Ten crew members from Arabian Nights flood into a warehouse in Antalya, Turkey, determined to find the essential inredient for their epic miniseries: a magic carpet.

The local merchants, known for their hard sell, are aware they have a potential windfall on their hands.  They unfurl dozens of rugs from which director Steve Barron and he crew finally make their pick, a room-size carpet with a reddish hue, hand-stitched with exquisite, woven silk.

"Five thousand dollars," the merchant demands, knowing full well that the crew won't pay.  An hour of bargaining ensues before they settle on $3,500.

But the crew has one last, unusual request: Make this carpet old and worn.  Beat it up, fray the edges, spill coffee on it, stomp on it, all to make it look authentic on-screen.  No go, the merchants say.  "They couldn't bring themselves to age this beautiful thing," Barron says.  "We were breaking their hearts.   So we ended up doing it ourselves.

When filmmakers attempt toproduce a collection of stories as familiar as The Arabian Nights, they better get the carpet right - along with the magic lamp, the genies, the sultans, dragons and giants.  ABC's two-part, $30 million miniseries presents classic stories such as, "Ali Baba" and "Aladin," as well as less well-known tales like "Three Brothers" and "The Hunchback."

Tying it all together into one narrative, loaded with special effects, 48 differrent sets and some 4,750 period costumes, is a logistical and casting challenge, but there's even more at stake for this project.  After a tepid year for miniseries, lavish costume pieces and enchantment epics could be in jeopardy should Arabian Nights fizzle.

"We want to make it very clear to people that this is much more than special effects, that it is a great piece of storytelling," says Susan Lyne, ABC's executive vice president for movies and miniseries.  "Our challenge is to differentiate this from those miniseries that didn't work."

She has several reasons to be optimistic.  The network's juggernaut, Who Wants to Be a Millionaire, leads into Arabian Nights for its Sunday debut.   The miniseries was promoted during the Academy Awards.  And the network sent out tapes of the project to critics as long as six months ago, hoping to generation early favorable reaction.

"This is not only a spectacular miniseries," asserts executive producer Halmi.  "It is probably the best thing I have ever done."

And although adaptations of The Arabian Nights are more usually associated with B movies, the cheese quotient is kept to a minimum thanks to a script that floats from dark adventure to sharp wit.

Mili Avital ("Kissing a Fool") stars as Scheherazade, whose new husband, the sultan (Dougray Scott of "Ever After"), wants to have her executed before dawn, fearing that she will betray him like other women in his life.  To distract him, she starts telling stories, inspired by a master storyteller (Alan Bates).

Among those featured in her yarns are Rufus Sewell ("Dangerous Beauty") as Ali Baba, who loots the fortune of the Black Code (Tchéky Karyo of "Golden-Eye").  Jason Scott Lee ("Dragon: The Bruce Lee Story") plays Aladdin, and John Leguizamo ("Summer of Sam") portrays both the lamp genie and his distant cousin, the plump ring genie.

"I think people are used to these sort of cartoon stories of the past," says Scott, 35.  "But this is different from what a lot of people are expecting."

Leguizamo, 35, learned many of the stories as a kid growing up in Queens, New York.   "They always grabbed my imagination," he says.  "And it was something that I always wanted to be part of."  He studied old films featuring genies and magic lamps, preparing for his part, for which he had to spend six hours in makeup.  (He and Lee also kept in shape by boxing during production breaks.)

Others were initially sheepish about taking parts best known from movies aimed at kids.   Sewell's friends, accustomed to seeing him star in more sophisticated fare, teased him.  Another friend got him an Ali Baba toy game, where "you have to put all of these golden jewels on a camel before it bucks.  That was my preparation," quips   Sewell, 32.  "I would say [to friends], 'I am playing a man who has a change of life and becomes more successful and learns to see the world in a new way.'   They would say, 'What is he called?' And I would say, 'All right, it's Ali Baba, okay?'"

"That was a moment for me," Sewell says later.  "You suddenly think, 'Well here I am.  Three years ago I was in drama school, and here I am with a turban on. [And I'm] painted brown in the middle of Turkey.'"

Assembling such a cast proved to be a daunting process as well.  Several days into production and still without a Scheherazade, Halmi and producer Dyson Lovell sit with their cell phones at a Coppadocia restaurant, dining on tandoori chicken and Turkish delight, a candied desert.  They are awaiting word from an actress who has been offerred the pivotal part of the loquacious storyteller.  Halmi says he's willing to offer $350,000.  "Don't go over $300,000," Lovell suggests to Halmi.   "We'll use the extra $50,000 for makeup and hair."

"And carpets," Halmi quips.  But the actress passes.

The next week, however, they land Avital, a native of Israel best known for playing Sha'uri in "Stargate" (1994) and as the real-life girlfriend of David Schwimmer (Friends).  "They called on a Monday and I flew in Thursday," says Avital.  "Once I got there and saw the sets and the costumes, I saw it was such a work of art.  It was all there visually.  I felt like I was in that world."

Avital had a bit of trouble with the horses.  During one scene - a dramatic battle featuring hundreds of extras - her horse ran off with her on it.  "The producer said, 'There's no way.  You can't get on that horse,'" she recalls. "So the stunt coordiantor was a huge English guy.  He just decided that I would be sitting on his shoulders, and the camera would show me [from the waist up].  It was embarrassing.  It is a remidner that this is such a silly bussiness.  It is no different from what I did when I was 6 years old - only with adults."

A stroke of luck for the producers was the construction, near Antalya, of a state-of-the-art, brand-new, $12 million soundstage and plush studio facility, leased to them at a low rate, Barron says.  It was managed by entrepreneur Michel Tabori, who persuaded his Turkish father-in-law, one of the country's leading industrialists, to build the facilities on spec.  Unfortunately, they also built part of it in the middle of a field that was flooded with six feet of water by the time production started in November of 1998.  So the crew had to truck in gravel to "pull it all above sea level," Barron jokes.  "It was just a strange plan to build a studio in the middle of a country that really didn't have the experience or the backup to house a studio.  But they were letting us use it as a starter for them for almost nothing."

Deals, apparently, were everywhere.  Most of the actors returned home exuberant about their time in Turkey and certain that they had picked up rugs at a virtual steal.   Dougray Scott, however, returned home empty-handed.  He may have been the smart one.  "The local merchants are very good sales-people," he says.    "But in London, there were almost the same rugs at half the price."