NEW YORK - You can see the Empire State Building from the Atlantic City boardwalk.

At least you can from the 300-foot section that in recent months has grown in Brooklyn's Greenpoint section to provide a 1920s backdrop for HBO's upcoming "Boardwalk Empire."

The show, whose pilot was directed by Martin Scorsese and won't premiere until sometime next year, was 10 days into a 12-day shoot for its second episode on Monday.

Down the boardwalk, "Empire" star Steve Buscemi, who stars as the high-living boss of Atlantic City, was filming a scene that has him leaving his hotel and encountering a couple in in a wicker push-chair.

The East River's around here somewhere, obscured perhaps by the giant screen that will at some point be used to digitally add the Atlantic Ocean, but even that won't be the sea view from the Garden State.

Instead, a piece of New Jersey history - Prohibition-era Atlantic City - is being re-created here because New York made HBO an offer it couldn't refuse.

"Early on, the first place we looked was actually Atlantic City," the show's creator, Terence Winter, said Monday during a visit arranged by HBO to show off its boardwalk to nowhere to reporters.

"For a time, we were considering Asbury Park. [In New York], we looked everywhere from Coney Island to Rockaway. We looked at Syracuse, Utica."

Part of the challenge, Winter said, was finding a place that hadn't razed too much of its history. Brooklyn, it turned out, "is a wealth of 1920s architecture."

And the price was right.

City and state incentives to lure production will result in a 35 percent tax rebate. In New Jersey, he said, the figure was 20 percent.

That 15 percent gap "makes a huge difference," he said.

So does location.

The new boardwalk, built in a parking lot that was zoned for a 35-story condo development that didn't get built, is convenient to Brooklyn's Steiner Studios, where most of the interiors will be filmed.

On "The Sopranos," where the Emmy-winning Winter worked as a producer and writer - he wrote the famous "Pine Barrens" episode, which was filmed, he said, "near West Point" - moving the cast and crew back and forth between its North Jersey location shoots and the Silvercup Studios in Queens was a frequent challenge.

Ultimately, "it actually made the most sense for us to build this set and then shoot the whole show within the city of New York," he said.

And in fairness, location's hardly the only liberty Winter and Scorsese - who'll remain as one of the show's executive producers - expect to be taking in "Boardwalk Empire."

Loosely based on the Nelson Johnson book of the same name, it focuses on the beginning of Prohibition.

Buscemi plays Nucky Thompson, a character based on longtime Atlantic City political boss Enoch "Nucky" Johnson. Dabney Coleman is Commodore Louis Kaestner, whose historical counterpart was named Kuehnle. Other members of the cast include Kelly Macdonald ("No County for Old Men"), Gretchen Mol ("Life on Mars"), and Michael Kenneth Williams ("The Wire").

"The book was a jumping-off point," Winter said. "Our character, Nucky Thompson, is based on Nucky. I mean, he's Nucky, but he's not Nucky."

That's partly because Winter was a fan of HBO's "Deadwood," which mixed real and fictional characters in its chronicle of the mining town's early years.

"I started to Google the characters, and then I was ahead of the show. And I'd say, 'Oh, wow. Well, Al Swearengen doesn't die until 1897,' so it took out all the jeopardy for me," he said.

There'll be real people depicted in "Empire" - Al Capone and "Lucky" Luciano among them - but "I can't have everybody be real, because then everybody is going to know what happened . . . So theoretically our Nucky - anything can happen."

The sense that anything can happen permeates the boardwalk, which production designer Bob Shaw said is 15 feet narrower than the real thing. "The wider we got, the smaller our buildings would look."

The storefronts, too, are a mix of fact and fiction. One rooted in fact: an attraction where visitors once paid 25 cents to see premature babies in incubators.

Scorsese's pilot, filmed in July, begins in January 1920, on the first day of Prohibition, and the season will take the story into November of the same year.

Which means "Boardwalk Empire" filmed the winter in July and will be shooting the summer in a New York winter.

"It's not so bad now," Winter said. "The bigger challenge will be having people in summer clothes acting like they're not freezing."

Weather or not, they'll be out there.

"We'll probably be out on our boardwalk at least once every episode," he said. "It literally was the nerve center of [Nucky's] universe . . . He lived at the Ritz-Carlton hotel, the boardwalk's right outside. It's like our Broadway." *

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