It was over. I mean, it was quiet, as if nothing had happened. The beach was not any general's business. They had no say, none what-some-ever.

-- GI's voice in "D-Day Remembered,"

a 1994 film by Charles Guggenheim

Late one recent afternoon, a 71-year-old man with crinkly whitish hair and a crinkly grin to match was wandering exhaustedly around his Georgetown offices calling out, "Grace! Where's Grace?" Charles Guggenheim, the documentarian, had arisen at 3 a.m. to worry over a talk he had to give at a luncheon in his honor sponsored by CINE, a filmmakers' organization. Now, fatigued, he needed his daughter and producer, Grace Guggenheim, to drive him home.

"The truth is, we're living in wonderful times and a wonderful place," he'd told his CINE audience at the Willard Hotel. "This country provides more possibility to learn about oneself, and what the journey of humanity has been, than any other place. I've made movies in art and politics and civil rights and history and architecture, and every time, I've met someone I'd never meet otherwise, or gone somewhere, or read something."

Then he'd given, in one sentence, what amounts to his credo: "There are great stories in what is very common."

Guggenheim himself seems to exemplify this. He's such a modest, friendly man, living a quiet family life in Washington, that you'd never guess he's tied 4-4 with Disney for first place in Oscars won for documentary

films -- though only if you include his "Robert Kennedy Remembered" (1968), a moving, if rushed, production that was placed in the short subjects/live action category.

In any case, Guggenheim is up there with competitors like the U.S. Navy (three Oscars) and Jacques Cousteau (two). He won in 1964 for "Nine From Little Rock" (a USIA-sponsored film about school integration); in 1990 for "The Johnstown Flood" (about how neglect of a dam by wealthy industrialists in 19th-century Pennsylvania led to the deaths of 2,300 ordinary people); and, last year, for "A Time for Justice" (a passionate hymn to the civil rights movement).

In a week, he'll be in Los Angeles for the 68th Academy Awards and a possible fifth Oscar for "The Shadow of Hate," a gut-wrenching survey of bigotry in the United States. Commissioned by the Southern Poverty Law Center, the film has already been shown to an estimated 3 million high school students nationwide.

Guggenheim is looking forward to the ceremony for family reasons, too. His daughter-in-law, Elisabeth Shue, is up for Best Actress for "Leaving Las Vegas." (Her husband, Davis Guggenheim, 32, is a freelance director of "NYPD Blue" and other TV shows. "They met in a bowling alley" before she was famous, the proud dad says, "and fell in love with each other right away.")

"I'm thrilled," Guggenheim joked publicly at the CINE lunch concerning his illustrious daughter-in-law. "It's the first time I'm going to be photographed coming into the Academy!"

Guggenheim's self-deprecating humor masks a deeply emotional man whose work, beneath the calculatedly bland steadiness of the films' narrators, often seems driven by intense feelings of rage, pain -- and, ultimately, love. Indeed, at the beginning of a series of interviews for this story, Guggenheim immediately volunteers details about his privileged childhood, and how it was also marked by rejection and emotional anguish.

He was dyslexic. His family -- well-to-do Cincinnati furniture merchants living in a highly educated, tightly knit German-Jewish circle where servants and financial success, liberal politics and regular reading of the Saturday Review of Literature were the norms -- was at a loss as to what to do for him.

"I didn't think I was smart," Guggenheim recalls. "I didn't think I was capable of keeping up with my peers." Often he'd seek solace from a nurturing grandmother, Grace Stix.

Charles -- the middle of three boys -- couldn't read until fourth grade, and the kids were nasty to him at school. "Everyone called him Four Eyes," recalls his older brother, Jack, a retired U.S. Shoe Corp. executive. "Tommy and I would team up against Charles; we'd wait for our folks to go to sleep." Tom, a retired hosiery tycoon, says Charles "was sort of a nerd. . . . He was considered to be kind of slow."

Guggenheim recalls all this today, however, with a twinkle in his eye. Because, he says, without the childhood anguish and the exquisite sensitivities to which it gave rise, he might not be living such a blessed, fulfilling life. He might be doing something else entirely.

"I'd be selling furniture in Cincinnati," he says.

I sat down and wrote two notes, one to my grandmother, one to my fiancee: "Look, if you don't hear from me in the next six weeks or so, don't think nothing of it, because I'll be busy."

-- GI's voice in "D-Day"

Guggenheim in his early seventies is a cheerful, energetic man of astonishingly youthful appearance. Yet he's been around so long and done so much, his career seems to span whole eras. He produced "Fearless Fosdick" in New York in the early days of commercial television, opened the first public TV station in St. Louis in 1953, produced the first movie starring Steve McQueen ("I paid him $400 a week" for "The Great St. Louis Bank Robbery"), and also began a whole new career as a political documentarian and campaign media consultant when he went to work for Adlai Stevenson's 1956 presidential campaign.

That same year -- four decades ago! -- Guggenheim received his first Academy Award nomination (for a documentary on a St. Louis bond issue in which he went around filming how the city services "woke up" at dawn). As the years passed, he was able to intermingle the general documentary work he loved with the political work that paid the bills even as he served the liberal political heroes of the working class and the underdog.

At the same time, his dreams of making big Hollywood-style feature films persisted -- all his children still have that bug, he says, including another son, Jonathan, a scriptwriter in Los Angeles -- and in 1960 Guggenheim took his young family to Brazil, where he hoped to make "The Fisherman and His Soul," based on an Oscar Wilde story. It was a year-long nightmare of expense, disease and family disruption, and he soon returned to documentaries.

One night in Brazil, Guggenheim was walking home from a late shoot when he noticed, through a window, a documentary playing in the U.S. Information Agency office. He stopped to watch. "It was awful," he says. "It made me embarrassed to be an American." He wrote a letter to the agency, asking its officials how they could expect to impress the proud people of Brazil by lecturing down to them.

In Washington, George Stevens Jr. had just started running the USIA's motion picture division under agency director Edward R. Murrow and, as Stevens recalls now, "There were shock waves around the building; people said some moviemaker from St. Louis was saying he'd seen a film that made him ashamed to be an American. I was looking for real filmmakers, and I said, Find that guy.' "

One of the films Stevens assigned to Guggenheim became "Nine From Little Rock," which earned him his first Oscar. Later, Stevens sent Guggenheim to Bobby Kennedy when the attorney general was planning to run for the U.S. Senate from New York and needed a political film man. It was 1964, and Guggenheim continued working for Kennedy until his 1968 murder. Guggenheim then produced "Robert Kennedy Remembered" in six hectic weeks, receiving his second Oscar for it.

"It was a major turning point in the way I make films," Guggenheim recalls. "When you have to do something that quickly, something happens. I found I could successfully combine various periods of time in a person's life without following a strict chronology. It allows you to build on an idea in layered dimensions. It's much stronger to have four or five scenes around one idea than just one."

Thus in his current Oscar-nominated film, "The Shadow of Hate," Guggenheim says, he switches back and forth between scenes of politician David Duke and Minister Louis Farrakhan in order to build a message about "the universality of intolerance. It shows you the victim is being prejudiced as well. It shows that hate doesn't belong to anyone. It's in all of us."

Yet the film never says this directly. "Being a documentary filmmaker myself," Stevens says, "something I do in my work which I learned from Charles is -- he told me, In a documentary, you don't open a door for the audience. You gesture toward the door.' It's a tendency to understatement that allows an audience to be moved because it's their own idea to be moved."

Guggenheim was based in St. Louis, where he'd started his own small film company and, in 1957, married Marion Streett, who was from an old-line St. Louis family. In addition to his political work during the '60s and '70s (four presidential campaigns, including George McGovern's in 1972, and 135 other races before he grew disillusioned and quit), Guggenheim in 1967 produced the documentary he still considers his most perfect: "Monument to the Dream," which traces the construction of the Jefferson National Expansion Memorial Arch, a 660-foot stainless-steel edifice in the heart of St. Louis.

The film, like his later "The Making of Liberty" about the refurbishment of the Statue of Liberty, reveals his obsession with material and structural work -- and his even greater fascination with the lives and struggles and dreams of the workers. He almost seems to idolize these guys, reveling in their all-American "can-do" attitudes, their speech patterns, the way they work. You get close-ups of their chiseled faces, their hands at work -- just the way you do in "D-Day." "I used to go down on weekends with my family to show them the progress on the arch," Guggenheim recalls, "and the guys working there, they would bring their families down, too -- these guys who support their lives tightening bolts and pouring concrete. You could hear them talking, they wanted to show their families that they were part of something important, and I realized that the most important thing in people's lives is the dignity of work."

Later, in his films on racial hatred and the civil rights struggle, he would show those same kinds of everyday faces in the crowds who lynched blacks and a Jew, slaughtered Indians, mistreated Chinese workers, packed Japanese families into American concentration camps.

In one unforgettable scene in "The Shadow of Hate," a dead black man is shown hanging from a tree limb. He is surrounded by a white crowd, posing for the picture. In the crowd is a little girl in a pretty dress.

Guggenheim zooms in on her, full-face.

She has a shy smile.

"They were first-class, those 82nd Airborne. They were spot-on."

"And everybody saying, God bless, Yank. Give 'em hell!' "

"Look up at the church and the school. Look at the fields. Take it all in. You'll never see it again."

"And we liked each other, and really cared about each other. It's a wonderful counterforce to the terror of being alone in battle."

"Oh God, the guys that died that day -- all those beautiful, wonderful friends of mine."

-- Voices from "D-Day"

"D-Day Remembered" has an eerie, haunting, mournful quality that comes from the voices of the participants. Guggenheim interviewed scores of them, then reviewed more than 100 hours of tapes to pull out a few dozen key quotes for use in the film. Ultimately, he built the narration, then the black-and-white footage -- in fact, the entire film -- around these voices.

Strangely, when he "watches" it now with a reporter in a darkened room, his eyes are closed. He's listening.

Perhaps it's the affecting tone of the voices, along with the words themselves -- quotes complete with those gorgeous malapropisms that everyday people utter so regularly and with such searing genuineness as they struggle to express their spiritual truths -- that gave "D-Day" its huge emotional wallop, earning it an Academy Award nomination last year.

"I cried a lot doing that film," Guggenheim says. "There is some mystery in the spontaneous human voice that's hard for me to define, but when I hear it I know it. The tone of the voices carries a different kind of information -- information about human experience . . . these unbelievable insights about the human condition. You can't write it."

"His work is an art form," says David McCullough, the historian who narrated the film.

What's unusual about Guggenheim's technique is that you never actually see the faces behind the voices -- not the old faces of the speakers, anyway. You see the young faces of the men storming the beach. You hear the gunfire from the stock footage, and then over all that you hear the haunting voices. You feel a chill go down your spine.

"I'd been reacting rather strongly," Guggenheim explains, "against this pattern in documentary films of all these talking faces, which destroys the process of storytelling, especially when you're doing a film on something that happened in the past. This tiresome pattern has invaded public television, where these witnesses interrupt the story and tell you what you're seeing."

While Guggenheim has followed the "D-Day" pattern in many films -- the voices in "A Time for Justice" are also deeply moving -- he's departed from it in others. Lady Bird Johnson, in his film on her life, talks directly -- and delightfully -- into the camera. Southern writer Reynolds Price is shown reading from his books in "Clear Pictures," Guggenheim's 1995 study of his life and work. ("As nice and funny and ingratiating as he is," Price confides, "he's really absolutely sort of merciless.")

Historian Stephen E. Ambrose, who worked with Guggenheim on "D-Day Remembered," says that when they visited Normandy and "walked those beaches from morning to night for seven days . . . it was one of the most memorable weeks of my life. It was October. The wind was howling. He recorded everything I said, which I thought silly."

In the editing room, Guggenheim recalls, someone tried to take out the quote about generals on the beach having "no say, none what-some-ever," because it wasn't grammatical.

He shrugs.

"I cry when I hear that," he says.

Unlike the morning, the sea was welcoming, as if it were paying its respects to the men who had fallen, who out of a nation of millions had been selected, for reasons only known to fate, to represent us on the beach that day.

-- Narration written by Charles Guggenheim for "D-Day"

Though Guggenheim has lived here for three decades now -- and though his tennis partners in Florida this weekend include the likes of Motion Picture Association of America honcho Jack Valenti, former CIA chieftain Bill Webster, former Johnson White House counsel Harry McPherson and former Missouri representative Jim Symington -- he scarcely seems a typical Washington mogul.

"He's his own man, he carries his own aura around with him," Symington says. "He's welcome in all circles, but he doesn't depend on any of them. He can sort of take it or leave it, he's an artist."

Now, at the height of his creativity, Guggenheim seems to have emerged into a kind of clear light. And he's asking himself some new questions, turning old material over in his mind.

How did it happen, he wonders, that he survived World War II when most of his division was thrown into the Battle of the Bulge and perished while he lay sick in a military hospital in the States? ("I've been reading Ernie Pyle," he says of the famed war correspondent who elevated the common soldier to hero status. "I want to do a film on him.")

And going back earlier, to his childhood, Guggenheim wonders what happened to his Cincinnati contemporaries who were part of his parents' privileged world -- all those guys who went to Ivy League schools and whom he hated because they talked of literature and other matters he couldn't keep up with.

And what about his true childhood pals, the kids from the "other side of the tracks" whom he'd sneak away and play with, who lived in little walk-up apartments all crowded together with their families? (One guy, he remembers, "taught me how to make this diving device, and I realized he could do things. He could use his hands and make things!")

What about grandmother Grace, where did she come from that she could have loved him so despite his disability? ("She read a lot, she was very involved in politics and ideas," he marvels now. "She gave me complete acceptance and love, and I could talk with her more than with my parents about things that were important to me.")

So many memories: all those colleges that turned him down because he couldn't spell . . . the ag school he finally attended just to go somewhere, anywhere . . . his best friend there, turned out of a rooming house because he was Japanese American . . . the fraternities that wouldn't accept Jews . . . the little windmill . . .

The windmill?

Guggenheim tells the windmill story: "In Cincinnati when I was a child, young women would come into town to teach and they had to be put up somewhere, so my family had a teacher live with us. Her name was Ada Louise Carpenter and she was from North Dakota and I was in the first grade when she came. When I was in the third grade, she persuaded my parents to let her take me back to North Dakota for the summer so she could teach me to read.

"I went and lived with her family in Williston, North Dakota, during the Depression. It was 1932 or 1933, and it had a profound effect on me. Those memories are vivid: living with that family, which was relatively well off because they owned a hardware store in a nearby town, Epping, and they could eat. But people would come to the door asking for something to eat. I remember driving from Williston to Epping on those dirt roads -- dust everywhere.

"My room was full of dust. I remember prairie dogs and grasshoppers like clouds, and no rain at all. I remember riding in old trucks and seeing these farmers walking down the roads. I remember being in a restaurant in Epping and people coming in to ask for something to eat. No money passed hands -- things were traded, people would come in and buy a shirt with a ham.

"I went back there two years ago, just walked through it all again. The hardware store where I'd pretended to work' -- I remember when I was there as a child taking this model of a windmill, I used to play with it, and I put it in the window, and when I went back 55 years later, there it was. It was like Citizen Kane.'

"It was like Rosebud."

But there was something about it -- the essential feeling of . . . being there . . . on that beach. None of us . . . shall ever forget it.

-- Last GI voice in "D-Day"

Grace, wearing an "NYPD Blue" sweat shirt, sits at a video monitor in a darkened room. She's reviewing stock footage for the next big Guggenheim project, three hours on Truman.

Her father wanders in. "What's this, Gracie?" he asks.

"I'm just looking at an overview of the atomic bomb thing," she says.

He looks. "I don't know how you do it," he says, referring to the massive amount of footage she is combing through.

"There's some very stagy stuff of Oppenheimer -- in a hat!" she says. She lets it roll.

"This is Trinity footage," she adds after a while.

Her father bends closer. "This is incredible!" he says suddenly.

Frozen on the screen is a picture of one of the first atomic bombs, with workmen manhandling it into position.

"Here they are touching it!" he marvels. "They've got the destruction of the world in their hands, and they're dressed in their shorts. Somebody probably just asked for a ham sandwich." He chuckles. CAPTION: Charles Guggenheim today, far left, and in the early '60s. Two of his films were "Monument to the Dream," top, about the building of St. Louis's Jefferson National Expansion Memorial Arch, and Steve McQueen's first film, "The Great St. Louis Bank Robbery." CAPTION: Charles Guggenheom and daughter-producer Grace edit an upcoming documentary on Truman; some of his earlier works include, clockwise from top left, "The Making of Liberty," "D-Day Remembered," "The Great St. Louis Bank Robbery," with a young Steve McQueen, "A Time for Justice," and "Robert Kennedy Remembered."