BY LARRY CARROLL | Deep in the San Fernando Valley, just a few miles away from Los Angeles but seemingly hundreds of miles from any major film studio, sits a dilapidated street in an industrial neighborhood. Nondescript buildings, many empty, line up side-by-side with faded markings that read "A.I.S. Alternators", "Gourmet Coffee Supply" and "Air Conditioning Repair". A small truck pulls up in front of the building with the sign that says "Rajysan Inc., Manufacturers, Importers and Exporters" and out steps a repairman with two PowerMac G5 computers on his dolly. Follow that repairman inside, past two disheveled secretary stations and down a long hallway, and you emerge into an enormous, darkly-lit room with four dozen geeky twentysomethings hovering over their computers. With their disheveled hair, tired eyes and pale complexions you'd swear these people haven't seen their homes in a week. But that's alright, they tell you, they've been living somewhere better -- in the World of Tomorrow.

Producer Jon Avnet, he of such blockbusters as Risky Business and George of the Jungle, lords over the young workers like Kathie Lee Gifford with her underage sweatshirt stitchers, checking in every now and then to make sure the production line is moving along. The 55-year old movie veteran may not understand what they're doing with their virtual desktops, rotoscopes and rendering machines, but he knows what the end result is going to be. "This is a movie by a nerd, for nerds," says Avnet, who has the voice of Al Michaels and the energy of the Micro Machines man. "It just happens to be accessible to normal people."

Avnet refers to his young directorial prodigy, Kerry Conran. A sheepish visionary with an eye for style and the desire to make a movie since age thirteen, Conran wrote his own CGI program nearly a decade ago with the intention of breathing life into a screenplay he called Sky Captain and the World of Tomorrow. For four years Kerry and his brother Kevin used the program (which enables a director to shoot a film on blue screen and fill in the backgrounds with images) in their garage to create a six-minute presentation on their Mac, a presentation that would eventually find its way into the hands of a "blown away" Avnet. Since then, it's been his mission to bring the Conrans' vision to life. "It's like the Revenge of the Nerds is over," Avnet laughs. "And the nerds have won. Just as Lucas did when he started the Star Wars world."

During a recent visit to the "set" of Sky Captain, CountingDown was shown more than half an hour of dazzling footage unlike anything ever seen on a movie screen. Stars Jude Law, Gwyneth Paltrow, Angelina Jolie and Giovanni Ribisi fully interact with stylish noir drawings depicting a 1939 New York City. A blimp (humorously dubbed the "Hindenberg III") docks alongside the Empire State Building and unloads passengers onto the roof; giant metallic robots fly through the sky like fighter jets, then walk down the street zapping buildings with laser eye beams; the Sky Captain (Law) and reporter Polly Perkins (Paltrow) fly a fighter plane in a dizzying sequence as they try to escape robotic planes that flap their wings like birds; squiggly-armed robots, monsters, and miniaturized animals are also glimpsed at various workstations throughout the tour.

The film's basic plot is that the world's greatest scientists are disappearing, and Perkins is on the case. When robots start invading, she makes a phone call to her old flame, a British Indiana Jones-in-the-sky who always saves the day without breaking a sweat. Banding together with the "other woman" who ended their relationship (Jolie), the group has to track down an evil, robot-loving madman before he can take over the world. The plot sounds like The Rocketeer-meets-The Iron Giant-meets-The Hudsucker Proxy, three good films that performed miserably at the box office. Whether audiences will bite on a Buck Rodgers-throwback with poster taglines like "The world will tremble!" and "What terror awaits our heroes?" remains to be seen, but one thing is obvious to anyone walking past these computer stations: moviemaking will never be the same again.

"This is a version of the virtual studio," insists Avnet, looking around. "This is unquestionably a wave of the future." Even though the nine weeks of principal photography was shot on a 24p video camera, "This mimics film's qualities. And it's truly amazing. We have Radio City Music Hall in this movie. Kerry's never even seen Radio City Music Hall."

Those fearing a Cool World or Jumanji experience where a special-effects breakthrough is showcased at the expense of good storytelling need not fear, Avnet insists. "I said to Kerry, "Look you've got these great actors, you've got a great relationship between them, don't hamstring them, give them some freedom.' The biggest challenge to me is to remember the film itself," he says. "If the pace is boring, then it's a boring film. All this stuff is unacceptable if the movie doesn't work."

During the screening certain scenes are run uncompleted, showing just how simple the brothers Conran (Kevin is the Production Designer) have made it to shoot a blockbuster movie. Footage is shown of Paltrow and Law walking across an empty soundstage between some potted plants that look like they were purchased at the Home Depot - soon, there will be a lush tropical forest there. In another scene, Sky Captain lands his plane on the dirt of a floating platform: all we can see is Law looking at the computer blueprint of what seems to be a tremendously ambitious set. One animator giddily shows off a program that required them to shoot footage of an elephant, then manually impose a skeleton on that footage, and now allows them to move the animal in any way they desire; another has a clay sculpting program that lets him mold his subject with the wave of a wand; another shows off an explosion in a complicated shot and laughs: "We went to the mountains and set off some fireworks, and just filmed it." Imagine a whole world of kids filming fireworks and potted plants, then loading them into the Macs in their garages, and you begin to have an idea of where the next Scorsese might be coming from.

"I'm nerd friendly," laughs Avnet. "They look at me and say "he's okay". Sky Captain and the World of Tomorrow hits theaters June 11th, a day that will allow everyone to release their inner nerd for a couple hours. Prepare yourself -- you've never seen anything like this before.