The Little Mermaid’ we’ve wanted to cross over,” he said. ”We find that these melodies are unbelievably warm and rich but sometimes the orchestrations from 1957 don’t do justice to their power. The chords and melodies are the same, but when you add sound and rhythm to it, it suddenly comes to life again. And add a contemporary voice like Brandy, and it feels like a brand new song.”