LOS ANGELES -- When Debbie Allen was made producer-director of "A Different World," she was given a tough order: Take the No. 2-rated show on television and make it better. "And it didn't just need a facelift," said Allen. "It needed some real internal restructuring." The show, a spinoff of "The Cosby Show," airs on NBC Thursday night following "Cosby," the most heavily watched series on television. "World" had always fared well in the ratings, but critics hated it. "Basically, I was coming in to fix the No. 2 show on television," said Allen. "What does that mean? If it's No. 2, why does it need to be fixed? Because there were a lot of unhappy people on the program. And the content of the show was not something that Carsey-Werner Productions or Bill Cosby would be proud of two, three, five years down the line." And there was the problem of Lisa Bonet, the program's star, who was unhappy and destined to leave the show. "She became a scapegoat on the set and in the press," said Allen. Into this cauldron of unhappiness and angst plunged Allen, the actress-dancer from Houston by way of Howard University (cum laude) who won television fame on, well, "Fame." Allen will return to work on the upcoming third season of "A Different World." In the meantime, she's also working to complete "Polly!," an NBC movie tentatively slated for November. She is the show's director and choreographer. When Allen joined "A Different World," the show, of course, was not a total disaster. Bonet, who had played a Cosby daughter, was the show's focal point as she enrolled at the fictitious Hillman College, "A Different World" for a youngster leaving the nest. Allen acknowledged that a lot of viewers tuned into the show simply because it followed "Cosby." "But they stayed tuned in because ... it was fresh, it was set at a black college, and there were these interesting characters -- Dwayne, Whitley. It was the first time we've had such characters on TV ... The college arena is rich. The subject matter and the topics of discussions could be so volatile and exciting and explosive. But they were not. They were not dynamic, there were very few scripts that appealed to the level of intelligence of somebody going to college. "So, having gone to Howard, having lived that experience, and certainly having the experience of working on 'Fame' for six years and being vocal in solving any number of problems there -- keeping that family thing going -- I was a prime candidate to come into the show ... I like a challenge. It's that Howard spirit." Allen's first move was to meet with each member of the cast. Bonet, it turned out, wasn't the only unhappy camper. "I realized I had a serious morale problem on my hands, No. 1," said Allen. "And then there was the actual content of the show." Those two elements, she said, "are really tied at the hip. There were people there who were not allowing the actors to collaborate or participate on the simplest basis. As a director or an actor, there's no one vision of anything." Bonet was "very responsive" to her, Allen said. "I wanted to help her make that turnaround to the public." Bonet had done some very un-Cosby-kid-like things, such as starring in the nearly-X-rated "Angel Heart." Ultimately, Bonet married, became pregnant and left the show shortly after the season began. In her absence, other attractive characters evolved. There's Dwayne Wayne, played by Kadeem Hardison, who made round, flip-up sunglasses a fashion statement. And there's Whitley Gilbert, something of a black Scarlett O'Hara, played by Jasmine Guy. Allen reviewed tapes of the show's first season with the cast members. "It's almost like being a coach," said Allen, who is married to former pro basketball player Norm Nixon. "You look at tapes with the actors, and they see where they lost the game ... You ask them, what is it about this scene that makes it look like you're reading cue cards?" With the cast rallied around her, Allen turned to story content. "We wanted the show to be topical, but still funny," she said. She spent time with the program's writers. She wanted the show to be more adult -- young adult, that is -- rather than having the students come off like high schoolers. She wanted the audience to see them becoming politically, socially, economically and sexually more mature. "That's what happened to me at Howard," she said. "I grew up there and recommitted myself to goals, to what I wanted to do." That philosophy led to probably the series' most memorable show, an episode dealing with date rape. When last season's Nielsen ratings were in, "A Different World" had slipped to third, with "Roseanne" squeezing in between the college kids and "Cosby." But even the show's detractors had to admit that Allen had made across-the-board improvements in the show. It's easy to understand how a cast, staff and crew would rally around Allen and break a leg to put on a better show for her. She radiates the energy of a nearly lifelong dancer. She has a ready smile and tends to draw people toward her, and yet projects the image of a demanding taskmaster. Arriving at a hotel here for an interview, she swept into the lobby, stopping to pose, arms-out and smiling, for a photographer lurking at the entrance. Over lunch, she occasionally punctuated sentences with a dancer's moves -- without leaving her chair. She emphasized her points by tugging at her listener's sleeve and spoke with the confidence success breeds. Behind her are a series of credits on stage and screens both large and small. She was nominated for Tonys for her performances in the revivals of "West Side Story" and "Sweet Charity," having cut her Broadway teeth years before in "Raisin in the Sun," "Ain't Misbehavin'" and "Purlie." Feature credits include "Ragtime" and "Jo Jo Dancer, Your Life Is Calling." On television, she has directed episodes of "Family Ties" and "The Bronx Zoo." But it was "Fame" that made her famous. She choreographed and directed the show, and starred in it as well, establishing herself as a star who could work behind the camera as well as in front of it. Now she's involved in two television shows, the "Different World" series and the "Polly!" film, to air as part of "The Magical World of Disney" series. Having resurrected "World," she has now set out to reshape Disney's 1960 "Pollyanna," which starred Hayley Mills. The "Polly!" production that was put in Allen's hands will feature a predominantly black cast, headed by Allen's sister, Phylicia Rashad, who plays Aunt Polly and Keshia Knight Pulliam in the role that won Mills a special Oscar for juvenile performance. Allen has also expanded into the recording business, celebrating the release of "Special Look" this summer. If all of this isn't enough, Allen has two children of tender years and a husband making a professional transition. Nixon, who played for the Los Angeles Clippers, has gone into real estate and financial consulting, and manages the musical side of Allen's career. They are raising daughter Vivien, who is 5, and son Norman Jr., 2. Amid all of this busy-ness, Allen was asked if she would be interested in directing a Disney remake, with an entirely different setting and cast. When she heard that "Polly!" was to be set in the '50s in a predominantly black town (rather than the 1960 version's New England) and that it would be done as a musical with lots of dancing, she tossed her director-choreographer's hat in the ring. The $4 million project is in its final stages, and after lunch, Allen headed back to work to supervise the final editing. And there's a meeting scheduled with Disney to discuss another possible movie. "Polly!" should come in some $60,000 under budget, she said. "I know that's why they want to talk about our future."