By CELESTE KATZ
Journal-Bulletin Staff Writer

NEWPORT -- A fresh breeze tousled Lucille DiGravio's hair as she stood in Queen Anne's Square yesterday, scrutinizing the facade of the temporary prison.

She shook her head in disbelief.

"It's amazing," said DiGravio, a teacher from Quincy, Mass., who's looking forward to seeing the building in Steven Spielberg's film Amistad.

"We can say, 'Oh, my God, we were there - and all it was, was plywood with fake stuff all over it,' " she mused.

It's all part of the illusion, of course. The plywood prison is rising in the heart of the waterfront area. Parking meters are coming down, colonial signs are going up. Don't be surprised by a sudden influx of dogs and horses.

And forget about driving around Washington Square for a little while. The streets there will soon be repaved - with truckloads of dirt.

Newport is slowly being transformed at the hands of crews hired by DreamWorks, Spielberg's studio.

When stars Morgan Freeman, Anthony Hopkins, Nigel Hawthorne and Matthew McConaughey - and the balance of the 170-member Hollywood entourage - arrive in a few weeks, sections of the city will mirror the New Haven, Conn., of colonial days.

The film is the true story of an 1839 slave revolt aboard the Spanish ship Amistad. The African captives killed two of the ship's crew and were captured during an unsuccessful attempt to sail back home. They were imprisoned in Connecticut.

Ultimately, their case reached the U.S. Supreme Court, where then- president John Quincy Adams argued in their behalf. Charities raised funds for them to return as free men to Africa.

Lucille DiGravio's excitement about Amistad isn't unique. Thousands of hopefuls overloaded casting calls for extras earlier this month. And Rick Smith, executive director of the Rhode Island Film and TV Office, hopes the film will have an even greater economic impact than True Lies, which he says brought about $3.5 million to the state.

On a daily basis, cars and pedestrians slow on Thames Street to drink in the metamorphosis of Queen Anne's Square. Tourists seem puzzled. Teens accustomed to lounging in the park now stand on the sidewalk looking cranky.

"I come by here almost every day," said group home manager Thomas Pratt of Newport. "Once they made the decision (to shoot parts of the film here), it went very quickly." He plans to bring children to the park to observe the filming.

Workers are accustomed to the gawking from outside the orange plastic fence which rings the set. At times, they revel in it.

Last Saturday, so many spectators showed up that workers scrambled up the scaffolds "to take pictures of the people taking pictures of us," said supervisor Steve Conrow. "It was wonderful."

Yesterday's persistent wind carried the whine of saws and the thud of staple guns from the prison, which is about 40 feet high and 150 feet long. Up the hill, the white Trinity Church gleamed as big machines tore up the park's sod.

The prison's weathered stone facade isn't weathered and it isn't stone: it's plywood with sheets of molded, painted fiberglass stapled on. "Scenics" on wobbly ladders touched up the uniform gray of the stones with paint, adding a bit of moss green here, highlighting some mortar there. The sides of the prison are "brick" which are stapled on in huge sheets.

"There's going to be a prison door here," said Conrow, gesturing, "but they never open it. If they do, we're busted."

Most of the filming in Queen Anne's Square will be "dolly shots," with a camera running along a track as the actors walk by, he explained. Scenes of the prison's interior will actually be shot in a California studio.

Around back, framed by the prison's raw wood innards, worked Kelly Winn and Gene Pope of New England Local 481 of the Motion Picture Mechanics Union.

"We should be done in a couple of weeks - we still have to shingle the roof," said Winn, whose father worked on another Newport film: The Great Gatsby.

No Spielberg sightings yet, they said: "He'll probably get here the day before (filming begins)."

Set building, which Conrow estimates to cost "several hundred thousand dollars," has gone smoothly at Queen Anne's Square, but a few hearts may have skipped a beat when former councilman B. Mitchell Simpson III brought up some restrictions on the park's deed. The construction was already under way when Simpson's letter reached City Hall.

"In 1981, Queen Anne Square was owned by the Redevelopment Authority of Newport," Simpson, a lawyer, said yesterday. The authority donated the park to the city with strings attached: No commercial activity. And no building - permanent or temporary - allowed.

Simpson says he's no enemy of Amistad: "I think it's tremendous that Newport is going to be used for the locale for this film. It's a first-rate film with first-rate people behind it."

But "it's the issue that the city took title to a piece of property with certain restrictions, and the restrictions should be followed."

City Manager Michael D. Mallinoff said he's spoken with members of the redevelopment agency, and, "From what I understand . . . the type of temporary structure that is there now is not what they intended to prohibit," he said. Officials won't ask crews to halt their work.

The city has been working closely with Spielberg's emissaries to keep the nuisance factor down for visitors and merchants.

Keith Stokes, executive director of the Newport County Chamber of Commerce, says there's been a real push to keep "the lines of communication" open between the filmmakers and city businesses - especially those that will feel a direct impact from Amistad.

Ilse Platt, assistant manager of the Ocean Coffee Roasters outlet in Washington Square, has watched as crews prepare the area for filming at the Colony House.

Twenty tall electric streetlights are coming down, parking meters and park benches are being uprooted, but gas street lights will remain. Ocean's sign has been stripped from the building facade - Platt said the coffee shop will double as a dry-goods store in the filming. Yesterday's, the restaurant next door, has lost its awning and will serve as a hotel.

Both businesses will remain open during the filming, but because of the signage changes and parking limitations, Platt says she expects "we'll probably lose a little business."

Ocean waiter Rich Roseblade isn't so reserved.

"It's going to be complete insanity. I don't know how to describe it any other way," he said. "Yeah, they're definitely taking over the town."

Roseblade said the shop will have to route customers through a new entrance. The film crew will close Ocean down for short periods, and employees must wait downstairs, away from the camera's eye.

But Roseblade has his own camera plans for Amistad.

"I'm going to be on the fire escape, taking pictures and selling them to tourists at outrageous prices," he said earnestly. "I think everybody should benefit, (not) just the city government."

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