After an attack on her home leaves 14-year-old Nonnie Parker (REESE WITHERSPOON) and her visiting friend Harry Winslow (ETHAN RANDALL) orphaned, and the only surviving witnesses to a poacher's assault, the pair set out to find the one man who can help them: Colonel Mopani Theron (MAXIMILIAN SCHELL), a legendary big game hunter, and now head of the anti-poaching squad. Equipped with little more than courage, determination and the help of a native Bushman named Xhabbo (SAREL BOK), who joins them on their extraordinary journey, they set out on a 1,000-mile trek across the indomitable Kalahari desert.

Determined to triumph over impossible odds to reach their destination, this small circle of friends discover their own unshakable courage and strengths, as well as the undeniable relationship between man and nature, in Walt Disney Pictures' and Amblin Entertainment's new live-action adventure, "A Far Off Place."

A Walt Disney and Amblin Entertainment presentation, "A Far Off Place" is directed by Mikael Salomon, from a screen play by Robert Caswell and Jonathan Hensleigh and Sally Robinson, based on the books A Story Like the Wind and A Far Off Place by Laurens van der Post. The producers are Eva Monley and Elaine Sperber. The executive producers are Kathleen Kennedy, Frank Marshall and Gerald R. Molen. William W. Wilson III serves as co-producer. Buena Vista Pictures distributes.

The roots of this ambitious project can be traced to 1980, when producer Evan Monley flew to London to meet with world-renowned author Sir Laurens van der Post, to discuss a motion picture adaptation of his books A Far Off Place and its companion work A Story Like the Wind. The meeting resulted in a lasting friendship between the two, and Monley's obtaining the film rights to the beloved books.

Ms. Monley says that she was attracted to van der Post's stories because, in many ways, they parallel her own upbringing on a farm in Kenya. "van der Post's writing make the reader aware of the wonder and wisdom of Africa," explains the veteran filmmaker.

During the process of developing "A Far Off Place," executive producer Kathleen Kennedy showed the script to Mikael Salomon, "When Kathy showed the material to me, I immediately wanted to direct it."

In the fall of 1991, location scouting took place in Zimbabwe, a land-locked country in south central Africa, and Namibia, wedged between the Kalahari desert and the South Atlantic coast. In early 1992, producer Elaine Sperber joined the team and the film's production office was set up in Harare, Zimbabwe. "I was fascinated by the spiritual and physical adventure of the story," says Ms. Sperber. "The irresistible draw of Africa and the combination of the script and the filmmakers appealed to me enormously," she says.

In a bold creative move, the filmmakers decided that the story would be even stronger if the boy's character in the books was changed to that of a girl's. To present a more modern twist, the source material, written more than 30 years ago, was also updated. Contemporary poachers replaced the original mercenaries so that the script could embrace both the concept of wildlife conservation as well as the African Bushman's philosophy.

Although the film is an amalgamation of two of van der Post's books, the heart of the stories remain in the screenplay, and the heart is Laurens van der Post's view and understanding of the country he loves and an attitude toward life that is inspirational.

"Thirty years ago, mercenaries and freedom fighters were the nightmare of Africa," observes producer Monley. "Now the nightmare is poaching and the destruction of wildlife, especially the elephants. So the story is updated beautifully."

Not only is wildlife threatened in Africa, but the Bushmen are also on the verge of extinction. Among the approximately 35,000 Bushmen left in Africa, it is estimated that only several 100s are still living as hunter-gatherers in Namibia, Botswana and Angola.

The Bushmen's survival depends on their intimate knowledge of nature and their own ancient skills. Their instinctive understanding of conservation leads them to make the most of what is available without spoiling the source, never taking more from the land than needed. Among the last remnants of the world's hunting peoples, the diminutive Bushmen espouse one of the oldest philosophies based on the relationship of all beings -- human, animal, vegetable, and mineral -- and how they interconnect.

The Bushmen connect to each other and nature by a parapsychological phenomenon called "tapping," described by author van der Post as "a physical manifestation of a profound gift for intuitive apprehension of the future."

In its simplest form, a Bushman can fell physical pain if an elephant is detusked. It is a form of internal telegraph connected to external natural forces achieved through meditation. This instinctive awareness of life and nature guides him to hunting grounds, tells him where to dig for water in a desert, and even reveals the future.

Van der Post wrote about them in The Lost World of the Kalahari and made an important documentary in the 1950s on these primitive people, who were, at that time, still living a stone age existence. The 20th century sees the passing of the way of life they have led for thousands of years.

The mystical tapping process remains an integral element in the updated version of "A Far Off Place." Says South African-born van der Post who admits to not reading his books once he's written them, "The companion books are the quintessence of the Africa I've known."

Finding a characteristically lean Bushman (who seldom grow to more than five feet tall) who could act, took seven months and covered four countries across southern Africa. A network of talent scouts scoured the continent, meeting more than 4,000 Bushmen. One month before shooting began, a Cape Town talent scout spotted Sarel Bok, a musician whose grandparents were Bushman. "His face had the magic we were looking for," says casting director Christa Schamberger. "What clinched it was that he knew instinctively how to handle a bow and arrow."

As a flurry of pre-production activities began, an international crew from seven countries was brought in. Bushman advisor Friederich Reinhard then began to teach cast members Reese Witherspoon, Ethan Randall and Sarel Bok authentic Bushman language, living habits and survival skills including how and where to dig for edible and thirst-quenching roots and how to light a fire using only two sticks. Reinhard was well qualified for the job. He grew up with Bushmen on a cattle farm in Namibia where only the Bushman language is spoken. His other challenge was to translate Xhabbo's English dialogue into idiomatic Bushman. As the language is spoken with a series of clicking sounds, this was no easy vocabulary for the actors to learn.

Currently there are about 20 different Bushman languages extant. "They change every 75 to 250 miles and there are never more than five clicks in one language," says reinhard who taught the actors Heikum, which means "people sleeping in the trees." Hei means tree and Kum, sleeping.

"Nature is another character with a life of its own in this picture," points out director of photography, Juan Ruiz-Anchia. The attraction for him was an opportunity to express himself in a poetic way. "I valued the intensity of the light, the extremes of color and the variety of African locations through which to give the characters life, drama and emotion."

"A Far Off Place" was appropriately named. The logistics of shooting a major feature film, a two-day flight from home base in the U.S.A., in a different hemisphere south of the equator, in two separate countries spaced 2,000 miles apart, was a mammoth undertaking. Cast and crew flew in from seven different countries and production equipment was shipped from the States, the U.K., France and South Africa.

Says director Mikael Salomon, "It's hard to make movies in places away from movie-making centers. We were lucky to find an experienced film community in Zimbabwe, which also had a good talent pool of actors. It's a complex and physically demanding film with more than 80 percent of the shooting outdoors covering a vast variety of geographical locations that were essential to make this picture visually captivating."

When production designer Gemma Jackson arrived from England, in February, she travelled more than 1,000 miles commuting between Zimbabwe and Namibia, where the Namib Desert doubles for the Kalahari. Among her assignments for the art department was the creation of 2,000 fiberglass elephant tusks replicated from a cast at the National Parks storehouses of confiscated tusks.

To convey carnage without killing animals, seven life-size prosthetic elephants were created for a gruesome poaching scene. Even though they had no moving parts, it took animatronics expert Richard Oldes three months to create and build the life-like elephants. The scene would have been impossible to shoot without these gigantic creatures, which were light enough to be carried by three men.

To depict the postures described by production designer Jackson, Oldes made clay models on a one-to-20 scale. The models were then enlarged to life-size and a frame was constructed using pencil-thin steel covered with chicken write and two layers of foam latex, the second of which comprised the hide. To reproduce the skin realistically, Oldes and his crew of six studied the skin texture of live elephants. Then they pinched the thin sheets of latex-dipped foam rubber to created the creased and wrinkled look of elephant hide. The final inspired touch were the eyelashes and tail bristles, made from ordinary house brooms. The last step was to paint the elephants gray. The effect was so realistic many of the crew were moved by the sight of the creatures.

The material used to make the elephants included 132 gallons of latex, 200 sheets of 3' x 6' foam rubber, a mile-and-a-half of steel round-bar, 300 yards of flatwire and 1,000 yards of rolled chicken wire. When finished, the elephants weighed between 250 and 300 pounds.

No film about Africa would be complete without real animals, and a small Noah's Ark was assembled complete with 13 elephants, 19 dogs, five lions, three vultures, one ostrich and a collection of insects including a praying mantis and flies, all organized by animal coordinator Ann Olivecrona from Kenya. Hintza, the lead dog, was played by three identical, interchangeable Rhodesian Ridgebacks (so called because a strip of fur on their spine grows in the reverse direction). The three brothers were bred especially for this film.

A herd of tame elephants on a local game farm are also featured in the film. One waist-high, 11-month-old baby elephant became a favorite on the set. As several game farms served as locations, there were also unexpected visitors such as two black rhinos which waddled by one morning and watched impassively as director Salomon shouted "Action."

One of Gemma Jackson's biggest challenges was to design and build Hunter's Drift, a Cape Dutch farmhouse which could be shot inside and out and look as if it had been there for a hundred years. Surrounded by a landscaped garden of indigenous plants, the art department planted maize, bananas and bean crops. However, the drought took its toll on 70 sunflowers, which curled up and died. Individually painted fabric sunflowers were swiftly imported and attached to the stalks. An African village adjacent to the farmhouse consisted of eight traditional huts with conical thatched roofs. For authenticity, Jackson hired local women to paint the mud walls with Ndebele designs.

Another distant Zimbabwe location was the Shamva Gold Mine, 75 miles from Harare. The set depicted an abandoned mine featuring a vast cavern dressed with the poachers' illegal cache of 3,000 tusks. Access to the mine was through a 1,000-foot long low-ceiling corridor forcing cast and crew to hunch down in order to cart in the generators and film equipment. To further complicate filming, the set had to be evacuated every day at noon when the working mine was blasting.

This film seemed to bring good luck to Shamva. After excavating a three-yard shaft especially for the film, one of the richest veins of gold ever discovered was revealed in this mine which has been operating since 1910.

As the Sesriem Desert location in Namibia was more than 350 miles from the nearest town, cast and crew members were treated to a first-class two-week safari. A tented camp was established in teh dunes to service 160 people plus a "screening tent" to view the dailies flown in from Swakopumund, a resort town on the Atlantic coast. Quipped director Salomon, "It's just like Hollywood -- with sand."

Camping in the desert required stamina and a versatile wardrobe as temperatures fluctuated between freezing at night and above 80 degreese during the day.

To protect the delicate sand crust, the crew walked on sand mats made from rubber conveyor belts. Brooms and leaf blowers were used to restore any disturbed sections.

Says Elaine Sperber, "Poaching is the modern context of and a framework for the story which is really about the emotional growth to maturity of the characters. But one of the ways they grow is by understanding what nature means and what Africa means and how an individual can learn to live with the land and from the land."

"Everybody these days is very concerned about ecology and the environment," says director Salomon. "It's in everybody's best interest that we try to protect our planet. Every day during the shoot we heard about rhinos and elephants being poached and killed. The more awareness created about this problem, the better."

Producer Monley, without whose persistence, the film would not have been made, sums it all up simply. "By updating 'A Far Off Place' to the present this film is enormously timely since there is now a world awareness of the necessity of anti-poaching and the need for conservation, particularly in Africa."

Although several documentary filmmaking teams and a limited number of small photo shoots have been permitted in the Namib desert, "A Far Off Place" was the first feature film allowed to shoot in this extraordinary wilderness.

The sand dunes of the Namib rise to over 300 meters at Sossusvlei and are among the highest in the world. Their classic lines are remarkable colors -- red, pink, orange, salmon and fawn -- make the dunes stunningly photogenic.

The Namib desert is estimated to be 80 million years old, the oldest in the world. Over millennia the sands were carried down the Orange River which has its source in the Drakensberg mountains of South Africa, into the sea mouth on the south west coast of Africa. From there the sands were blown northward by winds of unimaginable force.

The desert climate has remained virtually unchanged for all this time, fluctuating from hyper-arid to semi-arid. It is a fragile environment where plant and animal life hold on to every drop of moisture, and sudden desert shower can transform an apparently lifeless vista into a greening valley.

Desert filming began in the middle of the Namib. According to the producer Elaine Sperber, there were thoughts of doing some of the scenes in the United States -- "But, there is no place in North America that would even start to look like this," she says. "There is no place in the world like Sossusvlei." For producer Eva Monley who spent 12 years getting the film off the ground, going on location into the Namib was a major achievement. She was happy to deal with the location and logistical problems involved to accomplish this dream.

And so, a crew of 160 spent two weeks living in tents at Sesriem, camped in a long, wide, dry, white valley between the red dunes of Sossusvlei and the forbidding, barren Naukluft mountains. The distance to Swakopumund, a seaside town where the production base was situated, is approximately 120 kilometers as the crow flies. The road, negotiable primarily in four wheel drive vehicles, winds 350 kilometers round the impenetrable slopes and cliffs of the Naukluft mountains and dunes.

Camp showers were an unusual ritual to most of the cast and crew. The camp crew dug a wind-shielded pit in the sand where workers stoked open fires and brought huge 44-gallon drums of water to a boil, which had to be decanted into buckets and carried across the warm evening or freezing morning sand to the canvas-covered showers. A simple pulley rope hitched a plastic container down so that the hot and cold water could be poured in. Then it was levered up -- and gravity and a faucet did the rest.

The film crew, like all visitors to the Namib Naukluft National Park, had to observe strict regulations. Vehicles were required to keep the existing roads as tracks cannot be erased in the desert; they are simply gouged out more and more by the wind. And, because biodegradation is even slower in the desert, everyone adhered to the no litter policy.

Although this area contrasts strongly with the more vegetated Kalahari desert featured in Laurens van der Posts' writings, the Namib makes a brilliant pictorial equivalent for the desert jouney of "A Far Off Place."

Producer Eva Monley says "Sometimes you just have to go for the authenticity of the visual effect rather than the exact geographic reality."

And Elaine Sperber says that some of the vistas, particularly those called the "Lunar landscapes" in Namibia, have echoes of the southwestern United States, or Utah desert. "What cannot be duplicated is the quality of light here in Namibia," she says.

The winter light of the desert gives this movie a glow that would be unmatchable in a northern summer.

At one point in filming, the actors had to be helicopted right into the middle of the dunes. These are an incredible expanse. From the ground they are impressive. From the air, as the helicopter inched over each dune head, it is almost impossible to believe that so much sand could have been driven from the ocean, so many miles away. As the chopper hovered above the sand-sea, one had the distinct impression that -- were it to go down -- the rotor blades would just keep spinning and sinking like juice blender blades until it hit the sandstone foundation 300 meters in.

All this and makes Sossusvlei a silent place. Actor Ethan Randall was astounded by the space and quiet. "If there weren't people making a movie, it would be completely quiet. The only noise is the talking and the cars moving."

Sound mixer Colin Charles, with experience in filming all over the world, called Sossusvlei "The quietest place I've ever been. It's like landing on the moon. Here it is dead quiet, everywhere else in the world there's noise. Here you don't need a studio, you can shoot all day, there are no planes and there is no outside interference. Even the Game, like the gemsbok, ostrich and springbok, common to the Namib, are quiet, apart from the odd crow ad barking geko."

It is ironic that the noisest animal in the desert -- and recorded by some experts to be the noisest reptile in the world -- is the barking gecko. Charles was able to record its clicking and yawping sounds which were particularly prevalent at sunset.

During one shoot, when Harry, Nonnie and Xhabbo take refuge under the shade of a camelthorn tree, supposedly protected from their poacher-hunters, there was one other surprising visitor; a tiny bird, perhaps starved for company, hopped from branch to branch and chirruped and twitted through every take.

Even with the luxury of four wheel drives, goggles, food and refreshment, it is never easy to take the desert for granted. Weather changed dramatically during the day. Says Sperber, "We could start off in our parkas, end up in shorts and T-shirt, and get back into our parka jackets when the sun went down."

Little things became important -- how to keep grains of sand out of their eyes, coffee boots and underwear. How to batten down their hats, script and bags. What number of sun block protection was needed to avoid the cruel ultra-violet rays. How much camera gear one could load on the back of a 4x4 without it sinking into heavy sands halfway up a dune. At what point in the day could they risk taking off their Ray-Bans so that they didn't end up with spectral eyes and sunburnt nose and chin.

And, it was often the little animals and insects that provided the biggest concern during location filming for animal coordinator Annie Olivecrona. Because it was a winter shoot, the creepy-crawlies were invariably in the wrong stage of development. Tiny scorpions that abound in the camelthorn trees of the Namib hadn't hatched. Praying mantises required for one scene are usually in their pupas during the late winter months of August and September.

It is this world where small, quiet things survive that is at the heart of the film, says Elain Sperber.

Sixteen-year-old REESE WITHERSPOON (Nonnie Parker) made an impressive feature film debut in "The Man in the Moon," playing the central role opposite Sam Waterston and Tess Harper. She followed that with a performance in "Jack the Bear," as a 12-year-old hippie, circa 1970, in an ensemble cast that includes Danny DeVito, Gary Sinese and Robert Steinmiller Jr. That film is scheduled for release by Twentieth Century Fox in April.

Diane Keaton cast Miss Witherspoon in the lead role in "Wildflower," starring Billy McNamara, Patricia Arquette and Beau Bridges. In this Keaton-directed film, telecast on the Liftime [sic] Network, Witherspoon played a 14-year-old in teh 1940s who's sympathy and encouragement changes the life of an epileptic child.

Three weeks before Witherspoon flew to Africa to star in "A Far Off Place," she completed the NBC movie-of-the-week "Desperate Choice: To Save My Child" with Bruce Davison, Joanna Kerns and Joe Mazello, in which she stars as a young athlete who develops leukemia.

A native of Nashville, Tennessee, Witherspoon attends high school there and is in the 11th grade. Her father is a doctor and her mother, a professor of nursing. Witherspoon began acting in commercials at age 7, in her hometown. She subsequently took acting lessons to train and develop her talent.