For Richard Zanuck, the famous 20th Century Fox logo represents more than just a movie studio. It also represents much of his life. 

He all but grew up on the lot of the company that was run by his father Darryl F Zanuck off-and-on for more than 35 years. 

So it isn't surprising the younger Zanuck became a movie producer himself. 

"I started selling papers on the 20th Century Fox lot when I was in the fifth grade," Zanuck said. "As long as I can remember I had a burning desire to make movies." 

Richard Zanuck contributed to many of the films spotlighted in a new documentary 20th Century Fox: The Blockbuster Years (1965-2000) airing next Tuesday (October 3) on TV's American Movie Classics. 

Some of Fox's biggest hits - The Sound of Music, Planet of the Apes, Butch Cassidy and the Sundance Kid, Patton and The French Connection - were made when he was production head of the studio. 

"We made some wonderful films, particularly in the days of my father," Zanuck said. "He was a great teacher." 

And Richard, obviously was a good learner. At age 24, he produced his first film, Compulsion, a black-and-white classic based on the 1924 Leopold-Leob murder case and starring Orson Welles. The studio had no problem with someone doing a film at such a young age. 

By then Zanuck was considered a veteran on the lot. He had worked at Fox every summer since childhood and had worked in just about every aspect of filmmaking - from the editorial department to the production crew. The one thing Fox was apprehensive about was Zanuck's desire to shoot the movie in black and white. 

"Wide screen and colour was all the vogue then, so it was not a popular decision," Zanuck said. "But I thought the subject matter would be much more effective in black and white. My father backed me all the way." 

In those days, Darryl Zanuck had enormous influence in Hollywood. 

He began his career in the silent era and worked at Warner Brothers until the early 1930s. He bid Warner goodbye in 1934 and formed his own company 20th Century Films. Not long after that it absorbed the bankrupt Fox Pictures, thus, launching 20th Century Fox. 

He left the studio in 1956, but when Fox's fortunes began to decline, the elder Zanuck returned to the company in 1962, assuming the position of chairman of the board. One of the first things he did was hire Richard as head of production. And the hits started coming. 

Richard left the studio in 1973 but remains extremely active as a independent film maker. His latest effort is a remake of the original Planet of the Apes. Zanuck, however, doesn't think the term "remake" applies here. 

"We're not remaking it; we are re-envisioning it. Mark Wahlberg is not playing Charlton Heston's character. He's playing a totally new created part in this upside down world of ape and human." 

Zanuck continues to use the same approach to picking a film project that was used by him and his father during those days at 20th Century Fox. 

"We'd go on gut reaction," Zanuck said. "We didn't do any market research. We had a very small production team. We didn't have all these development people they have today to cloud things up. Whatever stories or scripts we bought, we developed 99 per cent of them and made them into movies. I'd say 90 per cent of properties bought today never make it to the screen. 

"There are too many people involved in most film projects today. Unfortunately, the people in charge of studios are not showman. They're not picture people. You don't have a Barnum and Bailey type person leading a studio now. They're business people; just a different breed of person." 
KR

Actor Mark Wahlberg and Third Eye Blind singer Stephan Jenkins traded knuckle jabs while filming the upcoming heavy metal flick So You Wanna Be a Rock Star, but don't look for any grandiose, John Woo-style choreography.

Though the pair had some of The Matrix's fight scene experts coaching them, Jenkins told the New York Daily News that things got pretty pathetic. "Every fight that I'd been in in high school was just terrible," he explained. "One guy punches another guy, that guy punches back, and then they go into this death grip, and it ends up on the ground. It's awful and embarrassing. [Wahlberg and I] said, 'Let's have that fight!'"

So You Wanna Be a Rock Star was originally titled Metal God, but apparently former Judas Priest singer Rob Halford (who actually inspired the film's twisted tale) owns legal rights to the phrase "metal god." What a great pick-up line that must be.

In other behind-the-scenes relations, things aren't quite so lighthearted. Jenkins would not comment to the Daily News regarding rumors that he and his actress girlfriend, Charlize Theron, are on the skids. Theron's camp says they're fine, but burblings from beyond are pinning her to a sizzling elder in the acting community — one who also happens to be working on So You Wanna Be a Rock Star. Ziiiiip it!

Jenkins and Theron met in Hawaii in late 1997, when a vacationing Theron apparently went to check out a 3eb show. Jenkins was previously linked to heartbreaker Winona Ryder.

Theron will appear in the upcoming Will Smith-Matt Damon fable, The Legend of Bagger Vance

SYDNEY (Variety) - After sitting on the sidelines for the first week of the Olympics, the studios stepped back into the foreign box office ring last weekend, counter-punching with a slew of releases including ``Hollow Man'' in France and Belgium, ''What Lies Beneath'' in Mexico and ``Final Destination'' in Germany.

But there was a surprising result in Japan, where ``Disney's the Kid'' took pole position with $1.7 million in two days, effortlessly outgunning ``The Patriot's'' muted $992,000.

In this case the star power of Bruce Willis proved more potent than Mel Gibson's, although it appears Nippon audiences were not gripped by ``Patriot's'' subject as prerelease tracking wasn't strong for the Revolutionary War saga.

``Patriot's'' foreign total reached $87.8 million and its subpar opening in Japan, its last major market, means it has no chance of hitting $100 million.

Willis' family picture has demonstrated its playability overseas by collecting a pretty good $2.8 million through its fourth lap in Spain.

Paul Verhoeven's ``Hollow Man'' conjured up a muscular $2.5 million in five days in France and $338,000 in Belgium, plus $235,000 in Switzerland. Also boosted by top-ranking bows in Hungary and the Czech Republic, the invisible-man saga has minted $38.8 million overseas. Matching ``Gladiator's'' feat earlier this year, ``Man'' reigned in Spain for the fourth straight weekend, tallying $7.6 million.

Robert Zemeckis' ``What Lies Beneath'' turned in a thrilling $1.5 million in Mexico, Fox's third-largest premiere there behind ``X-Men'' and ``Star Wars: Episode I -- The Phantom Menace.'' The chiller also unearthed a spry $190,000 in Israel.

New Line's ``Final Destination'' commanded the top spot amid subdued trading in Germany with $1.8 million, and its foreign total moved up to $50.7 million -- within spitting distance of domestic's $53.3 million. ``Destination's'' top performances are the U.K's $15.5 million, Spain's $4.3 million and France's $4 million; Japan lies ahead.

Fox's ``Me, Myself & Irene'' laffed its way to No. 1 in the U.K. with a moderate $1.8 million; its foreign total is a disappointing $41.2 million with only Germany and Japan remaining among major markets.

``Gone in Sixty Seconds'' ascended to $117.2 million and isn't far away from overtaking ``Con Air's'' $122 million overseas total. The Nicolas Cage car-heist caper has fetched a superb $11 million after its third lap in Japan (off 30%) and a solid $2.5 million in 10 days in Italy (falling 40%).

``The Cell'' landed in Italy with $880,000, not stupendous but enough to rank No. 1, and spirited away a so-so $1.6 million in 10 days in the U.K.

``Road Trip'' motored into Italy with a sluggish $402,000 and the Netherlands at $193,000, but in Germany socked away $10.6 million after its fifth outing.

``Nutty Professor II: The Klumps'' waddled into Germany with a blah $768,000, was fair in Israel and Norway, and went hungry in Taiwan; the Eddie Murphy starrer fared relatively better in Spain, notching $642,000.

``Space Cowboys'' didn't fly high in the U.K., mustering a mediocre $777,000 (only the third-best entry there for a Clint Eastwood picture), but it's resonating more effectively in Spain, ringing up $1.2 million in 10 days (slipping 17%).

The Coen brothers' ``O Brother, Where Art Thou?'' eased by just 19% in the U.K., whistling up a pleasing $1.9 million in 10 days, and raked in a fine $4.7 million after its fourth stanza in France (down 23%).

``Mission: Impossible 2'' peaked at $305.6 million overseas, ''The Perfect Storm'' topped $130 million and ``Big Momma's House'' hit $48.4 million.

Third Eye Blind singer Stephen Jenkins is saying nada about reports that he and his girlfriend, Charlize Theron, have been fussing and fighting. (Her rep vouches that the couple couldn't be happier.) But Jenkins doesn't mind talking about how he traded punches with Mark Wahlberg.

Jenkins and Wahlberg had some of Hollywood's top stunt experts from "The Matrix" prepping them for a slug scene in their forthcoming rock movie "You Want to Be a Star?" (formerly titled "Metal God"). But just when the cameras were ready to roll, Jenkins remembered how sloppy real scrapping can be.

"Every fight that I'd been in in high school was just terrible," he tells us. "One guy punches another guy, that guy punches back, and then they go into this death grip, and it ends up on the ground. It's awful and embarrassing. We said, 'Let's have that fight!'"

As for violence on CDs, Jenkins thinks music execs cut more slack for rappers than rockers. Rappers "can get up and say, 'I shot the m-----f------ in the face,' and that's totally acceptable," asserts Jenkins. "Once you get a white kid saying it, the powers that be get very upset."

Still, Jenkins doesn't think Eminem's "comic violence" is as bad as Britney Spears' come-on. The pop tart tantalizes girls with "a stripper's" allure, says Jenkins. "They can't wait to get fake [breasts]. They're trying to skip childhood. ... You don't have to watch out for your kid playing with a toy gun. You have to watch out for your daughter playing with lipstick."

Jenkins will bring his own brand of music to GQ Magazine's Men of the Year awards at the Beacon on Oct. 26. The show, to be broadcast on Fox, will also feature entertainment from Dennis Miller, Enrique Iglesias, Destiny's Child and 98 Degrees. 

ELLEN BURSTYN was one of filmdom's dominating actresses from 1970, when she burst on the scene in "The Last Picture Show," through 1980's "Resurrection." In between, she snapped up an Oscar for "Alice Doesn't Live Here Anymore."

Over the past 20 years, Burstyn has worked often, often with marvelous results; she's never fallen off the radar, though Hollywood's demands for younger stars affected her, as it does every woman of maturity. But now, in year 2000, Miss Burstyn is delivering a quadruple punch. A splendidly diverse cornucopia of Ellen!

She is currently on screen in 1973's "The Exorcist," the groundbreaking demonic possession thriller, back with 11 extra minutes and digitally improved sound ... she'll star, along with Paul Sorvino, Kevin Dillon and Debi Mazar in CBS's hotly anticipated new hour-long drama series "That's Life" ... then there is Miramax's downbeat stunner, "The Yards," with Mark Wahlberg, Joaquin Phoenix and Charlize Theron ... and then, Ellen, Jared Leto, Jennifer Connelly and Marlon Wayans star in director Darren Aronofsky's shocking and disturbing "Requiem for a Dream."

Miss Burstyn, dressed in autumnal shades of burnt orange and reddish brown, complimenting her russet hair, cheerfully says, "Yeah, this one really rattles the cage, doesn't it?" I'll say! The film, which can perhaps only be appreciated as a horrifying allegory, details the concurrent addictions of a mother and son - he on heroin, she on diet pills (her fixation is to fit into a certain red dress for an appearance on TV.) But Burstyn says the movie "really deals with" various addictions ... to television ... drugs ... celebrity ... "it's about addiction as an escape from the pain we can't deal with."

"Requiem" is magnificently performed (and what a marvelous dramatic surprise is young Mr. Wayans!) but it is tough sledding. It's ugly. The last 20 minutes are simply hellish - Linda Blair's contortions in "The "Exorcist" are nothing compared to Ellen's agonies here. Aronofsky's camera is unsparing, innovative, brutal. Opening Oct. 6, this will be one of the most controversial films of the year. It will be loved or loathed.

"The Yards," in which she plays another anguished mother, presents Burstyn luminously; she she may even be up for two awards come Oscar time: leading actress for "Requiem," and a supporting nod for "The Yards."We shared our thoughts on Mark Wahlberg: "He is such a sensitive, sweet, deep, lovely young man - and a great actor. I enjoyed being his mom." (This one opens Oct. 20.) Burstyn's CBS series, now getting major buzz, debuts Sunday, before moving to its regular Saturday slot. The Tiffany Network shows confidence indeed, premiering "That's Life" in its valuable "Touched by an Angel" spot.

Ellen Burstyn, radiant proof of the old maxim: after the Middle Ages comes the Renaissance!

HOLLYWOOD -- Matt Damon and Mark Wahlberg are filling each other's dance cards.

When Damon started hedging about starring in Tim Burton's remake of Planet of the Apes, Wahlberg stepped in.

Apes has been plagued with delays, so it's unlikely Wahlberg will be able to fulfil his commitment to pal George Clooney, who cast him in the updated version of Ocean's Eleven, which is scheduled to begin filming early in 2001.

Damon is in negotiations to replace Wahlberg, joining Brad Pitt, Julia Roberts, Bruce Willis and brothers Owen and Luke Wilson.

Clooney is adamant he and director Steven Soderberg are not doing a remake of the Frank Sinatra classic.

"The only similar thing with our new Ted Griffin screenplay is that 11 guys pull a heist. Nobody is playing Frank Sinatra, Dean Martin or Sammy Davis," says Clooney.

"The original is not a great movie. It's not even a  good one. It's just that Frank and the guys were so charismatic they made it seem good."

Clooney is no longer attached to the Green Hornet project, which will feature Jet Li as Kato.

The role has been offered to Hugh Jackman, the Aussie who played Wolverine in X-Men.

Instead, Clooney is intent on starring in Michael Mann's Gates of Fire, about the Battle of Thermopylae, in which 300 Spartans kept tens of thousands of Persians at bay.

"It's a more exciting story than Gladiator and Gladiator was my favourite movie this year," says Clooney, who adds that "Bruce Willis is also dying to be in the movie. The script isn't completely ready yet." 

Hobnobbing with movie stars at the Toronto International Film Festival, we caught an occasional glimpse of their all-too-human side. Who would suspect, for instance, that hunky Joaquin Phoenix has stage fright?

When he failed to show up for a   post-screening discussion of his new movie, ``The Yards,'' director James Gray joked that his star wasn't shy about exposing his butt on film but was too inhibited to face a live audience. Phoenix finally appeared, but let co-star Mark Wahlberg -- who used to rap in front of 30,000 people -- do the talking.

Don't look for Phoenix to join Shy People Anonymous. ``I really have no interest in trying to get over my stage fright,'' he confided to us. ``I don't expect to go into politics or become a rock musician.''

He's content to make his mark as an actor. Besides ``The Yards,'' he'll soon be seen as a priest ministering to the Marquis de Sade in ``Quills,'' directed by San Francisco's own Philip Kaufman. ``Phil was averaging three hours' sleep during filming,'' Phoenix said. ``The rest of the time, he was coming up with ideas for the cast (including Geoffrey Rush, Kate Winslet and Michael Caine). Phil surprised me with something new every day.''

9\21\2000 - The Daily Independent Ridgecrest, CA
‘Apes’ series film to be shot in area by Mary Ash

Arthur said the working title of the film is “The Visitor,” and that it would be in the Planet of the Apes science fiction series..

Tim Burton, who has directed such films as “Edward Scissorhands,” and “The Nightmare Before Christmas,” will direct this upcoming project.

Boost for economy

Arthur said the filming project should bring in approximately $3.66 million to the local economy.

Twentieth Century Fox plans to hire approximately 300 to 400 extras. Reportedly, some of the extras will be used in a major battle scene. Most of the filming will be done in the Trona Pinnacles area, although some Ridgecrest buildings maybe used in the film, said Arthur.

Arthur also stated that approximately 40 technical people would scout the area next week.

Earlier this month several film company representatives met with Arthur about the upcoming project.

Filming for “The Visitor should start in January or February.

Overall, including the set production work, the project should take approximately 10 weeks to complete. Arthur said six other film projects are slated for the this area

The Toronto International Film Festival reminds me of what Red Skelton said at Harry Cohn’s overcrowded funeral: "Give the people what they want, and they’ll come." With film festivals, there’s one small difference. They come, in thundering droves, and decide if it’s what they wanted later.

The 25th anniversary of the world’s most popular and user-friendly film festival, which closed on Sept. 16, was a celebration of 25 years of celluloid passion at 24 frames per second. In 1976, when three Toronto film buffs with $250,000 and a dozen volunteers launched "the little festival that grew," nobody predicted such a shaky start would explode into the cinematic event of worldwide importance it has become today. This year, with 450 paid staff members, 1,000 volunteers and an $8 million budget, Toronto surpassed Cannes. Miraculously, with 329 movies shown in 10 days (including 178 world and North American premieres), everyone got a seat. And if that wasn’t enough, there were alternative mini-festivals throughout Toronto staging tributes to Akira Kurosawa, Leni Riefenstahl, Charlie Chaplin, Salvador Dalí and the complete Looney Tunes cartoons of Hollywood’s veteran animator, Tex Avery. For 10 days, nobody talked about the Gold Cup, the Olympics, the Dow Jones or the rising cost of heating oil. Everyone talked movies.

There are reasons Toronto is popular. It’s not a tacky beach resort but a sophisticated cosmopolitan city where people are serious about their movies; it’s New York without the attitude and dirt, Venice without garlic breath, Cannes without the body odor. Film nuts plan vacations around this festival. They spend months ordering advance tickets, then stand in line for hours to get in. Everyone is friendly, polite and helpful. Any time you see a jaywalker or a pusher, it’s a New Yorker. The press is treated with respect. In Cannes, every time you get into a film you deserve a medal for courage under fire. In Toronto, there are no Door Fascists. It’s more like a convention than a circus.

You see everyone you know. A Hollywood columnist, not a movie mogul, throws the hottest party in town (the annual George Christy luncheon is the invite everyone kills for), and he tests all the recipes himself. You find yourself balancing 10 pounds of press books under your arm at a coffee urn, and Willem Dafoe holds your cup while you pour. You dash in from the rain to buy an umbrella, and Farrah Fawcett is standing next to you trying on baseball caps. Norman Jewison gives everyone a free can of maple syrup from his own trees. At Sassafraz, a festival bar serving free martinis while you check your e-mails, the guy at the next computer is Ben Affleck. You rush from a Thailand entry about the world’s first transsexual volleyball team to a Texas barbecue for Richard Gere, and you know you’re not in Kansas anymore. I actually saw a movie in which a man gives mouth-to-mouth resuscitation to a chicken. Between the films and the press conferences, there was power chomping with Jeff Bridges, Alec Baldwin, Gwyneth Paltrow, Robert De Niro, Al Pacino, Sally Field, Kenneth Branagh, Robert Duvall, Laura Dern, Lynn Redgrave, Ellen Burstyn, Charlotte Rampling, Ang Lee, Stellan Skarsgård, Ed Harris, Minnie Driver. Let the air-kissing begin.

In this sleepless smorgasbord, I actually managed to see about four movies a day. An exhausting schedule of films from 50 countries–unparalleled for their variety, scope and high quality (the official program cost $30 and weighed more than a pound) and flawlessly projected in 18 clean, comfortable, state-of-the-art theaters–provided something for every taste. Joan Allen emerged as the most triumphant actor of the week with two powerful performances.

In When the Sky Falls, she gives a searingly honest portrayal (replete with impeccable Irish accent) of Veronica Guerin, the gutsy, prize-winning Irish journalist who was brutally murdered by Dublin’s drug lords in 1996 after her fearless crime reporting won her international fame. In The Contender, Rod Lurie’s unapologetically left-wing political broadside against the Republican Party, she plays the first female Senator in U.S. history to be appointed, midterm, as Vice President, only to become the victim of a shocking political ambush staged by a House Judiciary Committee investigation headed by a vicious Republican Congressman (brilliantly and creepily played by an unrecognizable Gary Oldman) with a self-righteous partisan agenda. Charged in a lascivious sex scandal based on an orgy when she was 19, the Senator refuses to confirm or deny the accusations as "beneath my dignity," plunging the Democratic administration and the entire country into a moral dilemma.

The Contender is a powder keg that I’m predicting will blow in this volatile election year. A brilliant screenplay by Mr. Lurie and solid performances by Jeff Bridges, Christian Slater, Mariel Hemingway, Sam Elliott, William Petersen and others make this a political thriller of nail-biting sincerity, but it is Joan of Arc Allen whose strength, intelligence and willingness to take risks really turns the film into the most important sniper’s look at American political corruption I’ve seen since All the President’s Men.

Another personal favorite is Billy Elliot, a charming British heart-tugger about the hardscrabble life and dreams of an unusually sensitive and spirited 11-year-old boy who, despite growing up in a bleak town of striking coal miners in the north of England, wants to be a ballet dancer. It’s beautifully photographed, sensitively directed and impeccably acted, starring a fresh-faced newcomer named Jamie Bell (with big ears and a smile that melts crowbars) and featuring Julie Walters as the battered, chain-smoking dance instructor who sees his potential. It’s the feature film debut of acclaimed British stage director Stephen Daldry, who dazzled Broadway with An Inspector Calls. And it’s a triumph.

So is Ang Lee’s eagerly awaited December release, Crouching Tiger, Hidden Dragon. After disastrously tackling the American Civil War in his last film (Ride with the Devil), the Taiwanese-born director has wisely returned to his Asian roots and the movie fantasies of his childhood for a lavish martial-arts extravaganza about the forces of good and evil in ancient China and the search for a magic sword. The film is guaranteed to please all ages. There are enough toys and whirling weapons in this fanciful tale of noble knights, romantic lady warriors, flying villains, desert tribes and balletic battles in the billowing branches of bamboo forests to make it the Star Wars of kung fu.

You Can Count on Me, written and directed by the much-admired playwright Kenneth Lonergan, is one of a number of thoughtful, well-acted films with a gratifying respect for narrative storytelling that premiered in Toronto. Mr. Lonergan’s film is about a brother and sister, orphaned as youngsters and estranged as adults, who are forced to re-examine their relationship as siblings when they each face an individual crisis. Laura Linney, Mark Ruffalo and Matthew Broderick give performances as accurate as a Rolex watch.

Even better is The Truth About Tully, a breathtaking independent film of sublime understatement that establishes Hilary Birmingham as a new director of exceptional naturalism and skill. Set in the cornfields of Nebraska, it’s based on a prize-winning O. Henry Award story by Tom McNeal about a serious, hard-working widowed farmer with two sons–a bored, restless, hell-raising stud named Tully and his earnest, shy, serious younger brother, Earl–whose strength, loyalty and affection for each other are severely tested when a terrible secret about their mother’s past suddenly threatens to destroy their farm and wreck their lives. Gorgeous cinematography, an uncommonly intelligent script and moment-to-moment work by three phenomenal actors who deserve to be major stars–Anson Mount as Tully, Glenn Fitzgerald as Earl and Julianne Nicholson as Ella, the freckled neighbor who teaches them how to love–add creative fuel to this lyrical American tone poem of hidden passions, subverted emotions and thrilling subtlety. The Truth About Tully is a work of irresistible homespun artistry reminiscent of Elia Kazan’s East of Eden.

Two fresh spins on the horror genre gave festival tongues plenty to wag about. Willem Dafoe, an offbeat actor who has always been drawn to exotic roles, gets a plum career assignment in Shadow of the Vampire. It’s a haunting and creepily tongue-in-cheek combination of movie lore and fright-flick innovation about the filming of F.W. Murnau’s silent classic Nosferatu that suggests the film’s shadowy star, the mysterious Max Schreck, was not an actor at all but a real Transylvanian vampire promised live blood in exchange for his curdling performance! John Malkovich, an actor I normally loathe, is quite funny as the absurdly pretentious German Expressionist director Murnau, but it is Dafoe who really steals the show as the blood-sucking fiend who turned Nosferatu into vampire history. With his face shrouded into an evil death mask and green fangs, pointed razor-sharp ears and bony fingers sprouting four-inch nails, it’s a role he really, er, sinks his teeth into.

Even scarier (and funnier) is a Canadian film called Ginger Snaps, from a spirited and uncannily original new director, John Fawcett, that quickly became the underground sensation of Toronto 2000. In this sick, twisted and often hilarious obsession, two morbid teenage sisters form a Goth-geek suicide pact to shock the A-list high school classmates who ostracize them. But before they can complete their mission, the older sister, Ginger, gets her period, attracts a strange animal lusting for blood and turns into a werewolf. While Ginger goes mental when the moon is full, her sister tries to keep her under control and find a cure for lycanthropy, and their dysfunctional mother (Mimi Rogers)–who has no clue what’s going on in her own house–keeps the fingers of one of Ginger’s victims in a Tupperware container in the fridge, thinking they’re part of the girls’ school science project. Sometimes you laugh out loud (with lines like, "How does a sexy werewolf hide her growing tailbone in gym class?"), other times it’s so gruesome and scary you have to hide your eyes, but Ginger Snaps is a work of daring imagination.

The most profoundly disturbing film in Toronto for me was Before Night Falls, the meticulous, slavishly detailed biography of the exiled Cuban writer Reinaldo Arenas, a homosexual who spent his life fighting for freedom of expression under Fidel Castro and endured unspeakable degradation, humiliating censorship, life-threatening tortures in prison and endless struggles for personal and artistic rights before he finally escaped to New York and died of a drug overdose while suffering from AIDS in Greenwich Village in 1990, at the age of 47. Directed by Julian Schnabel, with an inspired performance by the mesmerizing Javier Bardem and a distinguished cast of hundreds that includes Johnny Depp and Sean Penn, Before Night Falls is rapturous, intoxicating filmmaking that will make a blazing centerpiece at the forthcoming New York Film Festival. Don’t miss it.

For iron stomachs, there was Requiem for a Dream, a suicidally depressing adaptation of the book by Hubert Selby Jr., about desperate, hopeless losers in Brooklyn at the end of their ropes. Dreaming of landing on a TV game show, a fat, wasted and discarded old woman (Ellen Burstyn, of all people) gets hooked on diet pills and ends up in an asylum, while her son (Jared Leto) turns into a heroin addict and his girl (Jennifer Connelly) supports her own drug addictions by selling herself to a gang of maniacs who stage depraved sex orgies. Everybody acts all over the place, vomiting and shooting up and turning green, while director Darren Aronofsky piles on the fisheye lenses, grotesque angles and pretentious special effects. It’s hysterically paced, exaggerated and thoroughly unconvincing.

Almost as lurid, but slickly fascinating and with more substance, The Yards is a nasty tale of violence and corruption in the New York subway yards, with fierce and believable performances by Mark Wahlberg, Joaquin Phoenix, Charlize Theron, Faye Dunaway, Ellen Burstyn and James Caan, edgy camerawork and careful direction by James Gray (Little Odessa). More than just another action thriller, it’s also an explosive nail-biter about the internecine complexities of a family fueled on crime and the poor relative who must betray them all to save himself.

Military themes are as rare in a film festival as comedies, but Toronto unveiled two of the best I’ve seen in years. Freeing himself from his usual Hollywood shackles, Joel Schumacher came up with the best film of his career, a deeply affecting and relentlessly exciting low-budget work called Tigerland, about an eight-week combat-training program at an army barracks in Louisiana for grunts on their way to Vietnam. Strong characterizations, firm plotting and a group of unknown actors with star potential turn familiar territory (in the tradition of Robert Altman’s Streamers) into a minefield of unexpected surprises. Tigerland is a survival course in how to stay alive in Hell.

Men of Honor is a big, emotion-filled epic based on the life of Carl Brashear, the dirt-poor Kentucky sharecropper’s son who fought overwhelming odds to become the first black Navy Seal and, after losing his leg in battle, further distinguished himself by being the first Navy amputee to be restored to active duty. Cuba Gooding Jr. finally becomes a star of the highest rank in this galvanizing portrait in courage, and Robert De Niro is as good as it gets as the angry, prejudiced instructor determined to wreck his ambitions only to end up, years later, his most devoted champion. Men of Honor deserves to be one of the year’s most attention-getting Christmas blockbusters.

More about that later, as well as Robert Altman’s Dr. T and the Women, with Richard Gere graduating from charm school at last as a Dallas gynecologist driven over the wall by a world of gorgeous, dysfunctional Texas babes in a comedy that is more thoughtful than it sounds. There’ll also be more to come on Best in Show, a laugh-riot "dogumentary" from Christopher Guest that is 10 times funnier than his first film, Waiting for Guffman. This time he aims his satirical arrows at the fruits and nuts who populate dog shows. The canines in that one got a standing ovation in Toronto, along with a pig standing in line and a headless rooster represented by the William Morris Agency. Toronto is looking more like Cannes every day.

SYDNEY (Variety) - Movie theater owners griped about the paucity of product, most distributors sat on their hands and audiences around the world had little or no incentive to visit cinemas last weekend while the Olympic Games (news - web sites) filled their TV screens.

Among the few new releases that stirred audiences, ``Hollow Man'' mesmerized Mexico and the Philippines, ``What Lies Beneath'' was a crowd-pleaser in France and ``Gone in Sixty Seconds'' tore into Italy and Greece.

Winding down, ``Mission: Impossible 2's'' foreign total reached $302.4 million (the 15th blockbuster in history to cross $300 million overseas), boosted by China's $1.7 million.

``X-Men'' harvested $3.9 million from holdovers, its foreign total reached $91.7 million and it should cross $100 million in a week or so, with Japan, Italy and Spain still ahead.

Paul Verhoeven's ``Hollow Man'' grabbed $2.4 million in five days in Mexico; its three-day haul of $1.9 million was Columbia TriStar Intl.'s second-best opener ever in that market behind ``Godzilla,'' topping ``Men in Black.'' The invisible man took a muscular $476,000 in five days in the Philippines and all told minted $6.7 million overseas, elevating the foreign total to $28.3 million. Spain's $7 million through its third frame and Argentina's $1.4 million in its second are stand-outs.

The Robert Zemeckis-helmed ``What Lies Beneath'' raked in $2 million in five days in France, $156,000 in French-speaking Switzerland and $2.5 million after its second turn in Brazil, dropping just 25%.

``Gone in Sixty Seconds'' nabbed $1 million in three days in Italy (more than 80% up on star Nicolas Cage's ``Con Air'' and ``Face/Off'' in local currency) and $283,000 in Greece (Disney's second-best bow ever in that market, trailing ``Armageddon.'')

The Cage vehicle stole $5.9 million at the weekend, hoisting its foreign total to $110.2 million, and ruled again in Japan, where it has scored a lively $8.1 million in nine days (skidding by 32%).

In the U.K., ``Shaft'' clocked $1.2 million in three days, trailing the Brad Pitt starrer ``Snatch,'' which has pocketed a terrific $12.7 million through its third weekend, and ``Scary Movie,'' which plunged by 44%, collaring a still-impressive $7.8 million in 10 days.

``Scary's'' foreign total is $23.7 million from 13 markets, including Australia's smart $4.1 million in its third frame and Japan's indifferent $3.6 million in the same period.

Entering its first major market, New Line's ``The Cell'' mustered an insipid $815,000 in Blighty, where the Coen brothers' ``O Brother, Where Art Thou?'' whistled up an OK $816,000.

``U-571'' cruised into the top spot amid soft trading in Germany, notching $1.5 million, ahead of ``Road Trip,'' which has socked away a merry $9.4 million in its fourth. The submarine saga's foreign total is $23.4 million from 23 territories (excluding its second weekend tally in France, which wasn't available, but in Paris it plunged by 44%). The Matthew McConaughey/Bill Paxton headliner has collected a robust $5.9 million in nine days in Japan and ended its run with a buoyant $3.3 million in China, a dull $3.4 million in Oz and $4.1 million in the U.K.

``Space Cowboys'' rang up a fairly good $546,000 in Spain, Clint Eastwood's third-highest bow there after ``A Perfect World'' and ``Absolute Power.'' The gray-haired astronauts dipped by 25% in France for a solid $2.6 million in 12 days, and landed in Taiwan with a decent $204,000 in two days, marking Clint's second-best opening behind ``Perfect World.''

``The Perfect Storm'' levitated to $124 million, powered by Turkey's $359,000, Warner Bros.' fourth-biggest premiere in that market. The George Clooney starrer held strongly in its sophomore sessions in Belgium (tallying $750,000, off 13%) and the Netherlands ($790,000 thus far, down 16%).

The romantic comedy ``Keeping the Faith'' checked into Spain with a mediocre $400,000 and the U.K. with a blah $389,000; the foreign total is $17.3 million with Italy, France, Belgium and Japan to come.

``Me, Myself & Irene'' fetched a passable $257,000 in the Netherlands and a blah $93,000 in Sweden; its foreign total topped $37 million.

WASHINGTON, Sept. 18 /U.S. Newswire/ -- President Bill Clinton, who along with Hillary Clinton is a co-chair, will attend The Carousel of Hope, the world's premiere gala benefiting juvenile diabetes, set for Sat., Oct. 28, in Beverly Hills, Calif., at Merv Griffin's Beverly Hills Hilton. Former President Gerald Ford and Mrs. Ford are also scheduled to attend. Barbara and Marvin Davis host the event that benefits childhood diabetes.

Over 100 Hollywood stars, including Dustin Hoffman, Jennifer Lopez, Mark Wahlberg, Sylvester Stallone, Sir Sean Connery and Goldie Hawn, will also attend. Other Honorary Co-Chairmen include Vice-President and Mrs. Gore, President and Mrs. Gerald R. Ford and President and Mrs. Ronald Reagan. Latin singing sensation and Grammy Award winner Ricky Martin will headline the entertainment program and Jay Leno will once again be master of ceremonies. Singing sensations Charlotte Church and Toni Braxton also entertain.

Since its founding in 1978 by the Davises, the Carousel of Hope has raised $49.5 million to date on behalf of the Barbara Davis Center for Childhood Diabetes in Denver, Colo., where more than 3,000 youngsters receive specialized care for diabetes. The Los Angeles chapter of the Juvenile Diabetes Foundation and the American Diabetes Foundation will also benefit from the evening's fund raising.

This year's event will be the 14th Carousel of Hope, which in the past has featured such entertainers as Frank Sinatra, Whitney
Houston, Stevie Wonder, Celine Dion, Neil Diamond, Placido Domingo and Bette Midler.

Along with a spectacular silent auction, the evening's program will include a stellar musical performance by headliner Ricky
Martin and produced by veteran television impresario George Schlatter. Multiple Grammy Award winner David Foster will be the musical director and the musical program is headed by a committee chaired by recording industry legends Clive Davis, Quincy Jones, Peter Lopez and Angelo Medina.

Corporate sponsors for the October 28th event are Guess? Inc., Toys "R" Us, Joseph E. Seagram & Sons, Merv Griffin's Beverly Hilton, American Airlines and Sotheby's.

Each year, more than 160,000 Americans lose their lives to diabetes, but the Davises remain optimistic and determined. "We
have come a long way and have seen miraculous advances toward the cure and prevention since we began this united fight over 20 years ago," says Mrs. Davis. "With improved treatments, better insulins, thinner needles and more accurate testing to keep blood sugars stabilized, we are seeing the quality of life improved and extended for the over 3,000 children from across America who are cared for at our center in Denver."

‘BUILD: Muscular. SEX: Yum! SKILLS: Master of reinvention, Inspiration for male models and rappers who really want to act.

So goes the caption under Mark Wahlberg’s photo in the big, juicy October issue of Interview magazine, hitting newstands today. (The caption might have added that Mark really can act. His days as a poster boy seem to belong to another person altogether.)

This is the 100 Unstoppables issue, wherein everybody currently warm, hot or incendiary is profiled, photographed, feted and petted in print. Particularly noteworthy is the 20 Most Wanted list which gives nods to such as Jude Law (Wanted By All Types) ... Julianne Moore (Wanted By Everybody) ... Edward Norton (Wanted By Film Lovers) ... Tom and Nicole (Wanted By Billions) ... Charlize Theron (Wanted So Very Much!)

And somebody who’s gonna be wanted pronto is Interview’s cover man, Colin Farrell, the star of Joel Schumacher’s Tigerland, which is a tale of young soldiers on their way to Vietnam. Photographer Bruce Weber glorifies Colin and the rest of the all-male Tigerland cast, in 13 sizzling pages.

Later today I’ll sit with Colin and Mr. Schumacher. And later still, I’ll attend the NYC Tigerland premiere. I have been warned in advance about meeting Colin: You will lose your senses! No fear of that. I lost my senses when I agreed to write my memoirs. Everything after that is easy sailing. 

Actors may love to hog the spotlight, but even the biggest stars know you can't beat the buddy system.
Look at Hope and Crosby. Newman and Redford. Bogie and Bacall.

And now there's a new generation of stars who are teaming up on screen: Clooney and Wahlberg, Damon and Affleck, Willis and Jackson, Vaughn and Favreau.

"There's definitely a chemistry that comes across on screen when George and I work together," Mark Wahlberg told The Post, noting that he and George Clooney - who scored hits together with this summer's "Perfect Storm" and last year's "Three Kings" - have two new projects together.

Clooney produced Wahlberg's next film, "Metal God," a feature about the lead singer of a cover band due early next year, and the two actors are due to appear together as part of a heist gang in "Ocean's Eleven," Steven Soderbergh's remake of the Rat Pack classic, though Wahlberg's involvement is now in jeopardy due to a scheduling conflict.

Clooney and Wahlberg are not alone. This November, Bruce Willis and Samuel L. Jackson, a dynamic duo in "Die Hard With a Vengeance" and "Pulp Fiction," will co-star in "Unbreakable," a supernatural drama from M. Night Shyamalan, the writer-director of "The Sixth Sense."

And Vince Vaughn and Jon Favreau, who made names for themselves together with their big indie hit, "Swingers," will star next year as small-time hoods in the comedy "Made," written, directed and produced by Favreau.

"Whenever you work with someone you're close to, it's more of an emotional journey," Favreau says. "And the more time we spend apart, the more we appreciate our collaborations."

This type of camaraderie harks back to Hollywood's Golden Age, when it was common for actors to be part of a successful team.

Bob Hope and Bing Crosby made seven road movies over 22 years, beginning with "TRoad to Singapore" in 1940, while starring in their own films. (In a classic sequence in "Road to Bali," Hope razzed Crosby about the latter's Best Actor Oscar for "Going My Way.")

Jack Lemmon and Walter Matthau made more than 10 films together from 1966 until Matthau's death in July. Spencer Tracy and Katharine Hepburn brought their personal chemistry to the screen nine times, and Doris Day and Rock Hudson were America's sweethearts, in one way or another, for five years and three romantic comedies.

The movie industry, as much as audiences, seems to enjoy the magic that happens when actors transfer their friendship to film.

"Regardless of how badly the actors in question might want to work together again, audiences have to believe the chemistry," says Paul Dergarabedian, president of the box-office tracking firm Exhibitor Relations. "Filmmakers wouldn't keep teaming up these actors unless it was the best thing for the movie."

Writer-directors Joel and Ethan Coen have their regular repertory group, and in three films they've matched two radically different Johns - portly Goodman and beanpole-thin Turturro. In "Barton Fink" the two actors played oddball hotel mates. In "The Big Lebowski," they were bowling adversaries. And in this fall's "O Brother Where Art Thou?" the Coens match thick and thin again in a drama about a prison escape gone haywire.

Sam Elliott and Jeff Bridges, who were also in "The Big Lebowski," reteam for the thriller "The Contender," which opens Oct. 13.

Friends Philip Seymour Hoffman and John C. Reilly have formed a successful triumvirate with director P.T. Anderson, appearing in three of his films - "Hard Eight," "Boogie Nights" and "Magnolia." The two talented thespians also took their partnership to the stage earlier this year, appearing together and switching lead roles in "True West" on Broadway.

Some teams work so well on screen that they get even, well, closer off screen.

Tom Cruise and Nicole Kidman met while making the auto-racing flick "Days of Thunder" in 1990. Two years later, Hollywood's premier A-list couple played Irish immigrant lovebirds in Ron Howard's "Far and Away." And they spent nearly two years portraying a husband and wife for the late Stanley Kubrick's final film, "Eyes Wide Shut."

Now Cruise reportedly plans to produce an upcoming project starring Kidman called "Other Powers."

Kevin Smith's "Dogma" brought together Ben Affleck and Matt Damon for the first time since their Oscar-winning collaboration on "Good Will Hunting" in 1997. The duo, who first starred together in 1992's "School Ties," are now helping find new directors for HBO's upcoming "Project Greenlight" series, which they'll executive produce together.

Favreau wrote "Swingers" for himself and Vaughn to star in, and he can foresee them collaborating throughout their careers. "Vince and I share a certain sensibility," he says. "We're each other's biggest fan. I really like his sense of humor, and he likes mine."

Both have been featured in bigger projects - Vaughn played Norman Bates in 1998's "Psycho" remake and starred in "The Lost World: Jurassic Park" and this year's "The Cell." Favreau appeared in "Deep Impact" and this summer's football comedy, "The Replacements."

But for their reunion film, they worked for scale, making "Made" with a minuscule budget of $5 million.

"When we came back together, our successes apart gave us room for a bigger budget and for more creative freedom," Favreau says. "But we felt that it was important to make a successful small film so we could reconnect with our fans from 'Swingers' and reconnect with each other creatively.

"Perhaps one day we'll work on something with a bigger budget. But I will absolutely work with him again."

Vaughn - who affectionately refers to his friend and collaborator as "Favs" - says the two clicked right away after meeting on the set of the 1993 football drama, "Rudy."

"We became buddies because we had similar sensibilities," he says. "We made fun of each other, cut each other down, made each other laugh.

"If we both laugh at something, then it's funny, or if we both say we buy it, it's real. That's not to say it's true universally - just at least for our taste.

"We tried to work together for a long time after 'Swingers.' Favs wrote a sequel, which we've never tried to get made. It's better to do something in between. Maybe 15 years down the line we'll do a sequel."

For Wahlberg, teaming with Clooney has been about more than friendship - he believes their films profit from the like-minded attitude they bring to them.

"I suppose I consider George a mentor," he says. "We have the same approach. It's not about serving ourselves but serving the movie, in every aspect."

A perfect example of this occurred in this summer's sea-drama smash, "The Perfect Storm." The lead originally was to go to Mel Gibson, but when Gibson dropped out to take "The Patriot" and Nicolas Cage turned down the role, Clooney snagged it.

One of his first moves as a member of the cast was to recommended Wahlberg as a supporting player. Director Wolfgang Petersen agreed, and the two actors launched their first blockbuster together.

And like pals who know when to back off, Wahlberg says that when their work doesn't bring them together, he and Clooney give each other space.

"We've worked together so much that when we finish, we just get the hell away from each other," he says. "But we always pick up where we left off. We've always got each other's back."

Exhibitor Relations' Dergarabedian also warns against the potential for overkill on screen.

"If two actors were consistently paired together in different roles it might get a little weird," he says. "Audiences might start blurring the lines between the characters and the actors who play them."

WET T-SHIRT CONTEST?: Festival organizers can plan everything but the weather. As torrents of rain soaked the Yorkville crowd Thursday, a soggy cardboard box covering several men was seen moving along Bloor St., not far from the Cumberland Theatre.

It was a rather unremarkable sight, until The Yards star Mark Wahlberg emerged from the middle of the gaggle.

The cardboard covering was the only thing standing between Mr. Washboard Stomach and a wet T-shirt contest.

If you read my reviews with any regularity, you already know that I'm a big fan of unrefined, hard-hitting commercial films from the early 1970s. The Last Detail, The French Connection, Thunderbolt and Lightfoot, One Flew Over the Cuckoo's Nest, Badlands, Charley Varrick, Dog Day Afternoon, Dirty Harry, and scores of others, were tough-minded, well-acted, and looked like they were filmed on a budget of about $500,000 apiece. Camera cranes were never employed when a simple hand-held shot could do the job; you didn't get a lot of restless editing; and actors, far from being mere sexual barometers, were encouraged to deliver genuine emotion.

Needless to say, it was nice while it lasted. Nowadays, the simple act of a car pulling up to the curb is shot as if it's a chase scene from The Road Warrior... or, better yet, a dance scene from a Ricky Martin video. And actors are continually dressed and lit like they're posing for Vogue magazine, regardless of what's being conveyed by their dialogue. In recent years, Steven Soderbergh has been leading a much-needed return to more truthful, less hammy studio films. Both Out of Sight and Erin Brockovich are strikingly less than polished; yet they're showcases for powerful actors.

James Gray's The Yards isn't as assured as Soderbergh's recent films. No other director, with the exception of David O. Russell, is currently working at that high a level. But Gray has crafted a tense, moving affirmation that down-and-dirty crime movies are far preferable to their over-caffeinated siblings. Could it be that Erin Brockovich's impressive box office has cleared the way for filmmakers who are interested in something more than blowing their own horns?

Gray, who co-wrote The Yards' intermittently gripping screenplay with Matt Reeves, explores the darker side of New York City's subway yards, a place that's apparently crawling with shady characters and even shadier business tactics. You can see the influence of the 1970s all over this picture, from its dark, rough cinematography (by Harris Savides) down to the complex emotional bonds that tie its main characters together.

Mark Wahlberg, arguably the most underrated actor in the business, plays Leo Handler, a recently released ex-convict who's done hard time for stealing cars, and now wants nothing more than a straight life with a solid job. His mother, Val (Ellen Burstyn), has a bad heart, and Leo isn't looking to cause her more torment. Unfortunately, he's having a hard time finding work. His influential Uncle Frank (James Caan), whose business is repairing subway cars, has offered to send him to school to become a mechanic, but that'll take two years. Leo needs something now, not later. Eventually, Leo's childhood friend, Willie Gutierrez (Joaquin Phoenix), signs him on for a big-bucks job with his crew at the yards. Uncle Frank doesn't like this, and you quickly find out why.

Willie and his buddies are thugs, plain and simple. Their unofficial function is to secretly sneak into the yards and vandalize the trains. Then corrupt city officials (including Steve Lawrence—yes, that Steve Lawrence) hand lucrative repair contracts to Uncle Frank's company. Leo's beautiful cousin Erica (Charlize Theron) is in love with Willie, though she doesn't really know what he does for a living. She just figures that he's part of the family business. Though he badly needs the money, Leo isn't happy with his situation. He doesn't like lying to his mom, and the slightest mistake will land him back in prison before you can say "pissed-off parole officer."

Then, of course, he makes a mistake. His very first vandalizing session goes terribly wrong. Willie stabs a guard to death after an alarm is triggered, and Leo clubs an especially violent cop into a coma. When the cop recovers, he identifies only Leo. So now Leo, who was hoping to become a productive member of society, is wanted for murder and for beating a police officer half to death.

When Willie's crew tries to force Leo to sneak into the hospital and finish off the cop, he has to take it on the run. Soon, he's the subject of a city-wide manhunt, and cousin Willie is too dim-witted to help him out of the jam. At this point, things go from bad to worse, sometimes in the form of poorly conceived story-telling devices.

Everyone in the city is looking for Leo—he's all over the TV and his picture is in the papers—but he's capable of repeatedly visiting his Mom in her own home. Apparently, cops never keep an eye on the back door. Caan actually directed a little-known, criminally under-appreciated movie back in 1980 called Hide in Plain Sight; Leo seems to have taken the title to heart. Wahlberg and Theron share a couple of intense scenes during the manhunt, and Burstyn gets a decent role for the first time in years, but most of the good stuff comes in the first half of the picture. You can understand why Howard Shore cooked up a somber, too-intense score; he's trying to add dramatic weight that's not always present in the text.

The wrap-up, which seems inspired by Serpico's agonized whistle blowing, doesn't have the emotional depth that Gray is hoping for. It's also a little too easy to spot the various film-buff influences. Wahlberg, Phoenix, and Theron entering a sensually lit nightclub is lifted whole-cloth from a famous Robert DeNiro entrance in Mean Streets. A family gathering in Caan's lacquered dining room is infused with the exact browns and oranges that darken The Godfather. Ultimately, though, the sharply conceived moments outweigh the copycat miscues.

Wahlberg is an intense, quietly potent performer. There's an almost Zen-like calm to his best scenes; you can tell Leo is wrestling to contain his prison-bred survivalist instincts. And Phoenix has finally grown up. His inherent strangeness is now held in check by consistent acting chops and an overall sense of gravity. He and Wahlberg play off of each other like real pros.

Theron, on the other hand, is miscast. It's unfair to dock her a letter grade for being astonishingly beautiful, but you can't get over the fact that she looks like a supermodel who slipped on some jeans and infiltrated a working-class, outer-borough family. Still, she's a superb actress, and there's a shocking surprise involving her character that you'll never see coming.

The Yards is a solid, unassuming little movie that will hopefully generate enough bucks to convince the studios that they need to do it again. Now, if all those other directors will just calm down, we can start enjoying ourselves again.

There's an impressive weight, gravity, and visually operatic grandeur in this gritty study of a Queens family teetering on the edge of corruption that is threatening to consume it. It has knowing performances by James Caan, Joaquin Phoenix, and especially Mark Wahlberg as a taciturn young man just released from prison and determined not to get sent back. Nobody emits street credibility like Wahlberg, who gets the job done here with reticence and watchfulness. Caan projects an affecting weariness that seems cumulative - the total of many years of cutting corners and cutting deals in order to keep cashing in on his company's lucrative subway maintenance contracts. Phoenix matches them as Willie, a Hispanic striver who works for Caan and can't wait to get plugged into a high-stakes game still dominated by a white old-boy network, although mandated ethnic quotas are chipping away at it.

Caan's businessman, Frank, tries to steer Wahlberg's Leo, his nephew, into a machinist's job. But the lure of easy money pulls Leo to Willie's strong-arm branch of the business. Things begin unraveling on Leo's first night accompanying Willie's thugs to the subway train yards (the source of the film's title), where they hope to put a crimp in a rival's competitive position. Leo and Willie spend the rest of the film trying to outrun retribution, while Frank tries to fend it off via backroom deals with implicated pols. ''The Yards'' never musters the jolting payoff toward which it points (the payoff is more ashen). It also shortchanges its women characters. But its ambitious attempt to bring dramatic weight to the urban crime family saga is laudable and handsomely textured, even though only partially successful.

TORONTO -- Elbow-to-elbow, face-to-face, the crowd was jam-packed at the swanky Alliance Atlantis festival party at the ROM on Monday night.

Way more than 3,000 attended, by some estimations.

Had security sprung a leak? No, they were politely on the job that night. The problem was that close to 1,000 bogus tickets had been printed up and presumably sold to various party seekers who might or might not have known.

 This unfortunate situation is a back-handed compliment. The ROM party is always THE event. But now the folks at Alliance Atlantis will have to be a great deal more security-conscious next year. Forgers beware.

WAHLBERG WOWS 'EM: With a touch of class and total cool, Mark Wahlberg showed exactly how a real star behaves late Wednesday night. The former rap performer and now Hollywood leading man showed up at the Alliance Atlantis/Miramax dinner at the Pangaea restaurant for his filmfest movie The Yards.

Both on the way in and on the way out, he slowed his walk, talked to fans -- some of whom stood on the sidewalk gawking for the entire three-hour dinner -- signed a few autographs and treated people with respect. In return, the fans treated him with respect, never turning the encounter into a mob scene like the one that spooked Richard Gere Tuesday at the filmfest.

WISHING AND HOPING: At the premiere of his wildly acclaimed "Nurse Betty"- the movie that may finally put the talented Renee Zellweger over the top as a movie star - movie director Bill Condon revealed that 20th Century Fox has given him the green light to do a movie about Alfred Kinsey, whose famous report on bedroom behavior revolutionized American sexual mores. Condon, who also directed and wrote "Gods and Monsters" said: "I want it to be 'The Right Stuff' meets sex! I want Tom Hanks to play the lead, with the other, younger guys in the team to be Hugh Jackman and Mark Wahlberg. We're polishing the script now, to send it to them. The movie starts with Kinsey at 35, so we need an older actor, and if Hanks isn't available, I think we have a good chance with Harrison Ford."

23rd Mill Valley outing offers movies from Athol Fugard and David Mamet

JOHN BERRY'S "Boesman and Lena" and David Mamet's "State and Main" have been selected to open the Mill Valley Film Festival No. 23 on Oct. 6. Aside from its being born of two playwrights, the tag-team kickoff couldn't be more diametrical.

Berry, the blacklisted director who died late last year at 82, adapted the Athol Fugard play about a volatile South African couple, played by Danny Glover and Angela Bassett, evicted from their shantytown, trying to rebuild their lives without killing each other first. The sunnier "State," meanwhile, is Mamet's satire with a cast that includes William H. Macy, Philip Seymour Hoffman, Rebecca Pidgeon, Julia Stiles, Sarah Jessica Parker and Alec Baldwin. It's about a Hollywood film production that crashes on an unwitting Vermont town to wrap up an already over-budget shoot.

Charged in an altogether different sense is the fictional showdown between auteur F.W. Murnau and actor Max Schreck in "Shadow of the Vampire," which will close MVFF23. Dreamed up by Steven Katz and directed by E. Elias Merhige, "Vampire" restages the mythically fraught 1922 production of Murnau's Expressionist opus "Nosferatu" with John Malkovich's Murnau squaring off against Willem Dafoe's Schreck in the attempt to make the ultimate vampire movie - multipurpose fright for everyone should follow.

This year's roster is jacked up with heavy-duty high-interest flicks and embellished with potential finds. The tally, about 230 works, is up from last year's festival, but MVFF23 seems to be going after quality assurance anyway with a spate of titles geared to incite more argument and interest than in '99 - not the least of which is "The Contender." Ex-film critic Rod Lurie's political thriller sketches a vice presidential replacement in the form of a senator (Joan Allen) with a spotty sexual history. Jeff Bridges is the president, and Gary Oldman is a relentless committee chairman determined to crucify said senator. Forget whether the film is politically dangerous, is this even constitutional?

Not just legal, but necessary is the festival's decision to pay tribute to Allen, who'll be on hand for a post-"Contender" screening Q&A conducted by former L.A. Times film critic Sheila Benson. Also of note is the festival's newly dignified approach to how it treats its digital-video entries. No longer will they be marginalized in the DV ghetto. In a press conference held Tuesday at the Dolby Sound Laboratories, festival founder/director Mark Fishkin and program director Zoe Elton announced the 11-day event's more salient details. Elton admitted Mill Valley's shortcomings as haven for digital features and shorts, saying, "The union of film and tape . . . has forced the festival to rethink its strategies."

With that, the ante has been upped on the number and nature of DV works included, with the Lars von Trier-directed Bjork musical "Dancer in the Dark" leading the way. It sort of co-opens the festival, with the Mamet film and the Fugard adaptation, before landing at an artplex near you the next day. Von Trier's Dogma 95 plan for better realism through on-set lighting, etc., semipermeates several other areas in the video section, now called Vfest. The program includes a number of video entries, but doesn't prohibit them from being featured in the film program. For example: Anna Deavere Smith in her one-woman social essay "Twilight: Los Angeles," and "Requiem for a Dream," an adaptation of Hubert Selby Jr.'s addict novel by "Pi" director Darren Aronofsky, with Ellen Burstyn, Jared Leto, Marlon Wayans, Jennifer Connelley and an NC-17 rating. The film is also scheduled to open the New Movies Lab, which Aronofsky will spearhead.

Elsewhere: Jeff Goldblum plays an insurance salesman at a crossroads in Matthew Tabak's "Auggie Rose"; "About Adam" has Kate Hudson and Frances O'Connor as two of three Irish sisters smitten with the same man, who's hooked their brother. There's new Ken Loach ("Bread and Roses"), new Michael Apted ("Me and Isaac Newton"), new Robert Mugge ("Rhythm and Bayous: A Roadmap to Louisiana Music"), new Denys Arcand ("Stardom"), as well as Kenneth Lonergan's Sundance hit "You Can Count on Me" about a single mom (Laura Linney), her drifter brother (Mark Ruffalo) and their orphan status.

Alice Wang's "The Egg" features a hazard-prone gangster trying to import the girl he's kidnapped to San Francisco. Joaquin Phoenix, Mark Wahlberg and James Caan will try to out-intense each other in the Noo-Yawk-y bribery thriller "The Yards." Porn icon John Holmes will get his docu due in "WADD: The Life and Times of John C. Holmes," as will the hard-working South African group Ladysmith Black Mambazo in "On Tiptoe: The Music of . . ." And Vanessa Redgrave stars as a recluse given that crucial new lease on life from a 12-year-old in "A Rumor of Angels," the festival centerpiece - or the Hump Movie, screening in the middle of the festival, on its only Wednesday.

Each of the nine "Five @ Five" shorts programs takes its name from the Elvis Costello collection ("Every Day I Write the Book," "Welcome to the Working Week," etc.). Meanwhile, San Francisco-based Rob Nilsson (who'll premiere no fewer than three films this year) is paid tribute, as are talk-show king Dick Cavett, who has given the festival full access to his archival trove of interviews, and mishandled bombshell/author Carroll Baker.

Also kind of sexy is MVFF23's poster, a mock-Doisneau, starring a girl hot-and-heavy with her beau in a movie theater. She's transfixed by the screen midgrope, and the festival is hoping it's randy enough to force you to tell it to get a room, too.
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Mill Valley Film Festival No. 23 screens at the Sequoia Theater and the Rafael Film Center Oct. 5-15. For tickets call (415) 455-8005. Film and video tickets are available at BASS ticket outlets, including www.basstickets.com. For information, call (415) 383-5346 or visit www.mvff.com.

-- The Barbara and Marvin Davis annual star fest, ``Carousel of Hope,'' which benefits the fight against juvenile diabetes {ed. Oct 28 at Beverly Hilton), is more than a month off. Already, though, it has an acceptance list bigger than Oscar night. Among those expected: Charlize Theron, Mark Wahlberg, Sean Connery, Halle Berry, Goldie Hawn and Kurt Russell, Melanie Griffith and Antonio Banderas, Shirley MacLaine, Anjelica Huston, Kevin Spacey, Sela Ward, Dustin Hoffman, Angela Bassett, Hilary Swank. Bumps and grinds will be provided by guest performer Ricky Martin.

Helmer Steven Soderbergh ("Erin Brockovich") is in talks with James Cameron to write an adaptation with plans to direct an English-language remake of Andrei Tarkovsky's 1972 Russian sci-fi epic "Solaris," originally based on Stanislav Lem's novel of the same name. For Soderbergh, "Solaris" would have to come after his next directorial project, "Ocean's Eleven," the all-star remake for Warner Bros. slated to start in January. Matt Damon is circling for a role that was to be played by Mark Wahlberg, whose schedule with "Planet of the Apes" for 20th Century Fox and director Tim Burton conflicts with "Ocean's." Soderbergh recently wrapped production on "Traffic," the Michael Douglas starrer for USA Films and Initial Entertainment Group. "Solaris," which will be produced by Cameron through his Lightstorm Entertainment for 20th Century Fox, is the story of an astronaut who travels to a space station orbiting Solaris and soon discovers that the commander of an expedition studying Solaris has died under mysterious circumstances. 

NEW YORK (Variety) - The star-studded "Ocean's Eleven" lineup at Warner Bros. and Village Roadshow Pictures is on the verge of swelling, not only with the addition of Matt Damon, but also Ralph Fiennes, who is currently toplining "Coriolanus" and "Richard II" off Broadway at BAM Harvey Theater.

Those two are near deals to join George Clooney, Brad Pitt, Julia Roberts and Alan Arkin in the confirmed star roles for Steven Soderbergh, with other roles casting up quickly. Damon would replace Mark Wahlberg.

Several other roles are yet to be cast since it looks like neither Joel nor Ethan Coen will be able to step in to replace Owen and Luke Wilson, who will likely move aboard the Wes Anderson-directed "The Royal Tennenbaums" for Disney.

ATLANTA--(ENTERTAINMENT WIRE)--Sept. 11, 2000-- NBC To Have Second Premiere Window in Multi-Picture Deal Including The Perfect Storm

Warner Bros. Pictures' summer blockbuster The Perfect Storm will have its commercial television premiere on TBS Superstation as part of a five-picture licensing agreement between Turner Broadcasting System, Inc. (TBS, Inc.) and Warner Bros. Domestic Pay TV, Cable and Network Features, it was announced today. Additional titles acquired for TBS Superstation and Turner Network Television (TNT) include Space Cowboys, The Art of War, The Replacements and Bait. NBC has acquired rights for the second broadcast premiere windows of The Perfect Storm, Space Cowboys, The Art of War and The Replacements.

As part of the multi-year deal, with all titles premiering in 2003, TBS Superstation will premiere the studio's summer smash, The Perfect Storm, which tells the story of the fiercest, most powerful storm in modern history. The film, starring George Clooney, Mark Wahlberg and Diane Lane, has grossed over $280 million worldwide, to date. TNT will premiere Space Cowboys which teams Clint Eastwood, James Garner, Tommy Lee Jones and Donald Sutherland as four former test pilots called on to save the day for NASA. TNT will also premiere The Art of War starring Wesley Snipes as an undercover agent forced to resurface. TBS Superstation bows The Replacements, starring Keanu Reeves and Gene Hackman in a comedy set during the professional football players' strike. The Superstation will also premiere the just-released action comedy Bait, starring Jamie Foxx.

TNT and TBS Superstation have radically altered the theatrical-to-television distribution landscape and now possess what was the traditional broadcast network window to more than 200 top contemporary theatrical motion pictures, including: The Mummy, both Austin Powers pictures, L.A. Confidential, Payback, Wag The Dog, Pleasantville, Deep Blue Sea, The Mask of Zorro, A Perfect Murder, Rush Hour, Lost In Space and The Negotiator.

The strategy is paying big dividends for the two leading networks. TBS Superstation's August 6 world broadcast premiere of As Good As It Gets delivered more than 5.4 million households - the largest movie audience in basic cable history. The movie's 6.8 HH rating makes it basic cable's top movie of the year to date.

TBS Superstation is the TV Haven for the Regular Guy. Turner Broadcasting System, Inc.'s flagship entertainment network, the Superstation reaches 80.8 million households and is cable's most-watched network, a position it has held for 23 consecutive years. TBS Superstation offers high-profile original movies and series, blockbuster movies, popular series and sports, all reflecting the attitudes, tastes, values and beliefs of the Regular Guy and the people in his life. The Superstation's Web site is located at TBSsuperstation.com.

Turner Network Television, currently seen in 79.4 million homes, is Turner Broadcasting System, Inc.'s 24-hour, advertiser-supported service offering original motion pictures and miniseries; original series, non-fiction specials and live events; contemporary films from the world's largest film library, the combined Turner and Warner Bros. film libraries; exciting NBA and Wimbledon Tennis action; exclusive coverage of both the 2000 Winter and 2001 Summer Goodwill Games; and popular television series.

Turner Broadcasting System, Inc., a subsidiary of Time Warner Inc., is a major producer of news and entertainment products around the world and the leading provider of programming for the basic cable industry.

SYDNEY, Australia (Variety) - ``Hollow Man'' scared the living daylights out of audiences in Argentina, Hong Kong and Sweden during the weekend, while ``Scary Movie'' thrilled the U.K. and ``Nutty Professor II: The Klumps'' made merry in Mexico.

Paul Verhoeven's invisible man saga starring Kevin Bacon ruled in Argentina, grossing an estimated $464,000 from Thursday through Saturday, and in Hong Kong, with an estimated $433,000 in the same period.

The film fetched an estimated $260,000 on Friday through Saturday in Sweden; it was unclear from preliminary figures whether ``Hollow Man'' or local title ``Together'' (set in a Stockholm commune in the mid-1970s) took line honors.

The sci-fi thriller held pole position in Spain, despite falling by about 43 percent after a stellar debut, collecting an estimated $900,000 on Friday-Saturday, ahead of freshman ``Road Trip.''

``Scary Movie'' minted an estimated $2.5 million on 426 prints on Friday-Saturday in Britain, comfortably ahead of Guy Ritchie's crime caper ``Snatch,'' which caught an estimated $1.8 million in its sophomore session on 387 screens after a boisterous bow, easing by 25 percent.

Miramax's horror spoof was No. 1 for the second weekend in a row in Australia, ringing up an estimated $1 million in four days on 172 prints, bringing its 11-day territory total to $3 million.

Fox's comedy ``Big Momma's House'' landed Down Under in second place with an estimated $901,000 on 198 screens. The ''Nutty Professor'' sequel was top of the class in Mexico, scoring an estimated $450,000 in two days on 228.

In its first major-market engagement overseas, ``Coyote Ugly'' pulled an estimated $1 million on 500 screens in Germany (Thursday through Saturday with partial estimates for Sunday), placing third behind ``The X-Men,'' which fetched an estimated $1.8 million in its second lap after a potent premiere, and the resilient ``Road Trip's'' estimated $1.4 million in its third.

``Ugly'' took top spot in Austria, coining an estimated $192,000 on 60 screens in the same frame, ahead of ``X-Men'' and ``Road Trip.''

``The Perfect Storm'' raked in $212,000 in its first day on 56 prints in Belgium, which blew away the territory's opening-day scores of ``Gone in 60 Seconds,'' ``Face/Off'' and ``Con Air,'' according to Warner Bros. Intl.

After a solid start to its international mission in Italy, ``Space Cowboys'' ranked No. 1 in its first day in Paris, on par with the openings there of ``Absolute Power,'' ``In the Line of Fire'' and ``Contact.''

NEW YORK (Variety) - The race to sign stars to A-list projects that can be completed before anticipated summer Hollywood guild strikes has led to shuffling lineups for some of the hottest ensemble features.

The dazzling cast of the Steven Soderbergh-directed remake of ``Ocean's Eleven'' is on the verge of changing. While George Clooney, Brad Pitt and Julia Roberts seem solidly committed, Mark Wahlberg has been forced to back out of a lead role because of his commitment to star in the Tim Burton-directed remake of ``Planet of the Apes'' at Fox.

Warner Bros. is in talks with Matt Damon to take Wahlberg's role, and it's a real possibility if Damon isn't too busy with the starring role in the Doug Liman-directed adaptation of the Robert Ludlum novel ``The Bourne Identity''

Bruce Willis' participation in ``Ocean's Eleven'' also is looking shaky (Ewan McGregor has been offered the role), as is that of Luke and Owen Wilson. The Wilsons were expected to play brothers in the film, but Warner Bros. is now looking to sibling filmmaking team Joel and Ethan Coen to fill the roles.

But the Coens may be too busy on their latest film, the untitled ``Barber Project,'' starring Billy Bob Thornton and Frances McDormand, to make their feature starring debut.

The Wilson brothers would be thrilled to do ''Ocean's Eleven,'' but scheduling is problematic since they are being paged by their ``Bottle Rocket'' director Wes Anderson for ``The Royal Tenenbaums'' -- another ensemble piece with a highly regarded script, this one by Anderson and Owen Wilson.

Freshly greenlit by Disney, ``Tenenbaums'' has Gwyneth Paltrow, Ben Stiller, Gene Hackman, Danny Glover and the Wilsons all poised to participate. A Paltrow commitment could upset another star convergence in the screen version of Michael Cunningham's ``The Hours,'' which had been discussed as a possible vehicle for Paltrow, Meryl Streep and Nicole Kidman.

The need to finish production by next summer also has USA Films sounding taps for ``Flora Plum,'' the Jodie Foster-directed picture that was shelved when Russell Crowe injured his shoulder.

Sources said that USA is in talks with its insurers to settle up on pre-production costs for the film, though the studio said that no final decision has yet been made.

Crowe's injury was especially unfortunate because production of ``Flora Plum,'' a film without a commercial premise, was made possible as Crowe booked the film at a very low price before his star soared with ``Gladiator,'' which has moved his salary to the $15 million level.

Crowe is expected to next star in ``A Beautiful Mind'' with Ron Howard at the helm, and likely wouldn't be able to do the highly physical ''Flora Plum'' role for at least nine months, at which time Hollywood could be at a labor standstill.

The ''Flora Plum'' debacle is also problematic for Crowe's co-star Claire Danes, who took a semester hiatus from Yale to star in the passion project. It's unclear whether she will return to her coursework or book another film instead.

Legal Sea Foods top cod Roger Berkowitz will welcome the Andrea Gail back to her home port of Gloucester Sept. 24 with a fund-raiser on board the movie boat to benefit the children of the fishermen lost in ``The Perfect Storm.''

And don't be surprised if ``Perfect Storm'' star Mark Wahlberg makes the scene.

``He called and he's interested,'' said our shipboard spy. ``He's got to work out the scheduling.''

You may recall that Berkowitz bought the fishing boat Lady Grace that played the doomed Gloucester swordfishing ship Andrea Gail in the Warner Brothers' blockbuster ``The Perfect Storm.''

Berkowitz, who paid $145,000 for the boat, plans to use it for a ``living museum'' in Gloucester and will take it to New York, Washington, D.C., and Florida for similar fund-raisers. (The boat will be in Boston Tuesday docked outside of the Exchange Center.)

All the proceeds will benefit the Andrea Gail Children's Educational Trust, a scholarship program for the children of the six fishermen killed when the vessel Andrea sank and the children of Air National Guard pararescue worker Rick Smith, who died trying to save the crew.

Sail on.

     PARK CITY, Utah--James Caan still has the curls on his head, just not as many. His shoulders still look like they could have played in the NFL but are in need of spare parts. His eyes can still blaze with outrage, and his tongue is tart as ever, but he seems a gentler man, as if winded from the wars and ready to live in peace.
     He still talks football and baseball with a passion but has recently--one gathers, reluctantly--taken up golf. And, oh, yes, he is still making movies, but not for directors with names like Coppola, Pakula and Mann but for Christopher McQuarrie and James Gray. Sonny has gone indie.
     Alan J. Pakula is dead, Francis Ford Coppola is tending his vineyard, and Michael Mann only calls with roles Caan doesn't want. "Yeah, he talks a lot," Caan says about Mann. "I'd love to work with him again. We did 'Thief,' and then he forgot me. Then he calls and wanted me to play Mike Wallace in 'The Insider.' I said, 'I'm not [expletive] Rich Little, let somebody else play that.' "
     Here in the den of his new log-cabin modern home in the high-country suburbs of Utah, each time Caan lets slip what might be considered a rueful comment about Hollywood and its decline, he is quick to correct himself in the light of the big picture. "The state of the business is not really all that wonderful for guys my age or guys who really care," he says. "But I don't want to sound negative. I've been really fortunate and critics have been good to me."
     Twenty years ago, when he directed his first and only film, the low-budget "Hide in Plain Sight," about the witness protection program, some major critics gave him a surprising thumbs up. "And I had two strikes against me because I was Sonny Corleone, the [expletive] moron, doin' a picture," he says. MGM, though, fumbled the release, according to Caan. The memory still hurts enough that he says he would never direct again.
     But he doesn't want to sound negative. He turned 60 in March and is grateful for what he has, two young sons with his fourth wife, a new life in the smogless mountain air of Park City and a resuscitated career on view this fall in two movies, "The Yards" from Miramax and "The Way of the Gun" from Artisan. In both films, he has solid roles that reconnect him in earnest to the shadow world of crime in which he was so convincing as a young actor, beginning with Sonny Corleone in "The Godfather" and continuing through "Thief" into the '80s before he burned out. He returned to caricature those same gangsters more recently in films like "Honeymoon in Vegas" and "Mickey Blue Eyes." His 24-year-old son, Scott, who was a top high school baseball player at Beverly Hills High, is now an actor ("Varsity Blues," "Gone in 60 Seconds") and even as we speak is in Texas playing Cole Younger in a film about Jesse James.
     Yet life for James Caan is not as easy as it should have been by now. There is the problem of money. He has none. Or not enough. "In truth, I think I enjoy working more now than I have in a long time, but these independent films, you can't get paid. I mean, I have a huge nut. I've got ex-wives, my mom, my kids. I'm just basically hangin' on. I borrowed money from a good friend, which I have never done before, to buy this place."
     It's a good house but modest by the standards of movie kingdom Bel-Air from whence he came. In the driveway are a late-model Volvo station wagon, an SUV and a purple 1940 Ford pickup truck. In a hallway, a framed poster for the 1975 film "Rollerball," in which he starred as the champ of an ultra-violent sport set in the future, leans against the wall, waiting to be hung. In the room where we are seated, the wall holds a plaque announcing his Oscar nomination for "The Godfather"--his first and only nomination. On a table are three original Mickey Mantle baseball cards, mounted and laminated, from different years in the 1950s, when Caan was growing up in Queens, N.Y.
     Caan points through the window to a yellow barn that marks the end of his property. "I have 4.2 acres, so eventually if I get hired again I'll put some stables out there. It would be a nice riding place for the kids in the neighborhood." As Caan speaks on this afternoon, he is open and offhanded, sometimes wistful, but he is also in pain, from a variety of sports injuries that include the shoulder he ripped apart while trying to move a 300-pound lineman during some special coaching he provided in the use of martial arts techniques at Stanford eight years ago.
     "Feel this, they cut my deltoid four times," he says, pulling back his shirt to reveal the surgical damage." Suddenly he is aware of his body. "I've lost a lot of weight up here. . . . For some reason I'm not eating--stress. My arms have shrunk."
     Stress? In Utah? "The move. My life," he answers, quickly shifting emotional gears. "I'd like to get back to that studio system." He gets up to open a sliding glass door for Linda, his wife, and James, his 4-year-old son, and does so with difficulty, crouching as he makes his way across the carpet. "Can you get high on ibuprofen?" he asks. "I think I took 800 milligrams."
* * *
     Caan credits Rob Reiner's Castle Rock production company with rescuing him from the void after the self-described drug-addled lost years during which his name occasionally found its way from the show-biz columns to the police blotter. "Alan Horn, Rob Reiner, those guys at Castle Rock were really great to me," he says. Reiner cast him in "Misery" as the best-selling writer taken prisoner by Kathy Bates; then he played the shady, cigar-smoking gambler in Andrew Bergman's very funny "Honeymoon in Vegas."
     "But then when you come back, you hear all the stories about 'He's difficult,' this and that. The truth is, I've done 60 movies, I've never missed a day's work, ever. And out of 60 movies, there are two directors I disliked. That's a pretty good average." (He declines to give the names of the two in question.)
     Caan went out of his way to pursue the young writer-directors of "The Way of the Gun" and "The Yards" to land his latest roles. His authenticity appeals to young actors and directors, but his reputation can frighten them.
     "I was terrified to meet him," says McQuarrie, who won an Oscar for writing "The Usual Suspects" and wrote and directed "Gun," a kind of violent, ironic homage to "Butch Cassidy and the Sundance Kid" in which Caan plays a longtime fixer and bagman for a wealthy thug. "All the things you've heard about Jimmy Caan or not heard about Jimmy Caan."
     Before casting him, McQuarrie called Gray, who had finished shooting "The Yards," to ask what the experience had been like. He was reassured. "He turned out to be the most professional, most meticulous actor," McQuarrie says. "I thought, how can somebody who's been around that long still be that passionate?"
     Caan greeted McQuarrie by saying, 'You're a sick [expletive]," the director recalls Caan remarking half-jokingly on the film's unflinching plot involving two modern-day outlaws (Benicio Del Toro and Ryan Phillippe) who kidnap a nine-months pregnant surrogate mother and cart her off to Mexico to await a $15-million ransom.
     When Caan makes his entrance in "Gun," it's one of those memorable scenes where an actor's life and his art seem intertwined. He comes to a jail to spring the two young hoodlums and can't help but notice they don't take him seriously. He stands a little taller and tells them, "There's something you need to learn, kid. The only thing you can assume about a broken-down old man is that he's a survivor."
     "I like Chris McQuarrie a lot, I like my character," Caan says. "Except that he cut 13 pages out of a scene I was in with Benicio that explained a lot about who this guy was. I told him, 'Chris, that scene is why I wanted to do the film!' There's such scum in this picture, the only guy who has any kind of morals at all is this guy, Sarno, my character." Before he gets too worked up about this, though, Caan leans back, smiles and says, "But you know what? All actors think the movie is about them."
     Gray ("Little Odessa") had not thought about casting Caan in "The Yards," his autobiographical drama about political corruption in Queens involving the competition for contracts to service New York City subways. The film stars Mark Wahlberg as a luckless working-class kid who runs afoul of the law and tries to go straight by getting a job with Caan's train servicing company, only to discover the company itself is knee-deep in bribes and extortion. Gray's father was a comptroller for a company much like the one in the film.
     "I had written Frank based on a character my father worked with," Gray says. "Caan's agent got a copy of the script and called the director. He said, 'Would you please meet with Jimmy Caan?' My first thought was I hadn't seen him do anything in a long time. He was completely out of my consciousness. We had lunch at the Hotel Bel-Air and he said to me, 'You know Jimmy, I'm from Queens, I grew up not far from the yards," Gray recalls, doing a convincing impersonation of Caan's New Yawk accent. "He was right. He seemed to know that guy and who he was."
     It's the Brando role in the film. Frank is a minor don in Queens, and has come up from the streets to acquire a small fortune by doing what's necessary and expedient. But he never escapes his grimy beginnings and ultimately is in over his head. "He thinks he's a king, but he's a knave," says Caan. "He's just the king of this little kingdom. Everything he wore was makeup, even his family. It wasn't that he was such a bad guy. He was sad."
     "I told [Caan that] Frank is a man of rage and pretension," Gray says. "He's a man of passion. I said, 'That's what you are great at.' But I'm not sure he understands that. There's an explosiveness about him that's a rare quality in an actor. You might think it's easy but it's really hard to get anger right in a film. . . . Anger can often seem forced, over the top. But he can do it so well."
     Gray too had heard the stories. "I was a little worried. But he's great. I found him unbelievably warm and completely emotional. And the thing that you don't expect somehow is what a really serious nuts-and-bolts actor he is. He is the most orderly actor you can imagine: He comes to the set, unzips his briefcase, takes out his script and it's got markings all over it. He really goes to work."
* * *
     Men of a certain age will probably always remember Caan from party pictures in Playboy that cemented his image as a handsome, athletic actor surrounded by concupiscent Bunnies. In fact, he lived at the mansion for a year in the late '70s. "I used to kind of clean up and throw bums out, people who were taking advantage or were abusive to women," Caan recalls.
     "In the '70s it was the greatest club in the world, with the most beautiful girls in the world. I dated a lot of them. But the truth is, I had to leave because it became too easy. I thought, where am I going with my life?"
     He didn't go anywhere much in the '80s that he wants to revisit other than "Thief" (1981), in which he played an elite safecracker at odds with the head of a crime syndicate. He made a forgettable fantasy with Sally Field, "Kiss Me Goodbye," and the flawed drama "Gardens of Stone" with his old friend Coppola, but mainly a combination of cocaine abuse and professional ennui wiped him from the public screen.
     Peter Biskind, in his 1998 book "Easy Riders, Raging Bulls," lumps Caan with a peer group of '70s male stars including Jon Voight, Burt Reynolds, Ryan O'Neal, George Segal and Elliott Gould, whose careers all disappeared over a cliff in the '80s for various reasons.
     "I quit when I was on top," Caan says. Which is one way to look at it.
     He suffered the loss of his sister to leukemia, then discovered that his accountant had lost all his money. "And that was when I had what I thought was a lot of money, which was a lot of money. [He] pissed it all away, stealing and mismanagement. I go to sleep some nights, I want to kill him." When he says this he doesn't sound like Sonny exactly, but if you were his accountant you might not be measuring his voice for nuance.
     "I coached Little League, I coached my son. I just got into this whole thing of not doing anything unless you're passionate about it. And then I woke up one morning and I owed the government $247,000."
     He ducks out on the patio to smoke a cigarette, and when he returns, he eases himself down onto the couch and says, "This hurts so bad," feeling his back, which he injured during a round of golf this morning. Humble enough to compare himself to the fantasist Walter Mitty in describing his athletic hubris, Caan says, "To this day I don't accept my age. I compete with 20-year-olds on the basketball court and this and that, it's just the way I am."
     In 1971, when he was cast as the doomed Brian Piccolo in the made-for-television movie "Brian's Song," about Piccolo's friendship with fellow Chicago Bears rookie running back Gale Sayers, he not only welcomed the chance to work out with the real Bears but thought he might make the team. "In my sick brain I really thought I could get a contract! I was still young enough and they didn't have a running back worth a damn."
     The first time Dick Butkus hit him, he changed his mind.
     "I think he's a complete sensualist," says Gray. "He's brimming with life. He's a very vibrant guy. And I think I know now where the stories come from. He does not suffer fools gladly. If he thinks you're lost, he gets angry. He expects to play off the other actors, and if there's an actor who is not reactive enough, he gets very frustrated."
     Caan returns the compliment to Gray, calling him "as talented a director as I've ever worked with."
     "And the kids were just great, wonderful," he says, referring to Wahlberg, Joaquin Phoenix and Charlize Theron, who make up the central cast along with veterans Faye Dunaway and Ellen Burstyn.
     The sound of dinner being prepared wafts in from the kitchen. His youngest son, Jake, 2, toddles in and gives his father a hug. "There are times when I wonder, 'What am I doing here?' But other times when I watch the kids--that's the main reason we're here. When I leave the house, I can be wherever I need to be in L.A. in three hours, door to door."
     Linda comes in to collect Jake. She is petite, blond and considerably younger than Caan. They met 12 years ago, then encountered one another seven years later after she had been married and divorced and he divorced for the third time.
     "Actors are [expletive] nuts," Caan says, discussing what makes a movie star. He chooses Marlon Brando as Example A. "It's the unpredictability. That's what Brando had. The ability to surprise you with whatever he would do. From moment to moment you never knew. But it always made sense."
     He contrasts Brando with the familiar mannered styles of matinee idols of yore like Clark Gable and John Wayne, whom he describes as "personalities, not actors. Sure, I love to watch some of those guys," he says, "but it's a different thing what they do."
     His "Godfather" cast mate Robert Duvall remains his favorite actor of his generation. There are vague plans to do a two-character film with Duvall for Mark Rydell, who directed him way back when in "Cinderella Liberty."
     About Caan's prospects, Gray says, "The kind of movies being made today are very different than they were in the '70s, and you wonder what's going to happen to Jimmy and those other guys like him. They can be very picky and not work that much or work in things they don't really like."
     Of the two new pictures, "The Yards" seems most likely to attract the kind of critical attention Caan needs to get back in the game, even though it picked up a couple of negative trade reviews at Cannes in May. (The film is due out in mid-October; "Way of the Gun" opened Friday.) Other early reaction has been positive, but it remains to be seen whether Miramax Co-Chairman Harvey Weinstein will decide to promote the film the way he promoted "Shakespeare in Love" and "The Cider House Rules."
     Says Caan with a characteristic honesty all too rare in Hollywood, "It's a chancy movie because it's such a downer, man. It's a modern classical opera, a classical tragedy. Nobody wants to go see that."
     Not that he doesn't hope he's wrong. But if he's not, there's always sports. "My golf handicap? I have a bad back and I'm Jewish," he says, comfortable with the joke. "I just started playing. I finally looked at my birth certificate and I thought, it's time I played this game."
     He used to play tennis. Which brings up another story. "Tennis. I was fairly good. Until I hurt myself--another one of my ingenious moves. I went after somebody"--and here he smacks one hand into another. "I punched this guy in my stupid dope-filled days."
     He looks to be remembering something he would rather forget and then says, "How lucky I am to be sitting here."

* The main candidate: Charlie's Angels (Nov. 3)

* On the ticket: Drew Barrymore, Cameron Diaz, Lucy Liu, Bill Murray

* Party leader: Director McG, a veteran of music videos (which may excuse the moniker)

* Platform: Screen version of the hit '70s TV series, updated with a post-millennial attitude and plenty of explosions and fast-paced action. Three hot female detectives are hired by the mysterious Charlie to save a kidnapped billionaire.

* Background check: McG bonded with producer/star Barrymore over a love of John Hughes films and rock 'n' roll. ''We wanted to make a pop-a-wheelie kind of movie,'' McG says. ''It's got to be part Evel Knievel, part Rocky Balboa and part Chrissie Hynde.'' He tried to make a film with ''the most action, the most beauty, the most story, the most character, the most comedy.''

Angels will depart from the TV show by revealing more about the angels and reflecting attitudinal shifts. ''Society has come a long way as far as giving women a fair chance to do their thing,'' McG says. ''So we stayed away from some of the glass-ceiling moments you saw in the TV show. We wanted to promote the idea that you can be male or female, and you can reach for the stars.''

As for on-set tension, McG says it was ''the result of a passion over filmmaking. As we got more involved, people became more and more passionate about the film.'' He says the three stars are now ''like the best of friends having a picnic in the park.''

* Early polling results: Though rumors of major reshoots and rewrites dogged the production, this pricey remake (an estimated $90 million) aims to lure broad audiences by being campy and action-packed. It has stunts worthy of James Bond -- sky diving, sword fighting, bungee jumping, belly dancing and martial arts sequences. But will these bikini-clad babes be more than '70s kitsch?

Also on the ballot

* Bait (Sept. 15). A petty thief (Jamie Foxx) stumbles onto a tip about a gold heist and is sprung from prison by an FBI agent (David Morse), who uses him as bait to lure the big crooks out of hiding. Directed by Antoine Fuqua (The Replacement Killers). Early polling results: Comedy thrillers can be a winning hybrid, and Foxx proved himself as an actor with Any Given Sunday, though this film sounds like 48 HRS. meets Blue Streak.

* Digimon: The Movie (Oct. 6). While this film is like Pokémon in some respects -- it's based on an animated TV series, and it's imported from Japan -- it does have its own loyal following. The kids known as the DigiDestined hook up with the Digimon (digital monsters) to defend their planet from an evil Web Digimonster. Expect new monsters to be revealed and more background on the DigiDestined. Early polling results: Should be satisfying for fans but head-scratching for the uninitiated.

* Get Carter (Oct. 6). American remake of a 1971 British classic starring Michael Caine. Sylvester Stallone takes Caine's role as a revenge-seeking Vegas gangster who returns home for his brother's funeral and becomes convinced it was murder. Caine returns as a conniving bar owner. Early polling results: Caine has cachet, particularly after last year's The Cider House Rules, but Stallone's comeback efforts (Cop Land, Daylight) haven't worked too well.

* The Yards (Oct. 20). Social drama about an ex-con (Mark Wahlberg) trying to go straight with a job in the subway system. He gets pulled into shady entanglements and stumbles onto an elaborate maze of New York corruption. Joaquin Phoenix plays Wahlberg's angry cousin, James Caan is the owner of the company that fixes train cars, and Faye Dunaway is Caan's coldhearted wife. It's directed by James Gray (Little Odessa). Early polling results: The lead actors are hot, but the movie failed to excite at the Cannes Film Festival.

NEW YORK — The battle between popsters 'N Sync and trash-mouthed rapper Eminem went down to the wire at Thursday's MTV Video Music Awards. But the new McDonald's spokes-idols beat the Real Slim Shady by half a Moonman.

'N Sync, the Orlando-based quintet that had adolescent girls squealing as they entered Radio City Music Hall for the awards, won three awards for the clip for "Bye, Bye, Bye": best pop video, best choreography and viewer's choice.

Detroit's Eminem, whose real name is Marshall Mathers, took home the awards for best video and best male video, both for "The Real Slim Shady," and shared a third trophy, best rap video, with mentor Dr. Dre for "Forgot About Dre."

"I'm going to take this home and put it right between my Britney Spears and Christina Aguilera posters," Em said when he won the best video Moonman — as the awards are known — mentioning the two teen singers he has ridiculed in song.

Aguilera and Spears were shut out during the ceremony, which was hosted by Scary Movie stars Marlon and Shawn Wayans. But both singers performed sexy production numbers. Spears did an energetic striptease while seguing from her cover of "I Can't Get No Satisfaction" to her chart-topper "Oops ... I Did It Again."

Limp Bizkit's Fred Durst jumped on stage with Aguilera as she finished her set, adding an expletive-filled house-rocker to her "Come on Over Baby."

"The Real Slim Shady" marched in off the street with an army of more than 100 lookalikes. Eminem then rapped a second song, "The Way I Am," he said was addressed to his critics, saying, "I am whatever you say I am."

Near the end of the show, Aguilera and Spears introduced the night's surprise guest, Whitney Houston. The singer, who had recently dropped from view, entered warbling the title line from her worldwide smash "I Will Always Love You." She then was joined by husband Bobby Brown in presenting the best video of the year award, though Brown could be heard mumbling "I really don't care right now" when Houston asked him who he thought would win.

'I Hate Making Videos'

Macy Gray, whose "I Try" won the coveted best new artist in a video award, added a rather conflicted note to the proceedings.

"I hate making videos, but it's all good," said 29-year old Gray, sporting a burgundy red afro and lava lamp trousers. Red tresses were one of the more common fashion accessories at the VMA, with Christina Aguilera, Pink and Eve dyed with various shades of crimson.

Gray, who was the target of a spoofy skit featuring the Wayans brothers, was caught on camera making a rude hand gesture in the hosts' direction after the clip ran.

Shawn Fanning, the 20-year-old designer of filesharing software program Napster, was a presenter on the show. He wore a Metallica T-shirt, saying, "A friend of mine shared it with me." The camera cut to the band's Lars Ulrich, looking bored. Metallica has been one of the more vocal critics of Fanning's creation.

But Ulrich got equal time: He co-starred with Marlon Wayans in a mock PSA spot targeting Napster that aired during the show.

Censor Kept Busy

The Wayans brothers sprinkled their comments with not-ready-for-primetime language. The two had several profanities bleeped out of their opening monologue, which ended with Marlon mooning the audience.

The evening's first award presenter, Aerosmith's Steven Tyler, also had a lewd joke about an MTV personality partly censored. Actor Mark Wahlberg let loose with an expletive while introducing current chart-topping rap artist Nelly, who stepped in for last-minute no-show DMX. The MIA rapper pulled a similar stunt last year.

Neo-punk rockers Blink-182, whose show-ending performance featured a kickline of midgets, won best group video for "All the Small Things." Aaliyah took home the award for best female video, for "Try Again."

Sisqo's infectious "Thong Song" won for best hip-hop clip, while the Red Hot Chili Peppers, who received a career-achievement Video Vanguard award, also earned Moonmen for direction and art direction.

Unscripted Moment

The most memorable moment of the night also appeared to be the only unscripted one. As Limp Bizkit accepted the award for best rock video, a long-haired gatecrasher appeared sitting atop a stage prop about 10 feet above them. The audience chanted "jump, jump" before security guards pulled him down.

MTV's Carson Daly later identified him as Tim Commerford, the bassist for the rock band Rage Against the Machine. "This is New York, NYPD probably got two plungers in his *** right now," Marlon said in one of several cracks at Commerford's expense.

The hosts also encouraged audience members to wave glow sticks around as clips of has-been MTV stars such as Vanilla Ice and former VJ Jesse Camp were shown in a mockery of the Academy Awards "obit reel" of deceased celebrities.

Further proof that Survivor fever still plagues the nation: winner Richard Hatch presented an award with professional wrestler Chynna. Sean Kenniff also attended the VMAs, and Gervase Peterson covered the show for Access Hollywood.
— The Associated Press contributed to this report

NEW YORK, Sept. 6 /PRNewswire/ -- MTV will honor veteran alternative rock group with a Video Vanguard Award at the ``2000 MTV Video Music Awards,'' it was confirmed today by Van Toffler, President, MTV/MTV2. The Video Vanguard Award will be presented to the Red Hot Chili Peppers in recognition of their outstanding contribution to the music video medium. Comedian Chris Rock, devoted fan of the Red Hot Chili Peppers, will be on hand to bestow the Video Vanguard to the band. The Red Hot Chili Peppers will also be performing at the awards show. Hosted by Shawn and Marlon Wayans, the seventeenth annual ``MTV Video Music Awards'' will air live from Radio City Music Hall in New York City on Thursday, September 7th at 8PM (ET/Tape delayed PT).

It was also announced that Venus & Serena Williams, Mark Wahlberg, Gisele Bundchen, D'Angelo, Renee Zellweger, Toni Braxton, Jimmy Fallon, Wyclef Jean, and WWF's Chyna are scheduled to present. Previously announced presenters include Jennifer Lopez, Robert DeNiro, Fred Durst, Jakob Dylan, Macy Gray, Kate Hudson, Kid Rock, Lenny Kravitz, LL Cool J, Moby, Pink, Ben Stiller, Tenacious D, U2's Bono and Larry Mullen, 98 Degrees, Destiny's Child, Dr. Dre, Eve, ``Survivor'' winner Richard Hatch, Lil' Kim, Ricky Martin, Nelly, Chris Rock, Snoop Dogg, Sting, The Rock, and Metallica's Lars Ulrich. Performers include Janet Jackson, Rage Against the Machine, *NSYNC, Eminem, Red Hot Chili Peppers, DMX, Britney Spears, Blink 182, Sisqo, and Christina Aguilera.

The Red Hot Chili Peppers, formed in 1983, quickly became part of the punk-rock scene in Los Angeles, CA. Over the years, the RHCP have evolved into the four-member band that it is today -- Anthony Kiedis, John Frusciante, Flea, and Chad Smith. The band has been nominated for 18 Video Music Awards, winning three Video Music Awards in their impressive career. Their music video for ``Give It Away'' won awards for Breakthrough Video and Best Art Direction, while ``Under the Bridge'' won Viewer's Choice. Nominated for five awards, ``Californication,'' the single off their multi-platinum album of the same name, is currently #5 on Billboard's Modern Rock Tracks.

The ``2000 MTV Video Music Awards'' will be executive produced by Dave Sirulnick and Salli Frattini. Alex Coletti is the producer and Bruce Gowers is the director.

Sponsors of the 2000 MTV Video Music Awards are 1-800-CALL-ATT-FOR-COLLECT CALLS, Blockbuster, Levi, Strauss & Co, Motorola, Pepsi, Sega, Sony Electronics and Taco Bell.

MTV Networks, a unit of Viacom Inc. (NYSE: VIA - news, VIA.B - news), owns and operates five cable television programming services -- MTV: Music Television, MTV2, VH1, Nickelodeon/Nick at Nite, and TV Land -- all of which are trademarks of MTV Networks. Information about MTV and MTV2 is available on MTV Online, on America Online (Keyword: MTV) and the World Wide Web (http://mtv.com).

BURBANK, Calif.--(ENTERTAINMENT WIRE)--Sept. 5, 2000-- State-of-the-Art DVD Available at $24.98 SRP; VHS Priced to Buy at $22.99 SRP

This thrilling, real-life adventure will take audiences by storm on Nov. 14 when Warner Home Video releases ``The Perfect Storm'' day- and-date for sell-through on VHS and DVD.

A cinematic experience at its most exhilarating and terrifying, ``The Perfect Storm'' offers a breathless sense of being gripped by a force of nature beyond human control.

Based on the dramatic events that took place in the waters of the North Atlantic nearly nine years ago, Sebastian Junger's nonfiction account, ``The Perfect Storm,'' has been on the best-seller list for more than 100 weeks, boosted by the popularity of the theatrical release.

Employing ground-breaking visual effects to bring the storm-swept ocean to life, Industrial Light & Magic assembled its largest team of technical directors ever devoted to a non-science-fiction film.

The cast includes George Clooney (``ER,'' ``Three Kings,'' ``The Peacemaker''), Mark Wahlberg (``Boogie Nights,'' ``Three Kings''), Diane Lane (``My Dog Skip,'' ``A Walk on the Moon'') and Mary Elizabeth Mastrantonio (``The Color of Money,'' ``Scarface'') and teams with director Wolfgang Petersen, director of the extraordinary underwater thriller ``Das Boot'' and multiple-Academy Award-nominated box-office smash ``Air Force One.''

``Although this November is particularly rich with popular titles in the marketplace, we're thoroughly confident that `The Perfect Storm' will be a real standout,'' said Mark Horak, WHV senior vice president, marketing. ```The Perfect Storm' will be the No. 1 live sell-through title this holiday season.''

An astonishing, effects-packed disc, ``The Perfect Storm'' DVD is dual-layered with Dolby Digital 5.1 EX audio in wide-screen and full-screen formats and includes the following features:

Three feature-length audio commentaries, including director Petersen, author Junger and visual-effects supervisor Stefen Fangmeier; Behind-the-scenes documentaries ``HBO First Look: Making The Perfect Storm,'' ``Witnesses to the Storm'' and ``Creating an Emotion'' with composer James Horner; A conceptual art gallery with commentary by Petersen; Production stills set to John Mellencamp's ``Yours Forever,'' the ``Perfect Storm'' theme; and Storyboard galleries.

Additional enhanced features for DVD-ROM provide a more in-depth look at the production of this real-life thriller:

The original theatrical Web site with Web links to chat rooms;
A gallery of downloadable mini-documentaries on the film's special effects;
A theatrical trailer sampler;
Exclusive game for multiple players on the Internet;
Future virtual theater event with live filmmaker and cast chat.
``The Perfect Storm'' VHS and DVD release will be supported by a multimillion-dollar national advertising campaign involving network and cable television including ESPN, Discovery Channel and USA Network, and extensive national print such as TV Guide, Entertainment Weekly and People, as well as national radio and major entertainment Web-site schedules.

MasterCard, America Online, Entertaindom.com, Club Med and Act II Popcorn will provide additional advertising support with in-pack consumer promotions.

MasterCard will provide a free movie poster (by mail) to consumers who use their MasterCard to purchase ``The Perfect Storm'' on VHS or DVD. America Online will offer 500 free Internet hours through a special insert available in every VHS and DVD of ``The Perfect Storm.'' Club Med will offer a rebate, inserted in every VHS and DVD, up to $75 toward a Club Med vacation package. ACT II Popcorn will include a $1 rebate coupon with every VHS and DVD purchase. The combined advertising is expected to generate more than 1 billion consumer impressions.

With operations in 78 international territories -- more than the video division of any other studio -- Warner Home Video commands the largest distribution infrastructure in the global video marketplace.

WHV'S film library is the largest of any studio, offering top-quality new and vintage titles from the repertoires of Warner Bros. Pictures, Turner Home Entertainment, Castle Rock Entertainment, HBO Home Video and New Line Home Video.

Title:                              "The Perfect Storm" VHS
Street date                     Nov. 14, 2000
Preorder date                Oct. 10, 2000
VHS merchandiser preorder date  Oct. 3, 2000
VHS rental kit               Oct. 3, 2000
VHS SRP                     $22.99 ($14.95 MAP)
VHS catalog                 18584
Running time                 130 minutes
Rating                           PG-13

Title:                         "The Perfect Storm" DVD
Street date                Nov. 14, 2000
Preorder date           Oct. 10, 2000
DVD merchandiser preorder date   Oct. 3, 2000
DVD SRP               $24.98 ($19.95 MAP)
DVD catalog           18584
Running time            130 minutes
Rating                      PG-13