These days, the process of creating a new CD-ROM is part digital and part Hollywood.

The untidy red brick building in this dreary, industrial area just outside Hollywood yields few clues about the techno-culture experiments going on inside. That is, unless you've got one eye on the parking lot, where saxophonist Scott Page and comedian Charlie Fleischer are cutting up with an ordinarily serious-minded software engineer named Doug Gillespie. They move aside barely enough to let record producer Bob Ezrin and Andrew Sheu of TV's "Melrose Place" emerge from an incoming Jaguar donning baseball caps urging all to Do Something.

Indeed, they are in the midst of doing something - two things, actually. At the moment, they're working on a new CD-ROM program called "The Universe According to Virgil Reality" that brings stuffy scientific principles to life through movielike animation and liberal doses of humor and music. And in the process, they're fortifying a still-rickety bridge between multimedia computer technology and the creative people who propel media like music, television, and film.

They are not alone in this latter pursuit, but in many respects they've got more planks on the bridge than anyone else. All except for Sheu are part of 7th Level, a two-year-old multimedia software company where the much-trumpeted "convergence" between the computer and entertainment worlds is being played out on a daily basis. And as incongruous as it is to watch celebrities drop by this reclaimed warehouse, the industrial park setting is quite fitting. Unlike many in the hype-filled convergence business, cofounder Ezrin and company are checking their egos at the unmarked front door, rolling up their artistic and technical sleeves, and attempting to bring some genuine Hollywood magic to the multimedia experience.

Which is a high-minded way of saying they're making really good CD-ROMs here. And they're not shy about taking on new challenges. The Virgil Reality project is one of the most complex and ambitious CD-ROM efforts to date, charging eagerly into two areas - animation and education - where multimedia software has proven less than fulfilling so far.

Virgil is a kind of company guinea pig, too. Though it's not 7th Level's first title, Virgil Reality will put many of the company's homegrown audio, video, animation, scripting, and "intelligence" technologies to their first full test. And with roughly a million dollars invested in it, Virgil may go a long way toward determining whether any CD-ROM with instructional value, however cleverly wrapped, can duplicate the appeal (and sales) of hits like Myst or Doom.

You could certainly pick an easier subject as your test vehicle. Virgil Reality's mission is to explain the scientific underpinnings of the world around us, and do so in a hip way with animation that would make Walt Disney proud. And in the spirit of Ren and Stimpy (or Rocky and Bullwinkle for us older kids), it should be savvy enough to appeal to adults.

We decided to go along for the ride, or at least short stretches of it, as Virgil Reality went from a sly play on the words "virtual reality" to a spry animated character to a (nearly) finished CD-ROM product. And while it's probably dangerous to infer too much from one title, it's clear the road to convergence will be lined with some fascinating scenery, if not always smooth pavement.

The making of a multimedia title at 7th Level differs from the norm in several subtle but critical ways. Most CD-ROM projects start with a game-playing strategy or a stockpile of information (words, photos, video clips, etc.) about a particular subject. How that's presented to the PC user, and how he or she interacts with it, is often a secondary concern - and it shows. 7th Level's projects, like many traditional forms of entertainment, tend to evolve from characters and storylines. In software terms, that translates into developing key elements of the program's "look and feel" first, and filling in the content later.

Dr. Virgil Reality, the zany red-haired professor at the heart of this title, had a look, a voice, and a personality long before there was anything resembling a script. Virgil also had a sidekick (called Cube) and a base from which to explore the universe (a series of floating pods - see picture). And from the beginning, there was a basic plan as to how the morphing Dr. Reality and the data-supplying Cube would move about and interact with their audience.

That 7th Level would work more like MGM than Microsoft is no surprise. The company prefers hiring Hollywood to emulating it, and the Virgil team is populated with people from the TV, movie, and music businesses. Animation director and Virgil illustrator Dan Kuenster, for example, is a Disney-trained artist who spent a decade working with Don Bluth on animated films such as The Land Before Time and All Dogs Go to Heaven.

Another key difference may be that while multimedia companies frequently seem wedded to certain genres or subjects, 7th Level plays the field, preferring the power of individual ideas to any narrower sense of order. Its eclectic group of CD-ROMs so far bears witness to this fact. It includes a sing-along for tots called Tuneland, a Nintendo-style slugfest for teens called Battle Beast, and the digitized antics of the British comedy troupe Monty Python (confessionally titled A Complete Waste of Time).

7th Level's executives can roll out a convincing business map when they need to, but the company often seems to turn in whichever direction good ideas and interesting people happen to take them. The latest evidence of that is an agreement with Quincy Jones to develop a music anthology on CD-ROM.

Which is one reason Virgil Reality is getting a late start on life. With the company's collective attention being periodically diverted to other high-profile titles, Virgil has been shifted to the back burner several times. First announced in May of 1994, Virgil was originally slated to be on store shelves last Christmas. Now it's slated for this December or January (for Windows PCs). 7th Level breaks no new ground here; the bait-and-wait scenario is business as usual in the software industry.

But whatever Virgil Reality has lacked in promptness, it's more than made up for in frequent flier miles. 7th Level's headquarters is officially in Richardson, Texas, outside Dallas, where company president and cofounder George Grayson toiled for years alongside brother Paul at Micrografx, a publisher of PC graphics software. Most of the company's programmers and technical people work there as well. But 7th Level's "production studio" is in Los Angeles, where Ezrin, Page, and the other "Hollywood" people work. This unusual divide spells frequent trips between the two sites for many people on the Virgil team.

Grayson, who with a dark beard and cowboy boots looks more like a country singer than a CEO, readily admits the split is cultural as well as geographical. "We're not all the same kind of people, and we don't pretend to be," he says. "And sure, that's caused its share of problems, but we also think a lot of good can come from putting different minds together... Besides, you can meet some interesting people on airplanes."

Just ask Charlie Fleischer. A curly haired, rubber-mouthed comic best known for his work as the voice of the manic Roger Rabbit in the animated movie Who Framed Roger Rabbit, Fleischer met Sixties activist Timothy Leary on a plane. Leary, he says, advised him to tune in to the digital age, prompting Fleischer to drop by a trade show called Digital Home Expo. There he met Scott Page, who shortly afterward organized a benefit concert with Ezrin and Grayson at the huge Comdex computer show in Las Vegas. The trio launched 7th Level less than a year later.

It was Fleischer who coined the name Virgil Reality, and he has been the central figure in the software's development ever since. To credit Fleischer as the voice of the wacky professor Dr. Virgil Reality is a little like saying wind plays a key role in hurricanes. He is the voice, personality, wit, music, and animator's inspiration behind Virgil. He also worked extensively on the script. By virtue of his constant ad-libbing, and his impatience with any dialogue that isn't both clear and funny in exploring the mysteries of science, he probably deserves an editor's credit, too.

Not that his voice isn't force enough. During recording sessions, Fleischer adopts a German-like accent for Virgil Reality and takes listeners on an audible roller coaster ride, squealing and quipping his way through short bits on how planes fly or refrigerators stay cold. At his best, he's easily a match for Robin Williams' funniest routines in Disney's Aladdin. Standing in front of an electric piano in a sound booth, Fleischer, a self-annointed "scientist" who obviously knows his way around subjects like physics and biology, pays almost no heed to the literal text of the script. "I'm just writing faster than usual," he says of his impromptu renditions.

In one typical exchange, Fleischer takes a simple explanation about the relative safety of microwaves and manages to accurately turn it into a 15-second comedy routine, comparing them to longer wavelengths and ending with: "That's why you have to wear lead pajamas when you sleep next to an X-ray machine." (The previous take was even funnier, but largely unprintable.)

Page, who serves as co-producer on Virgil, smiles broadly and shakes his head as he strains to follow along with the script. "Beautiful, Charlie" he says into his microphone.

An energetic and seemingly always upbeat character with straight brown hair down to his waist, Page knows his way around a studio - and multimedia. He's played tenor sax for Pink Floyd and Supertramp, and more recently was president of the Walt Tucker Group, a post-production studio that specialized in mixing music, video, and computer technologies. But even Page is impressed by Fleischer's versatility. "Charlie's the total package," he says, as Fleischer dashes off a piano solo on the other side of the glass.

Fleischer's frenetic, unpredictable delivery means that the dialogue must be recorded first, with the animation matched to his voice and music later on (as in Aladdin). That's fine by Dan Kuenster. "Anything out of the norm is great for an animator," he explains. "And Charlie gives us plenty to work with."

Indeed, for all of his talents, Fleischer is hardly a one-man band on the Virgil project. The other co-producer, Barbara House, stands in an adjoining sound room as Fleischer records. She is the pleasantly monotone voice of Cube, a job she earned when Page heard the greeting on her answering machine. House has the unenviable job of keeping up with Fleischer, who sometimes will read her lines as well as his own. Contrary to convention, they record simultaneously to capture the spontaneity of the banter.

Audio engineer Jimmy Hoyson, who's worked with the likes of Michael Jackson and Thomas Dolby, sits at a giant control board and records it all to hour-long digital audio tape (DAT) cassettes. Later, the tapes will be transcribed and marked with time codes so the producers can choose the segments they want. Hoyson has no trouble keeping pace with these loosely scripted outbursts - but occasionally has trouble keeping a straight face. "Some days, we're literally rolling on the floor," he confesses.

Scriptwriter Jamie Collette could be forgiven for taking a dimmer view of the proceedings. Much of the 700 pages of dialogue is her handiwork, and when Fleischer isn't rewriting the script on the fly, he's requesting more facts, more detail, or more clarity. But Collette patiently sees the greater good at work. "You can't hold onto this stuff too dearly," she shrugs. "The main thing is that we get it right."

In fact, Collette and House did much heavy lifting before the scriptwriting and recording began. In addition to rifling through every textbook and encyclopedia they could get their hands on, they spent an exhausting two weeks at the National Archives in College Park, Maryland, wearing white gloves and scouring through boxes of manila envelopes for still pictures of everything from Franklin stoves to telegraph transmitters they could photograph. They also hunted down video footage at the Archives, and solicited even more clips from NASA. "That part was work, pure and simple," recalls House. Many of the basic science questions - What is a gas anyway? - were answered with the aid of an enthusiastic and slightly eccentric trio of Los Angeles high-school teachers dubbed "The Science Guys" by the folks at 7th Level. Embracing their roles with investigative vigor, or perhaps merely in need of hobbies, The Science Guys (a.k.a., Alex Koperberg, Greg Young, and Loyal Perry, Jr.) show up weekly at the company's studio wearing long white lab coats.

In the end, the main problem with the script is a bad case of information overload. Explanations of sometimes complex scientific processes must be reduced to three or four lucid, jargon-free sentences. Setting Virgil loose in "the universe" didn't exactly narrow down the number of things that need explaining, either. As a result, much is being saved for what the team hopes will be future Virgil titles that will delve deeper into specific areas such as the environment or human anatomy.

Weaving together Fleischer's colorful interpretations of this information is a deceptively complicated job. Software like Virgil is not linear; the direction it takes depends entirely on where the user clicks on the screen with his mouse (and in some cases, where he's been before or whether he's clicked there before). So actions can't simply be strung together like a Saturday morning cartoon.

Instead, producers House and Page work with Kuenster and Virgil's technical guru, Doug Gillespie, to construct and continually update a weblike blueprint of these actions and their interconnections. Using standard database software, they track every distinct action (i.e., Virgil walking across the screen) and its potential links to other actions (Virgil hopping into a car).

While it sounds straightforward enough, the number of actions in Virgil make the process a bit like tracking a mouse through a maze the size of a basketball arena. House figures there will be more than 10,000 actions in Virgil by the time the finishing touches are applied. But you need those kinds of numbers for the product to feel sufficiently "deep," insists Page. "This is like 50 times more difficult than piecing together a motion picture if you're doing it right," he says with a characteristic bit of embroidery.

But even that measure of detail pales beside the number of unique drawings - "frames" or "cels" in animation lingo - it takes to make Virgil Reality spring to life. (Even the simplest actions, such as a door opening, can require several drawings to animate fluidly.) Kuenster and his team of more than 20 animators will sketch roughly 25,000 distinct frames to bring Virgil and pals to life. And that's not counting the many combinations of animated scenes with photos and video clips.

The math here isn't difficult: More frames equal smoother, more lifelike animation. (Or, stretched over a longer time period, more scenes and action.) And while 25,000 eels is still far less than a full-length animated feature film, it's far more than either CD-ROM or video games. By comparison, 7th Level's own Battle Beast title has 8,000 frames, which the company claims is five times the amount in popular video games of the same ilk.

7th Level is betting on automation to make top-notch cartooning pay off. Animators still sketch most of the basic outlines by hand onto sheets of paper, but from there the images are scanned into computers and fed into an innovative "inking and painting" program. This lets artists quickly touch up lines and fill in colors - like the red in Virgil's hair - with the touch of an electronic pen, and then preserve their work as digital files. That saves untold hours of hand-painting and camera work.

With so much animation involved, the Virgil team has also been experimenting with shortcuts like using a standard stable of mouth positions and prescripting common movements such as a character walking from one spot to another. "You can't make money in this business with high production values unless you figure out how to do it faster and smarter," says marketing director Kenni Driver.

The final, less celebrated, more technical steps in Virgil's procession toward producthood occur in Richardson. Here, the digitized audio and animation files are stitched together using the master blueprint and custom "authoring" software 7th Level developed itself. Once most of the scenes are properly assembled, the resulting files can be shifted from hard drives and digital tapes to CD-ROM discs for testing. Then, with the bugs swatted and final scenes added, The Universe According to Virgil Reality - assuming the name remains the same - can be replicated, packaged, and shipped to stores.

Whether Virgil Reality becomes a CD-ROM classic or merely a footnote in multimedia's voyage into the mainstream of American culture remains to be seen. Predicting the whims of consumers in the entertainment business is notoriously dicey. 7th Level needs to sell only about 50,000 copies to break even, but breaking even would be something of a heartbreaker in this case.

At the very least, it has been a noble experiment. "I'd like to say this is all a very scientific process, but that's bull," concedes Ezrin. "We're learning, like everyone else."

RELATED ARTICLE: LIVE ACTION, OUT OF THE BLUE

Sophisticated animation like the kind used in Virgil Reality is one way to make CD-ROM software come alive. Another increasingly popular method is to use human actors and blend them into digital surroundings with "blue-screen" technology.

Essentially, blue-screen is a process that use special video cameras and film that are designed to filter out certain shades of blue (or green, in some cases). Actors standing in front of a blue screen or wall, for example, appear to have nothing around them when the video is processed - making it possible to set them against new backgrounds.

Blue-screen systems aren't new. The movie industry has used them for years to stage seemingly impossible stunts (in Schwarzenegger films, for example) and even make actors themselves disappear (The Invisible Man). But the art of merging these isolated bits of video with digitized scenery is still in its infancy.

To date, most of the video clips used in CD-ROM software have been relegated to small boxes on the screen. But a growing number of titles are using blue-screen processes to fuse video actors with digitized backgrounds comprised of still photos or animation. Broderbund's new In the First Degree, for instance, mixes video of live actors with detailed graphics of courtroom and crime-scene locations. The net result is software that appears more fluid and lifelike. It can also add to the intensity of the experience: The process of interviewing witnesses in First Degree feels uncannily real.

Other recent or forthcoming CD-ROM titles that use live actors and blue-screen techniques include Access Software's Under a Killing Moon, Sierra's Phantasmagoria, Media Vision's The Daedalus Encounter, Trilobyte's 11th Hour (the sequel to 7th Guest), and Rocket Science Games' Loadstar. C. O.

RELATED ARTICLE: SCIENCE ON CD-ROM

Virgil Reality could easily turn out to be the most entertaining approach to science exploration we've seen on a computer, but it's certainly not the only one. There are dozens of CD-ROM discs that seek to explain the mysteries of science, including several new and noteworthy titles.

The Eyewitness Encyclopedia of Science, from Dorling Kindersley (800-356-6575), is a very visual collection of explanations, videos, animations, biographies, and definitions that spans mathematics, physics, chemistry, and the life sciences, It's aimed primarily at teens and adults, though kids as young as 9 or 10 might find it intriguing. It lists for $80, and runs on Windows PCs or Macs.

What's the Secret?, from 3M Learning Software (800-219-9022), is an animated exploration of everyday mysteries of science based on public television's "Newton's Apple" show. Targeted at kids, the program lets children discover for themselves why bees make honey or why you stay pinned to the seat of a rollercoaster as it goes sideways and upside down. Available for Windows PCs and Macs, it lists for $40. A second program also based on "Newton's Apple" is due out soon.

The Adventures of Hyperman, from IBM Multimedia Studio (800-898-8842), is another new science CD-ROM title based on a TV show. Both the CD-ROM and the show, which is stated to air on Saturday mornings on CBS starting in September, are action-adventure cartoons featuring superhero Hyperman and teen sidekick Emma C. Squared. Together, the duo teach children some science basics as they stop the diabolical Entrobe and Kid Chaos from destroying the world. The software lists for $50, and runs on Windows PCs only. C.O.