Sex would have ruined everything, the director felt. So he used cats instead of people for his film version of "Romeo and Juliet."

"When two people make love on the screen, it's always boring and distracting," explained California director Armando Acosta, convinced that Hollywood stars would have spoiled his film."You don't run that risk with cats. They're naked from the word go and nobody notices. And they're extraordinary animals, so sensual and mysterious."

He used 150 of them in his movie version of Shakespeare's enduring love story.

The director, whose long beard, red silk scarf and floppy cotton hat made him a distinctive figure on the jet-set Venice Lido, said cats showed an instinctive ability to express human emotions.

Still, it took him 400 hours worth of film and 5,000 hours in the editing room to make the two-hour movie, which was given its world premiere at the Venice Film Festival.

"Of course, to make the film, all of us - the cats included - had to show patience, respect and love. But the result is fantastic.

"Some of the cats, especially Juliet, were so much on the same wavelength as me that they understood what I wanted and were ready to repeat the same scene until they were themselves happy with it," Acosta said.

A former executive director of Paramount, Acosta has made award-winning commercials for Chanel No. 5 perfume, Ford and Kodak. He now lives in Belgium, where he heads a transcendental meditation community.

His Juliet is a superb white Turkish Angoran. Her Romeo a gray long-haired Persian. Lesser roles are filled by strays and house-pets, tabbies, Siamese and Syrians.

"We chose them based on their innate sense of humor," Acosta said.

Set against the canals of Venice, New York's Brooklyn Bridge, a fairground and a car dump, the furry cast fall in love, brawl, eat canaries and hunt rats to the soundtrack of Sergei Prokofiev's music for his ballet "Romeo and Juliet."

The balcony scene takes place on a roller coaster on Coney Island.

None of the cats had ever appeared on the silver screen before. They were recruited through newspaper advertisements, Acosta's friends or just borrowed from their homes under the bridges of Venice.

Acosta grew so fond of his cast that three of his leading performers - including Juliet - moved in to live with him after the last take.

None of the cats is heard to meow or purr in the movie. Their ups and downs in Shakespeare's tale are narrated using most of the Bard's immortal lines recited by British actors, including Ben Kingsley, Maggie Smith and Vanessa Redgrave.

The only human on screen - an old Venetian bag lady who drags a giant rat behind her on a leash - is as silent as the cats she befriends.

Played by John Hurt, who starred in "Elephant Man," this down-and-out cat lover saves Juliet and her family from death in Venice and puts them on board a ship bound for New York.

Acosta's next film, "Dandelion and Angel in the Forest," features 10,000 children, all between 5 and 10 years old, and a white elephant.

Asked for details, Acosta described it as halfway between "Gandhi" and "Close Encounters of the Third Kind," and added:

"I'm still looking for the white elephant. Actually, if anybody has one, could they get in touch?"