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THE MAKING OF "SECOND NOAH' // Backyard menagerie

It is well past 10 p.m. on a brisk November night, near the end of another 14-hour day on the set of Second Noah.

A 22-year-old would-be, could-be heartthrob named James Marsden takes his place on the deck where he will spend the next hour singing longingly about a lost love. The lighting crew obsesses to get just the right glimmer off the lake and moon and his dreamy cheekbones. The director shoots the scene over and over again, pushing the young actor to add more hunky sorrow to an already tender moment.

Each time, as the girlfriend reappears, the crew shivers in unison. The way the couple's eyes meet sends a ripple through the director's body. The shy grin on the young man's face prompts an unlikely outburst _ "I love you Jimmy Marsden!" _ from an obviously pleased executive producer Pam Long.

Then, after the last perfect take, silence.

Proof that once again, they made it. On a show and in a town that wasn't supposed to.

"There's something really magical going on here. There's a vibe _ the people in Los Angeles know it," Long explains after she has calmed down. "This show has heart. It has soul. It's something we're actually proud to be involved with."

Monday, the rest of America will be the judge when Second Noah premieres on ABC (8 p.m., WFTS-Ch. 28). It's the first prime-time network series to be set entirely around Tampa Bay, having filmed at Busch Gardens, a Bayshore Boulevard mansion and a North Tampa home. As the weeks go by, savvy viewers will be able to spot Plant High School, Pinellas beaches, the Belleview Mido Resort Hotel and Ybor City haunts like The Green Iguana and Blue Chair Music.

Though Second Noah is among only a handful of primetime series venturing away from the comfort of filming in Los Angeles, it's one of even fewer that portrays its location honestly. NYPD Blue may be a show about New York cops, but most of the gritty action takes place in sunny California. Remember Northern Exposure? It filmed in Roslyn, Wash., but the writers called it Cicely, Alaska.

On Second Noah, the TV mom works at Tampa's Busch Gardens. The dad coached at the University of Tampa. The older kids attend Plant High School and go to Ybor City for fun. Even if the show bombs, Tampa Bay will gain national exposure to millions of sun-hungry viewers.

In an age of sarcastic (Seinfeld) and sexually promiscuous (Melrose Place) television, Second Noah is a throwback to family dramas like Little House on the Prairie _ only with big '90s problems. Some viewers might find the return trip up Walton's Mountain schmaltzy, but parents struggling to tell kids "no" to programs like Beverly Hills, 90210 will find comfort in a safe haven for the whole family at 8 p.m.

But will audiences embrace the sentiment? With multiple televisions in many households, parents and children have grown accustomed to watching TV separately.

"Does the American family still want to share time together?" Long wonders, somewhat nervously. "Will they come to this electronic campfire?"

It's a question on Ted Harbert's mind. As the head of ABC Entertainment _ and the father of tough critic Emily, age 6{ _ he took some heat for straying away from ABC's family reputation. Now, as he tries to restore it, he can only wonder: "Have people become too cynical for a show like Second Noah? I sure hope not."

To be safe, Harbert recently pulled promos off the air likening the show to soft-hearted programs like Eight is Enough and The Waltons: "This show is harder edged," he insists, pointing out storylines for both adults and kids. Call it a dramatic Home Improvement, if you will.

At the least, in a year rife with Friends ripoffs, it won't be hard to separate Second Noah from the crowd.

First, there's the name, a modern Biblical connotation of the famous tale of Noah repopulating the Earth with his family and animals in twos. Then there's the lush scenery and animals _ 37 in all _ that give Second Noah a look unlike anything else on network TV.

"I've always believed that one of the great attractions of movies and television is that they take you someplace you've never been, on an armchair adventure," says producer John Flynn. "This is Eight Is Enough meets Northern Exposure in Tampa, with a healthy dose of Dr. Doolittle."

The show centers on a veterinarian mom, Jesse (Betsy Brantley), and a basketball coach dad, Noah (Daniel Hugh Kelly), who are blessed in life with everything but the ability to conceive. They've adopted eight children _ a multiethnic bunch age 3 to 17, abused or abandoned by their biological parents. There's even a teenage father raising his 3-year-old _ perhaps a first for TV.

"They're not the Cleavers," says Flynn, the producer.

In the beginning, ABC wanted only eight episodes of Second Noah, perhaps hoping to cut its losses if audiences didn't jump on board. But midway into filming last fall, before any market research told them to, the network execs upped the order to 12, a huge show of support in a business not known for such risks. After all, each episode cost more than $1.1-million to produce.

At that rate, Tampa Film Commissioner Pat Hoyt estimates the show pumped more than $12-million into the local economy during its five-month stay, from lodging for the 80-member crew to tabs at trendy restaurants such as Mise en Place and Le Bordeaux, bulk pager rentals and dry cleaning bills.

Designers spent more than $300,000 on construction and furnishings at the two houses, loading up at stores such as Pier One and Home Depot. Most of the $100,000-plus wardrobe budget went to area retailers.

Though filming 2,437 miles from Hollywood adds time and hassle to the process, the show's backers gush about live oaks and Spanish moss and gulf sunsets well worth the price.

"This area is ripe with possibilities," says Flynn. "There are beaches, jungles, rivers. Old Florida, New Florida. It's a whole different look."

It helped that Busch Entertainment had been working with the high-powered William Morris Agency to scout entertainment possibilities for its nine theme parks _ including Busch Gardens. When word trickled down about plans for a TV series about a zoo veterinarian, the agency pitched the Tampa park to Tartikoff, and a partnership was born.

Filming in Florida, says ABC's Harbert, guarantees a tropical setting unmatched in his neck of the woods:

"It's a fantasy world. You can't get that in downtown Los Angeles."

Lunchtime on the set of Second Noah looks and sounds like a birthday party for the coolest kids in town.

The mess hall tent is draped in pink, green and yellow crepe paper. The table talk, a mix of beachgoing sagas and group sing-alongs. "The worms go in, the worms go out, the worms play pinochle on your snout . . ."

Children snare the best seats near the food line, with their doe eyes, bowl cuts, funky hats and clunky shoes, playing word games, grumbling about homework and sneaking extra brownies when mom turns her back.

Then, with only one polite request, they're gone. Onto the van they pile, miniature ladies and gentlemen, back to work like seasoned pros.

If the cynics could see them now.

The rule in Hollywood is simple: Work with animals or children, and you're asking for trouble and unpredictability. Work with both, and you're certifiably mad.

Second Noah, for the record, works with at least eight children per episode, five of whom are in Monday's pilot episode. (The actors playing Bethany, Roxanna and Luis were recast this fall.) The show also features 37 animals, including water buffalo, Siberian tiger cubs, rhea monkeys, goats, antelope, zebra, a baby camel, a 4-foot iguana and a boa named Squeezer.

Pam Long laughs, a deep Huntsville, Ala., laugh coated with grits and gravy and pride. Sure, pulling off this Wild Kingdom-meets-The Brady Bunch hybrid means more headaches than a traditional sitcom. But, oh, think of the payoffs.

"No one will ever feel embarrassed or bad from watching our show," she boasts, an ununusual claim given the trash and trash-talking that dominates television today. "People can trust us."

Or, as Flynn simplifies: "It's a good family show. Getting those three words together is not easy."