There is still a little Africa in Sir Richard Attenborough's face -- the last pinks of a white man caught in Zimbabwe's summer rays. And the hair is so white it seems to ignite in Washington's sunlight. You can imagine how he must have looked -- a bespectacled snowy owl -- hitched up on a camera platform, hailing politely through a megaphone to the gathered black extras.

"Gentlemen, we need another shot of the police massacre. Please be so kind as to return to your shanty stations."

Massacre as in Soweto, and as depicted in Attenborough's new film "Cry Freedom." Shot for just over $20 million, primarily in Zimbabwe, it is his follow-up to the Oscar-garnished "Gandhi" (ignoring the poorly received "A Chorus Line" in between). A combination epic movie, apartheid primer and docudrama, "Cry Freedom" reenacts the friendship between Donald Woods, a white, liberal South African news editor, and black activist Stephen Biko, who was battered to death in prison 10 years ago last September. Screenwriter John Briley (who also wrote "Gandhi") draws primarily from Woods' two books, "Biko" and "Asking for Trouble."

Using the same larger-than-life imagery of "Gandhi," the film paints an uncompromising picture of South Africa as a police state.

"I think that's inevitable," says Attenborough. "One must reach the unknowing, the uncaring, and even those who would advocate the furtherance of the present regime ... You've got to stand up and be counted."

Three years ago he met with Biko's mother and his widow Ntsiki in South Africa. After he told Ntsiki of his plans, she excused herself to talk with Mrs. Biko in Xhosa. "When she finished, Ntsiki said, 'Mother' -- they don't say 'mother-in-law' or 'father-in-law' -- she said, 'Mother and I would like you to make this film for two reasons. You have gone to the trouble of asking us' ... and secondly, she said, 'because Donald is Steve's greatest friend.' "

Then, says Attenborough, "She told me to 'make it strong.' I loved that."

So it was with surprise that he read press accounts quoting various Azanian People's Organization (AZAPO) spokesmen who threatened to "wipe the film off the screens of the world" if perceived misrepresentations were not remedied -- among those, that the Biko-Woods friendship was exaggerated and the history of the Black Consciousness Movement trivialized. Further reports claimed that AZAPO made Attenborough reedit his film to its liking.

"Not one syllable, not one word, not one second has been removed or altered since I finished the film," says Attenborough, the characteristic politeness showing signs of strain. Some changes were made two years ago, he says, when he showed the script to AZAPO Vice President Peter Jones, Black Consciousness Movement cofounder Barney Pityana and representatives of other black organizations. And last month, he adds, Jones met with him in London to set up a trust for Biko's children (from Attenborough's percentage of the movie's profits) and to issue a statement calling "Cry Freedom" a "totally accurate representation of the times, philosophy and personality of Steve Biko, which will be invaluable in the struggle for freedom ... And Peter came out of the film, tears pouring from his face."

As for the friendship question, says Attenborough, "the first check that Donald got for the movie, 24,000 pounds, he sent to Ntsiki. This is a man that came out of South Africa with 200 quid, with a wife, five children, from a life of opulence ... To malign him, saying he really didn't know Steve and that he climbed onto the back of Biko and made a fortune, are both by my own personal eye and ear palpably untrue."

There are moments when Sir Richard Samuel Attenborough, knighted in January 1976, becomes the familiar "Dickie," as most friends call him. It's a sudden dip into the colloquial -- from politesse to a sort of vaudevillian nudge-nudge. When instructing an associate from Universal Pictures as to how weak he likes his tea, he says, "Daaarling, it looks as if the cat cocked its leg and no more, do you know what I mean?"

And when asked if the controversy is getting to him, he says, "Oh, I'm fine. I'm a stubborn, resilient bugger."

"Asking for Trouble." It could have been a book about Attenborough.

1983: Triumphantly clutching his Oscar statuettes for "Gandhi," he arrives at Heathrow Airport. The press is waiting. "My actor's ego, you see. It never occurred to me for one moment that it was anything other than to say, 'What a clever chap you are' and 'How marvelous' and whoopee-do. There was a dismissal of the Oscars in about two and a half seconds and it was, 'ARE YOU GOING TO SOUTH AFRICA OR ARE YOU NOT GOING TO SOUTH AFRICA?' I felt dreadful, I was exhausted ..."

The fuss concerned a whites-only "Gandhi" premiere in South Africa to which Attenborough had been invited. "They said it would be multiracial, but it was in an area where no blacks could get to because they'd have to get permits -- even if they could afford to get there. And this broke right on the day of the Oscars." He didn't go.

1984: After buying the rights to Woods' books, Attenborough decides to visit South Africa. "Not in a clandestine way, just, you know, unobtrusively." The Special Branch trails him and his wife, Lady Sheila, throughout the country. And when he meets Winnie Mandela in Bloemfontein, a squadron of television camera crews "came up out of the ground." They interview Attenborough and Mandela briefly. Then Attenborough enters Mandela's house to speak privately with her, among other things about making a movie on her husband, imprisoned African National Congress leader Nelson Mandela.

That evening, Attenborough watches the news. "They actually had to say who Winnie was. Up to that point she was banned, and therefore no mention of her was allowed in public." He mimics the newscaster's Boer accent: " 'We werr not invited in but we werr able to hearr a certain amount of wut went on.' They showed a picture of me taking Winnie's hand. 'As you ken see, he is walking into herr house, holding herr hand' -- which is against the law. He then started to destroy me, {saying} obviously I'd been sent into South Africa by the ANC and Moscow. And my credentials, as evidenced in 'Gandhi,' meant I was certainly a member of the Communist Party ... It was a type of assassination the like of which you can't imagine."

The newscaster's name, Attenborough says, "was Freek Schwatt or something like that." And, adds Dickie, "We've had fun with the name since -- Freak Fart and so forth."

1984, same visit: A group of drunken Afrikaners enters a public restroom Attenborough is using. One holds the door shut and "they all started laughing and speaking in Afrikaans and making the most obscene -- I mean, 'Winnie Mandela' and 'black' and 'did you enjoy it?' And et cetera. I think had they not been the worse for wear, as far as alcohol was concerned, they might have knocked me about." He escaped safely.

And that, says Attenborough, "was the trip to South Africa."

Here he is, talking about all this in a Washington hotel at the start of a seven-month worldwide promotion tour (tab to Universal Pictures). That's every penguin-free continent. He'll be seeing redwoods, palm trees, bamboo and coolabahs. And a whole lot of "Cry Freedom."

The night before there was a courting of the Congressional Black Caucus with a preview and reception. (Other screenings around the country are benefiting UNICEF, Attenborough having taken up the late Danny Kaye's goodwill ambassador position last month.) Immersed in a tuxedoed sea of word-of-mouthers and opinion-leaders, he was shaking hands (with both hands) and oh-reallying everyone -- including the woman with the cocktail French accent who cooed, "Oh, Misterr Attenborreh. Ah yoosed to werrk wiz Franc ois Truffaut."

"Oh reeeally?"

On this morning after, sunlight streaming through the hotel window, catching his hair like a halo, Sir Dickie, 64, is talking with the print press in the same tones and graces. The Universal associate nods and laughs at everything he says or does and he what-darlings her back. He puts warmth and extra vowels into the phrase, so it becomes "what daaaaarling," all soft and caressing -- imagine a dovekeeper talking to his prize racers. And the hands are always open and gesticulating, describing those imaginary squares directors like to.

There are more stories about South Africa. And about his trusty marketing director, Diana Hawkins (he calls her Carter, her maiden name), who has been with him for 31 years and will be associate producer on the next film. There isn't much time to talk about Lady Sheila. (He married her in 1945, has acted with her onstage several times.) Or his life in the theater. (His father told him to win a full acting scholarship or not act at all. He got the scholarship.) Or his parts in the movies.

Remember the all-star "The Great Escape" in 1963? Attenborough played a British prisoner of war. Or how about his role as Pinkie in the 1947 adaptation of Graham Greene's "Brighton Rock"? Or as the factory worker ousted by his work mates for not joining a strike in "The Angry Silence"? (The National Union of Mineworkers banned the film in Welsh pit villages.) Or the young flier who fails to get his wings in the wartime propaganda film "Journey Together"?

There was even a bit part in "Doctor Dolittle."

The films he has chosen, Attenborough says, "probably with the exception of 'Magic' and beginning with things like 'The Angry Silence,' were attacks on the establishment."

He teamed with writer-director Bryan Forbes -- whom he refers to affectionately as "Forbesy" -- in the late 1950s. Including "The Angry Silence," they made films such as "The League of Gentlemen," "Whistle Down the Wind," "The L-Shaped Room" and "Seance on a Wet Afternoon." Attenborough began directing in 1969 with "Oh What a Lovely War" and continued with, most notably, "10 Rillington Place," "Young Winston" and "A Bridge Too Far."

After a meeting with Indian Prime Minister Pandit Nehru, arranged by Lord Louis Mountbatten, Attenborough's interest in Mohandas Gandhi became an obsession. It took 20 years to make the film he wanted to. And he did it without raising one penny from the film industry -- although Columbia Pictures finally bought it.

After "Gandhi's" eight-Oscar triumph, he met with Frank Price, who had just left Columbia for Universal -- "I was his first customer" -- and got himself a $20 million promise for "Cry Freedom" (roughly the same budget as for "Gandhi"). Just like that.

And just like that he recently signed a three-picture deal with Universal. Scheduled are films on Thomas Paine and British explorer Sir Richard Burton, the third subject still undecided.

Shooting in Zimbabwe, with the energetic participation of the government, was "wonderful," Attenborough says. "... The thing that knocked me on my backside more than anything else was the total lack of rancor among the black Zimbabweans. The atmosphere was devoid of revenge {for the former white regime}. I mean they treated {former prime minister} Ian Smith in the most courteous terms. I'd've had his guts for garters."

When unknown saboteurs attempted to destroy the set of Donald Woods' house, "we were a little nervous, needless to say." Pretoria, of course, was suspected. The Zimbabwean government provided the Attenboroughs with security guards and nothing further occurred.

As for his filmmaking techniques, Attenborough is the first to admit he's "not a pyrotechnical director. Staid, I suppose. I am a storyteller ... I'm not making 'Police Academy' or 'Beverly Hills Cop' or James Bond. I am making a picture that nobody wants to make and nobody's going to see -- they always say that."

And choosing a subject like Stephen Biko has its creative problems. "Oddly enough, Biko's life was singularly undramatic. He was arrested four times. Twice, he was taken in and just let out. The third time he clouted the policeman on the chin and the fourth time, of course, he was killed. And he was laid back to the point of, you wondered how he stayed awake ...

"He'd go to meetings -- student meetings and so on -- and he'd lie like this, and the meeting would go on for two hours ... and quite suddenly, after two hours, he'd sort of slowly get to his feet and within four minutes encapsulate the entire argument, propose a compromise or whatever. Now, you can't have two hours of Steve Biko fast asleep."

He made Briley write 11 drafts.

Attenborough also wanted desperately to find an African to play Biko. Searched unsuccessfully all over the world. He was thinking, he says, "He's got to be 29 to 30, gotta be 6-foot-1, as good looking as the young {Sidney} Poitier. He's got to have intellect and humor, dignity, total credibility. He's got to have charisma. If you're not captivated by him then the premise of the movie collapses."

Eventually he turned to American actor Denzel Washington. Attenborough had been captivated by his performance in "A Soldier's Story" and had seen him on television in "St. Elsewhere." They met in a New York hotel and "I told him about the movie. And he got up and started wandering round the room." Here Attenborough imitates the scene, stopping by the window. "And he ended up in a corner by the mantelpiece and he leaned back like this and listened to what I was saying. And his listening was an inquiring listening ... And I knew."

There was one small problem. "I said, 'You can see Steve has a little gap in his teeth, which you haven't got.' He gave me a grin and said, 'You wanna bet?' And he had it done."

Washington, Attenborough says, like a proud father, "has probably the most intense actor's concentration. Comparable to Ben Kingsley {star of 'Gandhi'}." And Washington, he adds, "looks staggeringly like Biko."

Attenborough has always felt "very passionately, very deeply about prejudice, persecution, intolerance and so on." It came from his home life as the son of Frederick and Mary Attenborough, who assisted refugee Basques during the Spanish Civil War and European Jews before and during World War II. His voice lowers respectfully when speaking of them. His father, the principal of Leicester University College -- whom he refers to as "The Guv'nor" -- was a man "imbued with extraordinary energy ...

"Hardly a day went by without people in the house," says eldest son Richard (sibling to John and David -- later to be knighted Sir David, host of the "Life on Earth" and "The Living Planet" public television series). "Mostly you supplied time and care."

Returning from school one day, Richard and David were told there would be two new family members -- Irene and Helga Bejack. "So for eight years, during the war and just after, my brother and I had two German Jewish sisters ... So it doesn't seem exceptional or unnatural to me" to make socially conscious films like "Gandhi" or "Cry Freedom."

"I don't do what they did," Attenborough says of his parents, "but I am granted this extraordinary opportunity to work in a 20th-century art form, which has possibilities of communication the like of which no one has ever dreamt of. And if 200 million people see 'Cry Freedom' and it touches 10 percent of them, I've made it.