LOS ANGELES -- Terry Gilliam and Orson Welles have a lot in common. Both were immensely talented, ambitious and courageous filmmakers who had early success followed by endless bad luck and self-destructiveness. Welles made Citizen Kane, one of the best films of all time, then struggled for the rest of his life to get projects made. Gilliam made Brazil, which, while not in Citizen Kane's league, was a remarkable debut, a free-wheeling futuristic tale which combined animation, surrealism and social commentary in one audacious package. After that, though, he has directed only a few fitfully successful features.

Both Gilliam and Welles insisted on tackling immense, epic stories which were difficult to finance and shoot, such as The Adventures of Baron Munchausen, Othello, The Trial, Time Bandits.

In most cases their ambition exceeded their resources, pushing them way over budget time and time again, putting them in dutch with the studios and financiers.

Although Welles is dead, the much-younger Gilliam is still making films. Correction: trying to make films. For the past decade, he has been working on a version of Cervantes' Don Quixote, Conceived on a grand scale, the epic drama of the wandering knight and his sidekick Pancho, was first budgeted at 60 million dollars. When Hollywood balked at backing the risky project, the budget had to be cut in half and raised entirely in Europe.

Gilliam and his creative team struggled to adapt to these less than satisfactory circumstances, finally managing after many years to put a production together. But as Keith Fulton & Louis Pepe's documentary, LOST IN LA MANCHA--THE UN-MAKING OF DON QUIXOTE, shows so vividly and painfully, disaster struck in swift, relentless fashion.

Fulton and Pepe, two young Angeleno filmmakers, had been given permission by Gilliam to shoot on the set of DON QUIXOTE. Thus they were on hand to record the first behind-the-scenes problems: actors not showing up on time, unsuitable sound stage (in Madrid), language barriers. It put an immediate strain on the production, but Gilliam refused to scale down his vision and make a smaller, more intimate film. Like Welles (who had devoted a chunk of his life to planning his own version of Don Quixote), Gilliam would not compromise.

He ordered the elaborate costumes and props to be made, shooting to begin, even though the principal actors were still tied up on other projects. As if to punish him for his hubris, the weather turned nasty. A freak thunderstorm pelted everyone on location with rain and hail, unleashing a flash flood that swept away sets and equipment.

A weaker man might have quit right there and then. But the doughty, determined (and doomed) Gilliam hung in courageously, trying to marshall and inspire his troops. Another set was built in a different location and photography resumed, only to be halted by the sudden illness of the leading man, a French actor. Gilliam tried to shoot around him, helped by the arrival of Johnny Depp, who had agreed to play the earthy Sancho Panza.

Gilliam, as one of his aides said on camera, should have recast the lead role, but the director would not listen to good advice. Holding out for his original choice cost the production a fortune when the French actor was unable to return to work, thereby causing the insurance and bonding companies to pull the plug on Don Quixote.

All of Gilliam's work went for naught--the thousands of storyboard sketches he had made, the costume designs, the puppetry, set-building, horse-training and rehearsal time with secondary actors. What could have been a memorable motion picture was rendered null and void by Gilliam's dark angel--the same angel that plagued Welles for most of his life.