Originally developed at CBS with Whitney Houston as Cinderella, the film will start shooting Monday as the keystone of ABC's "Wonderful World of Disney" film series. It will be one of the most expensive two-hour TV movies ever made and will air Nov. 2 to kick off sweeps month.

Houston has instead taken the role of fairy godmother. Cinderella will be played by Brandy Norwood, star of the UPN series "Moesha."

Also signed to star are Whoopi Goldberg as the Queen, a role played by Ginger Rogers in the 1965 CBS TV movie that starred Lesley Ann Warren. Jason Alexander takes the role of Lionel, a new character. Bernadette Peters plays the wicked stepmother while newcomer Paolo Montalban, plucked from the ensemble of Broadway's "The King & I," will play the prince. Veanne Cox, who got a Tony nomination for "Company," and Natalie Deselle, who co-starred in "B.A.P.S." tackle the wicked stepsisters.

It's the first time a black actress has played Cinderella in the Rodgers & Hammerstein version, and the producers and Houston made a concerted effort to cover numerous ethnicities to give the picture universal appeal.

Said Houston: "Our production, unlike all past TV musical extravaganzas, has a rainbow cast. Cinderella is about dreaming and I want my daughter and all children of every color and nationality to know that their dreams can also come true."

Executive producer Craig Zadan said Houston felt too old to play Cinderella. "We agreed she might play the godmother, and suggested Brandy. It turned out they were close friends and she called her right there and said, 'Hi, this is your fairy godmother.' Brandy was beside herself."

Houston's producing partner Debra Chase said the remedy made sense because "the years went by, she had a daughter, and her image changed. There has to be a naivete to Cinderella that's just not there when you're 30-something."

It didn't take Brandy long to commit: "I was so excited, I screamed," she said, recalling the phone call. "When she told me that she was the Fairy Godmother, I thought, oh my God, I finally get to work with Whitney. I feel very blessed and absolutely thrilled."

Three songs have been added to the original production, which starred Julie Andrews and aired in 1957 to an audience of 100 million. "The Sweetest Sounds," a Richard Rodgers tune, will be sung by Brandy and the prince; "There's Music in You," a Rodgers & Hammerstein tune, will be sung by Houston; and "Falling in Love With Love," a Rodgers & Hart song from the 1938 Broadway comedy "Boys From Syracuse," will be sung by Peters.

Robert Freedman wrote the new adaptation of the original Oscar Hammerstein book.