Leading the solemn tributes in the 381- page catalog for the Giorgio Armani exhibition that opens on Friday at the Solomon R. Guggenheim Museum, one thinks of what the writer Janet Flanner said 40 years ago of another immortal, Thomas Mann. Like Mr. Armani, a scion of the purely sensual, Mann, she wrote, has endured "the singular experience of being regularly described, while still alive, in terms usually reserved for the exceptional dead."

Mr. Armani would never call himself an artist, though the linear form of his clothes certainly contains elements of modern architecture, and of all the great clothing designers, living or dead, only he has been able to take a painterly approach to gray — seeing light and shadow where others might see only charcoal and flint. Nor, for all the catalog's heavy weather — its descriptions of androgynous attire as "gender transpositions" — would Mr. Armani even say he believes in the power of fashion to make a person feel elegant or secure. As Franca Sozzani, the editor of Italian Vogue, succinctly points out in her catalog essay, Mr. Armani believes mostly in consistency. The same clean cuts. The same minimalist palette. The same rational approach to luxury through comfort.

Yesterday, as Mr. Armani was going up and down Frank Lloyd Wright's spiral ramp, which has been carpeted in gray for the exhibition and buttressed by yards of white theatrical scrim stretched between the creamy parapets, he said something that might sound shocking from a man who, after 25 years of making clothes and keeping his name out there, is not without his vanities.

He likes the fact that Thomas Krens, the Guggenheim's director, personally asked him to be the subject of the largest one-man fashion exhibition ever seen in New York — nearly 400 articles of clothing and accessories. He likes the fact that 600 people, including Robert DeNiro, Liam Neeson, Natasha Richardson, Mark Wahlberg and many socially connected New Yorkers, will be there on Wednesday night for the preview party. And let's not forget that he has promised to donate as much as $15 million to the Guggenheim.

Yet, when asked what single impression he hoped people would take away from this daunting display of fashion, prestige and, yes, ego, he replied mildly, "I hope they will see that the base and concept of my work has always been the same."

One kept thinking about Mr. Armani and his clothes last week in the middle of the French spring 2001 collections — thinking about how to view his achievement at a time when much of the focus in fashion has not only shifted away from Mr. Armani, but also from almost everything he has symbolized — above all, the rational expression of style.

Perhaps because so much of the attention last week in Paris was aimed like a revolver at Tom Ford and his first ready-to-wear collection for Yves Saint Laurent, one kept seeing connections between him and Mr. Armani, and between the two of them and Mr. Saint Laurent himself. Just by following how each has approached the design of the suit, which has been the basis of modern fashion since Gabrielle Chanel borrowed the essential components of comfort and uniformity from a man's wardrobe, you can see how this intelligible style reached its apogee with Mr. Armani's unconstructed suits, and is now disintegrating with Mr. Ford. And for some very logical reasons.

Mr. Armani could not have taken the padding out of suits in the late 1970's and 80's if Mr. Saint Laurent had not seen the need to put it there in the first place. Padding was armor, and armor is what Mr. Saint Laurent gave legions of women, feminists and fashion plates alike, in the early 70's when he dressed them in his "smokings," those wide-shouldered pantsuits, typically in black or white, that were shown with high heels and sheer blouses that kept the look from being completely masculine.

By the time Mr. Armani came along, the world had changed. Fashion was becoming more democratic, and men and women wanted something easier — closer to sportswear yet with the thin protective skin of a uniform. "My fashion is not unisex," Mr. Armani has said, "but it does insist upon more gentleness for men, and more strength for women."

Mr. Saint Laurent and Mr. Armani have something else in common. Both invented their style. Both contrived a palette that became identifiable with them — Mr. Saint Laurent in the rich, fantastic hues of Russia and the Orient, Mr. Armani in the earth tones of Italy and the desert. And it's almost impossible to find references to other designers or eras in their clothes. True, both men have plumbed the work of artists like Picasso and Kandinsky for inspiration, and Mr. Armani's evening clothes often contain elements of ethnic costume, as do Mr. Saint Laurent's. But, invariably, these elements are run through a fine filter, so that what you see is an Armani look or a Saint Laurent look.

It's interesting, too, that Mr. Armani and Mr. Saint Laurent, who are both in their mid-60's, do not necessarily travel to the places that inspire them. Mr. Saint Laurent spends most of his time in Paris or Marrakesh. He has around him the same circle of people he has known for years — LouLou Klossowski, Betty Catroux and, of course, Pierre Bergé, with whom he established his house in the early 60's. No new people come into that group. Though he is much less cloistered, Mr. Armani has around him, too, a small circle. He dresses a lot of celebrities, but he almost never socializes with them, and when his sister, Rosanna, recently told Vanity Fair that Mr. Armani had no friends, he didn't disagree. In fact, his reply was, "Tell me, when do I have time to make myself friends?"

Fashion, like any other creative endeavor, can be an isolating experience. And yet it takes an enormous amount of discipline, even personal sacrifice, to create a look that lasts. It is based on a belief in one's view, but also in one's own power to say it over and over again. This is Mr. Saint Laurent's triumph, and it is Mr. Armani's, too. It is striking that the curators of the Guggenheim exhibition chose to display the clothes by themes, rather than in chronological order. You can't really tell what era a jacket or a beaded tuxedo came from, and that's the achievement of a style. It's timeless.

Mr. Ford's approach is entirely different — brash, cool, agile in its postmodern mix of references. The sleek white pantsuit that opened his Saint Laurent show last Friday night was not too far from the one Bianca Jagger wore on her wedding day 30 years ago, and the models' ironed hair was an obvious nod to Ms. Catroux, and the way Mr. Saint Laurent fused her androgynous style into his own. Mr. Ford's genius is for marketing and image making, and that is not such a bad thing. But if Mr. Armani influenced a generation of copycats, Mr. Ford is doing the same, and the results may not be as good for fashion. All last week, I couldn't stop thinking of what an American business executive, who is behind the revival of Bally, had told me a few days earlier in Milan. In hoping to imitate the success of Gucci in the luxury business, he said. the key was "to execute style with excessive conformity."

SANTA MONICA, Calif. -- The Rev. James Flavin still remembers what it was like to visit 17-year-old Mark Wahlberg in the Deer Island prison near Boston where the future rapper, underwear model and movie star was serving time for attacking a man with a hooked stick that took out his eye during a robbery.

"It was such a horrendous place, they've closed it down," said Father Flavin, a Roman Catholic priest who has been both friend and counselor to Mr. Wahlberg since he was 13. "It was filthy and there were rats everywhere. Mark was really scared. He was such a little guy. But he always put on a tough face."

Mr. Wahlberg, now 29, served 45 days for what police said was the racially motivated beating of a Vietnamese man in 1988. Mr. Wahlberg later said that he and his friends were under the influence of alcohol and PCP during the attack and denied that race was a factor. But the reality of prison shocked him into turning his life around, he says. For years he has had nightmares about going back.

Last year he did go back, but on his own terms. For his role as Leo Handler, a troubled young man just released from prison in the new film "The Yards" (opening on Friday), Mr. Wahlberg arranged to be incarcerated at Rikers Island in New York for a day. "They took all my stuff, gave me an ID and put me in the cage," Mr. Wahlberg said during a lunch interview at an elegant Italian restaurant here. "I went through the whole place, even the Bing, where they house the really violent inmates. I lifted some weights in the yard. It was very helpful. It refreshed my memory."

Immersing himself in roles is nothing new for Mr. Wahlberg, who moved to Gloucester, Mass., weeks before filming started on his last movie, "The Perfect Storm," and lived above a waterside bar, mingling and drinking with the locals. He spent six months working with a vocal coach for his part as a rock star in the 2001 release "So You Wanna Be a Rock Star" (formerly "Metal God"), with Jennifer Aniston, and he's about to go "hang with test pilots," he said, for his role in Tim Burton's planned remake of "The Planet of the Apes," the part Charlton Heston originally played.

But when it came to "The Yards," a drama about family and corruption set in the vast New York subway yards, it would seem that Mr. Wahlberg had already done sufficient research. In fact, he was originally hired to play Willie, Leo's treacherous best friend, but switched roles with the actor Joaquin Phoenix. "Willie was the flashier part, but I felt I knew Leo and I should play him," Mr. Wahlberg said. "I spoke to Joaquin and he felt for the other part, so it worked out."

Leo's prison term comes about largely because he took the fall for friends, and he spends most of the movie terrified he will slip up and be sent back. In real life, Mr. Wahlberg had frequent brushes with the law before he went to jail and several more even after he shot to fame as the rapper Marky Mark, in the early 1990's. 

But unlike Leo, Mr. Wahlberg was not isolated in jail. "I was in there with these 30- to 34-year-old guys from my neighborhood who I'd really looked up to," Mr. Wahlberg said. "When I saw what they were about, I decided I wanted something better. A lot of them had a problem with that. It forced them to look at themselves."

Mr. Wahlberg went to Rikers to research his role for "The Yards" because his own experience had been so different. "Leo wasn't the kind of guy who would go to prison and see guys he knew like I did," he said. "He got thrown into Rikers, a white guy who didn't know anybody. That's a lot tougher. I only saw three white guys in the yard when I was there. One white guy was in for some white collar crime, and he kept getting beat up every day because he wanted to get up and watch the Bloomberg Report."

That Mr. Wahlberg would return to prison — this time as a movie star — testifies to a life story that itself would make a riveting film. But while his journey from Boston street thug to washed-up rap sensation to respected Hollywood player seems unlikely at best, Mr. Wahlberg says he has been an actor of sorts all his life. "Whether I was doing a scam on somebody in a store or on the street or whether I was telling the judge it wasn't me and putting on the tears, it was all acting," he said. "I could always get over the judge, the cops, my mother. If the cameras had been rolling when I was in court all those times, I'd have a couple Oscars already."

Father Flavin is one of many friends, relatives and Hollywood heavyweights who have taken a liking to Mr. Wahlberg and have often helped advance his career. 

Others include his brother Donnie, the entertainment mogul David Geffen, the director Penny Marshall and, most recently, the actor George Clooney. They seem to regard him with affection, respect — and some wariness. Father Flavin, who remains so close to Mr. Wahlberg that the actor flew him out to Los Angeles last month so they could spend a few days golfing together, sums him up this way: "He's the best con artist I've ever met, but he's worked really hard to change."

JAMES GRAY, 31, the director and co-writer of "The Yards," says that he and Mr. Wahlberg spoke often of Mr. Wahlberg's jail experience and became friends during the shoot. "But I don't really feel that I know him," Mr. Gray said. "He's very hard to read, a very complex character. There's something mysterious about him. I will say this: he's incredibly shrewd, incredibly street smart. Nobody can outfox him."

Mr. Wahlberg grew up in working- class Dorchester, Mass., the youngest of nine children. His father, a hard-drinking truck driver, and his mother, a nurse, split up when he was 11. Mr. Wahlberg's life unraveled soon after.

He dropped out of school after the eighth grade and began a life of crime with friends from his neighborhood, robbing and beating up people and sometimes selling drugs. 

During this time, his brother, Donnie Wahlberg, became the front man for New Kids on the Block, the 1980's teenage heartthrob singing group. At one point Donnie let Mr. Wahlberg open for the group as Marky Mark and his career took off. At that point Mr. Wahlberg's only previous performing experience had been in elementary school talent shows, in which he had achieved some notoriety for break-dancing and rapping. But Mark disliked the canned choreography and commercial sound of the New Kids and dropped out within a few months, returning to his criminal life on the streets.

After he was released from prison, Donnie Wahlberg came to the rescue again. He urged his brother to move to Los Angeles, got a friend to watch out for him and helped him get a recording contract. Two years after leaving jail, Mr. Wahlberg's first album, "Marky Mark and the Funky Bunch," went platinum.

Not long after, David Geffen, who was producing records at the time, sized up Mr. Wahlberg's popularity among young girls and suggested to his friend Calvin Klein that he use him in a modeling campaign. The Calvin Klein contract led, in 1993, to revelations about Mr. Wahlberg's past when reporters found out about his arrest and prison term as well as two earlier incidents in which the police said he had chased and yelled racial epithets at African-American school children.

Mr. Wahlberg's rap career faded and he got involved in more scandals, most involving fights in clubs and accusations of homophobia.

Mr. Wahlberg, who is soft-spoken and genial in person, is resigned to questions about his past. The only time he becomes uncomfortable during the interview is when he is asked if he has ever sought out Tranh Lam, the man who lost his eye in the attack and apologized to him. (The Boston police say Mr. Lam apparently moved out of Dorchester and his current whereabouts are unknown.) 

Mr. Wahlberg says he apologized to Mr. Lam in court but has not had contact with him since. "It would be unfair to all the other people that I messed up if I only singled him out," he said. "I'm certainly sorry for what I did. I did this every day until I was sent to prison."

His past may cause Mr. Wahlberg genuine pain, but it has sometimes proved useful in Hollywood. "Certain people in this town love it," he said. "They think it's sexy, they think it's great."

But while Mr. Wahlberg may have been aggressive and violent as a youth, he is, by all accounts, almost docile on movie sets. Mr. Gray's directing style, he says, is so detailed that he often positions the actors' heads just so. "Joaquin threatened me with bodily harm if I ever touched his head," Mr. Gray recalled. "It didn't bother Mark at all." 

Mr. Wahlberg says he is happiest when directors, like David Russell of "Three Kings," give him precise line readings before each take. "I figure, why not give them what they want?" Mr. Wahlberg said. 

That attitude runs counter to the bad-boy street reputation that got Mr. Wahlberg started as an actor. Though he reportedly had a falling out with Mr. Klein during his modeling contract, he admits the sneering, hard-bodied images of him shot by Herb Ritts got him his first big acting job as a tough Southern soldier in "Renaissance Man" (1994).

"Penny Marshall saw me in my underwear on the billboard and called me up to audition," Mr. Wahlberg said. "I got the part, and I was on my way."

Mr. Wahlberg won good reviews for "Renaissance Man" and even better ones the following year in "Basketball Diaries," opposite Leonardo DiCaprio. But it was his breakout performance as the extremely well-endowed porn star Dirk Diggler in "Boogie Nights" (1997) that earned him respect in Hollywood. 

His role in "Three Kings" last year, which co-starred George Clooney, led to a lasting bond between the two men. Mr. Wahlberg co- starred with Mr. Clooney as a doomed swordfisherman in "The Perfect Storm," and Mr. Clooney's company is producing "So You Wanna Be a Rock Star."

ALL I'm trying to do is create a body of work I can be proud of," Mr. Wahlberg said. "I'm doing things people think I can't pull off, but I'm not doing things I don't think I can pull off."

At the same time, Mr. Wahlberg said, he has embarked on an effort to improve himself and to help young people in his old neighborhood. He returns occasionally to speak at the local Boys Club that banned him, supposedly for life, at age 12. He is also close to his nine nieces and nephews, for whom he has already set aside money for college tuition. He is about to earn his high school equivalency degree after studying for several years.

"It's embarrassing for me when they ask where I went to school because they look up to me," Mr. Wahlberg said. "They think if I didn't graduate from high school, why should they? I tell them I'm still going to school and so should they."

Mr. Wahlberg is based in Los Angeles but lives in sublets and carts his possessions around in boxes. He considers his mother's Braintree, Mass., house his real home. He is involved with the actress Jordana Brewster ("The Faculty") but says serious relationships are difficult for him. He is more enthusiastic talking about how many of his friends from his old neighborhood are now working for him in Los Angeles. Unlike Leo Handler and his associates in "The Yards," said Mr. Wahlberg, "they stay out of trouble now, and so do I." 

Father Flavin said: "Having some of his old friends around and helping them change is his way of staying sane himself. Just because he's out in Hollywood doesn't mean his life is perfect. His new life has as many challenges as the old one. You can get lost out there as easily as you can back home." 

Oct. 18 — James Gray knows New York. Knows not only of the shiny Fifth Avenue New York, but also of the gritty, dirt-under-the-fingernails New York. 

The tracks less traveled by — and where Gray grew up, Queens. 
     Sunnyside, Queens to be exact is where the indie film director takes his second film The Yards. The story follows Leo Handler, (Mark Wahlberg), a man who just got out of prison after taking the fall for a group of friends. He comes home, only wanting to become a “productive member of society.” 
     However, instead of training to become a mechanic like his uncle recommended (James Caan), he pairs up with his old friend Willie Guiterrez (Joaquin Phoenix) and quickly falls into bad straits. It is then that Leo finds himself drawn into a circle of corruption, ultimately tied to one of the most influential families in New York — his own.
     “The work gets more and more personal as it goes on,” Gray said. “Because I can’t really be simpatico with somebody who’s on a space station right now.”

Theme, Revisited
Torn between being loyal to his family and friend Willie, and also being pinned to a crime that could land him in prison for life, Leo realizes that he has to turn in his family, before they do him in.
     The theme of boy-coming-out-of-prison-and-
wants-to-do-good isn’t a new theme for Gray. His previous endeavor, Little Odessa, set in the Brighton Beach Russian community of Brooklyn, also dealt with the same issue: the lead character fell in with bad company, despite every effort to keep himself out of trouble.
     Coincidence? Or perhaps a theme Gray revisits knowing that he always longed for a merry homecoming when he returned home from University of Southern California in Los Angeles-but never got one.
     “When I was 18 years old, and I went away to college, before I left, I had a mother, a father and a brother all living under the same roof,” he said. “Within a matter of three months, my brother moved out, and my mother died. It was traumatic for my father, and emotional time for all of us.”
     But more importantly, the emphasis on family is very important to him. Especially the sacrifices that need to be made to preserve family and how Gray admits to being troubled by how a society that makes so much ado about material wealth also is expected to make unbelievable sacrifices. 
     “I think that family life is very interesting in this country because we are in a sit where capitalism is the predominant system,” he said. “It fosters a kind of ethic in which material wealth and material goods are unbelievably important and in fact more important than your ability to establish connections with other people.
     “How can a culture that is always implyin that you have to make more money to live a better life also tell you to spend more time with your family [and that] it matters more?” he said.
     Although Gray admits to doing his homework before writing and directing his script, he turned once again to his family for inspiration. “My father helped run a company that helped supply the subways of New York,” he said. “I didn’t make up a thing.”

Role Models
So how does an indie film director get James Caan, Mark Wahlberg and Charlize Theron to take a significant paycut?
     Simple. He feels that true actors will be attracted to good filmmaking. He also says he writes and directs scripts that perhaps remind them all of an era long since gone in filmmaking.
     “When they get a script like this, frankly I think they jump to the chance to do it.”
     “The shape and style of movies is very different than what is was 30 years ago,” Gray said. “Something in the style of American movies that focused the films on not only the story, but also intimate details of characterization.
     “Today’s cinema tends to be more or less the domain of the teenager,” he continued. “[And there’s] a degree of subtlety that’s lacking.” 
     So what’s next in store for Gray?
     “Well, I’m happily unemployed right now, going to festivals and stuff,” he said. “But I think my next movie going to be about cops.” 

NEW YORK, Oct. 18 /PRNewswire/ -- Mark your calendars! Below are the music series, specials and premieres you won't want to miss on VH1 October 20 - October 26. 

On Friday, October 20
VH1/VOGUE FASHION AWARDS
Hosted by Cuba Gooding, Jr. and Gisele Bundchen from Madison Square

Garden, the sixth annual VH1/Vogue Fashion Awards will be an unprecedented mixture of designers, models, rock stars and show business luminaries whose combination creates an unsurpassed night of fashion, music and entertainment. Features appearances by Angie Harmon, Dylan McDermott, Kate Hudson, Uma Thurman, LL Cool J, Mark Wahlberg and Jennifer Love Hewitt. Features performances by Lenny Kravitz, Macy Gray, Destiny's Child and Kid Rock. (Premieres from 9-11p.)

TO ERR is human; to forgive - up yours.Truthfully, though it may take many many years, I eventually do forgive everyone.Heck, I even forgave my brothers for selling me to the Ishmaelites and destroying my technicolor coat - oh wait, that wasn't me. And hardest of all, I forgave a friend for making me see Barbra Streisand's "The Mirror Has Two Faces."

On Monday, I went to a screening of "The Yards," which deals with the themes of corruption, loyalty and, to a lesser extent, forgiveness.

I saw the flick, opening Friday, with an ex-girlfriend who, a few years ago, cheated on me.

It took a long time, but I ultimately forgave her - that is, for making me go out with her again.

Maybe it was the movie or maybe it was seeing it with a woman who once wronged me, but the topic of forgiveness began to haunt me like those collection agents from Columbia House records.

So, at the film's party at the Tribeca Grand Hotel, I broached the subject with the picture's stars Joaquin Phoenix, James Caan and Mark Wahlberg.

The former underpants model - fresh from visiting his mom, dad and, yes, parish priest - told me "Being raised Catholic, you have to forgive."

Wahlberg went on to say, "If you can't forgive others, then how can you ask them to forgive you?"

Uh, don't ask, don't tell, choir boy.

Joaquin Phoenix, who believes we can all identify with the experience of forgiving, was the only one with the cajones to confess what he sought forgiveness for.

The actor confided, "I've cheated on people and they've forgiven me."

James Caan is, for lack of a better phrase, much less forgiving.

He said his accountants "robbed" him of all his money and "I don't forgive." Caan added, "I guess my feeble way of forgiveness is that I don't want to kill them."

That is so feeble.

But forgiving isn't always that easy.

Nine years ago on Thanksgiving, I made a very innocent joke, which, for some inexplicable reason, prompted my aunt to bawl me out.

Now I'm the first to take blame for a lot of things - breaking a vase when I was a kid, occasionally forgetting to return a library book or even sending troops to Vietnam - but this time I did nothing wrong.

For the past decade Auntie Lame never said she was sorry, and so I never forgave her.

And rather than having to spend the holiday with her, for years I began to use the day we give thanks - mostly that the Indians had cruder weapons than us - as a time to travel to exotic places like Ecuador and Fiji.

Shortly before one of her sons got married, though, she called me and asked for forgiveness - and also that I buy her kid an insanely expensive wedding gift.

I forgave her and now, rather than passing this Thankgiving in Buenos Aires - the way I had looked forward to - I will get to enjoy it in scenic Passaic.

For a long time I used to carry grudges longer than Dan Marino carried the Dolphins.

But I've learned, as I believe the adage goes, it's better to forget to forgive - or something like that.

Which brings me back to Monday night's party.

As I returned from a dessert table with a pocketful of black and white cookies, I spotted Wahlberg planting a couple of kisses on my ex-girlfriend.

Though it's tough, I forgive him - for making me have to deal with her for the rest of the evening. 

Some music sounds just fine in a living room. Other music sounds better booming from the speakers of a moving vehicle. And still other styles work best on the dance floor. Limp Bizkit's music is designed for the mosh pit: It's noisy and leaden and furious, with roiling guitar riffs and edgy turntable scratches and shreds.

The band's new "Chocolate Starfish and the Hot Dog Flavored Water" (Interscope) continues the strident rap-rock hybrid of the Bizkit's two previous albums, "Three Dollar Bill, Y'all" and the top-selling "Significant Other." This stuff is virtually critic-proof: Either it speaks to you or it gives you a headache. As guitarist Wes Borland recently said of the new album, "If you didn't like Limp Bizkit before, you still aren't going to." More than any of the Bizkit albums that preceded it, though, "Starfish" reflects the obsessions of frontman Fred Durst.

The perennially red-capped Durst is a crafty contrarian who has sold millions of records by capitalizing on the anger and alienation of American teenagers. Not since Madonna has a pop star seemed so devoted to his own celebrity. In constant pursuit of the spotlight, Durst has carried on a much-publicized feud with Scott Stapp, lead singer of another Florida rock band, Creed, whom Durst has accused of--gasp!--acting like a rock star. The combative Durst has also had nasty things to say about members of Metallica (that band has taken the lead in opposing Napster while Limp Bizkit went out on a tour sponsored by the controversial music-swapping Web site). And then there is his very public, junior high-style flirtation with teeny pop sensation Christina Aguilera, in which Durst metaphorically yanks the pigtails of the girl he professes to like.

Durst wastes no time attacking his enemies on the new album. "Hot Dog," the first real song (the opening "intro" is merely filler), takes on Nine Inch Nails' Trent Reznor in what Durst has described as a parody of NIN. "You wanna [expletive] me like an animal," growls Durst, echoing NIN's "Closer" before changing some of the lyrics. The f-word appears a whopping 46 times on this track, something Durst has described in interviews as making "a statement about the word." What's the statement? That it's okay to use the f-word? That it's good to use the f-word? As his friend Christina might say, what-ev-ver.

The only statement Durst can come up with on the next track, "My Generation," is that "the captain's drunk your world is titanic floating on the funk so get your groove on." This gloomy hedonist's sentiment is neither insightful nor original, but Durst has clearly spent more time thinking about his own supposed persecutors than the troubles of his generation. "Go ahead and talk [expletive] talk [expletive] about me," he goads. "Go ahead and talk [expletive] about my generation cause we don't, don't give a [expletive]."

Once Durst exhausts the empty belligerence, he returns to his own victimization. "Why is everybody always pickin' on me?" he asks in "Full Nelson." And in "Take a Look Around," Durst complains about the band's critics before offering an explanation for their ire: "I know why you wanna hate me, 'cause hate is all the world has even seen lately." And so on. As his rant 'n' roll continues, you get the feeling if he weren't a rock star, Durst would be the kind of guy who calls late-night AM radio talk shows with tirades about UFOs and the satellite transmissions that are invading his brain.

But he is a rock star, one who lives in Los Angeles and is compelled to confirm his status by inviting his famous friends to participate on this album. Ben Stiller makes a particularly inane appearance. Mark Wahlberg and Third Eye Blind's Stephan Jenkins's telephone interludes are puzzling and rather pointless. But we get the message: Durst is a very important person.

Durst has said that he wrote one of the Bizkit's biggest hits, the girl-unfriendly "Nookie," after being betrayed in a romance. He still seems to be having female trouble. Both "It'll Be OK" and "Boiler" express the anger and desperation of an unwanted breakup, and in "The One," he wonders if he'll find his "Mrs. Right." But on "Livin' It Up," he boasts: "I'm a keep a lot of girls on my band wagon cause I don't give a [expletive]." The apparent contradictions here are not surprising. After all, this is a guy who rails against breast implants (on "Hot Dog"), but holds the band's record release party at the Playboy Mansion.

Bizkit has always sounded better when it's more rock than hip-hop. A relatively subdued "The One" (which resembles the last album's "Re-Arranged"), the churning "It'll Be OK" and the morose "Hold On," which features Scott Weiland on vocals, are the strongest tracks here. This is mainly because they contain little to none of Durst's irritatingly high-pitched rapping. Somebody take away this man's rap card! It's not just Eminem's wit and intelligence that set the blond rapper apart from Durst, a professed admirer. Durst is an awful rapper. His voice is too thin and his cadence is all wrong. The more he tries, the more ridiculous he sounds.

Nowhere is this more evident than on the two versions of "Rollin' " that appear here. "Rollin' (Air Raid Vehicle)" takes Durst's redneck yo-boy persona to an embarrassing extreme. And the "Urban Assault Vehicle" version, which features Method Man, Redman and DMX and was produced by Ruff Ryders producer Swizz Beats, does not benefit Durst. Next to these bona fide rappers, Durst sounds even worse than usual. Whenever he takes a turn at the mike, you want to turn down the volume. Or, perhaps, borrow one of Durst's favorite phrases: "Shut the [expletive] up."

WHATEVER you do, don't touch Joaquin Phoenix's head. The director of "The Yards," the downbeat drama about corruption in Queens starring Phoenix, Mark Wahlberg, James Caan and Charlize Theron, told PAGE SIX he almost learned that lesson the hard way. When James Gray positioned Wahlberg's head before one scene, "Joaquin said to me, ‘If you ever do that to me, I'll kill you ... Don't touch me,'" Gray recalled at a screening at the Tribeca Grand Hotel Monday. The evening's wildest moment came when Caan, who was eyeing several leggy lovelies, dropped a wine glass while posing with Wahlberg. "That was Jimmy Caan, not me!" Wahlberg cracked. Also at the screening were Phoenix, his ex-girlfriend Liv Tyler, Caan, "Rushmore" director Wes Anderson and Burt Young. Playwright Arthur Miller skipped the screening because he slipped and broke three ribs on Saturday. His publicist says, "He's fine and recovering perfectly." [More on "The Yards:" Liz Smith, Page 16.]

'HE IS compulsive, neurotic and brilliant!"That's James Caan on director James Gray, who leads Caan through a fine, faceted performance in "The Yards," a somber, compelling, strikingly acted tale of how life, fate, the inevitable tidal pull, are all but inescapable to most people. (Joaquin Phoenix, Charlize Theron, Ellen Burstyn and Faye Dunaway all benefit from Gray's fine hand and passion for actors in this movie.) 

We met with Gray, Caan and the star of "The Yards," Mark Wahlberg, for a quick lunch in between David Letterman and Charlie Rose commitments. They made an odd trio. Caan, an overload of energy, smarts and charm, was dressed to kill, like a GQ ad ... Wahlberg, sweet as usual, with the face of a hoodlum choirboy, was dressed down in a white tee and blue jeans, an outfit that displayed the body he'll display even more of in "Planet of the Apes" ... and then there was director Gray, unshaven and suffering from a cold (he offered his overcoated elbow rather than a hand to shake), his hair at sixes and sevens, very much the intense artist. 

Gray talks an articulate blue streak, Caan makes affectionate fun of Gray's high-flying verbiage, and Mark, poking warily at some sort of foaming salmon dish, acted as the quiet, wry observer. Caan and Wahlberg actually have a great chemistry; an old-time father-son vaudeville act. Indeed, Gray is writing a script for the pair. 

There was lots of movie talk. Gray, who has fashioned something remarkable with "The Yards," feels that "originality is the most overrated quality in film ... there's a common mythic chord in storytelling. Look, after the Greeks and Shakespeare, what else is there? I think it's better to strive for anti-originality, to find new, but recognizable ways to interpret old tales." 

Caan relished his role as "an emotional cripple." (He described his character marvelously as "a man who wears his family like he wears his clothes.") But he worries about the increasing reliance on techno tweaking. "My God, to find a director who cares about actors, not the damn computer special effects. I'm old now, so I guess it doesn't much matter for me, but I worry for my son, Scott, and Mark here." He gave Gray a significant look and said, "There's nothing as powerful, as meaningful, if you care about what you do, as working with a great director. I want to work with someone who has an idea. Not 14 ideas, and then creates a movie in the cutting room." 

Is there a central theme to "The Yards"? Gray answered "Well, for one thing, the falsity of prison rehabilitation, and how powerless we are to change ourselves and others." 

P.S.: We had a minute to talk to Mark about his upcoming movie, "Metal God." He thinks it is the "second best thing I've ever done" ("The Yards" being first), and had super-high praise for co-star Jennifer Aniston. "She's fantastic!"

Mark Wahlberg is nothing if not a chameleon.

A few months ago, when I sat with him at a music-industry event in Los Angeles, he was scruffy with long hair. He was also loud and obnoxious and kept calling out Carlos Santana's name at the most inappropriate times during the guitarist's performance.

The contrast between that Mark Wahlberg and the one who walked into the Tribeca Grand Hotel on Monday for a screening of his new movie, "The Yards," was extraordinary. Wearing a tie and jacket, his hair closely cropped, Wahlberg was polite, soft-spoken and accessible. He was also openly grateful for the way people were responding to the Miramax film and his portrayal of an ex-con caught in a web of corruption surrounding the New York City subway yards.

"Back then, I was doing my rock 'n' roll thing," Wahlberg said of his behavior in L.A. "I was trying hard to get arrested that night. I remember driving 100 miles per hour down Sunset Blvd. with an open container on the front seat, and nobody ever stopped me. It took Penny Marshall (who was seated at the same table watching Santana) slapping me around a little, telling me I was too loud, before I calmed down."

However he's changed, Wahlberg can still have a laugh at somebody else's expense. He was at Nobu on Saturday when Howard Stern hustled girlfriend Beth Ostrosky out of the restaurant before having to introduce her to other celebs — among them rapper Jay-Z, Interscope exec Steve Stoute and New York City Police Commissioner Bernard Kerik.

"Howard can have a girlfriend because he's separated," said Wahlberg. "Of course, if Howard's not careful, Jay-Z will take his girlfriend away."

"The Yards," directed by James Gray and co-starring James Caan, Joaquin Phoenix, Charlize Theron, Faye Dunaway, Ellen Burstyn and Steve Lawrence, opens Friday.

(indieWIRE/ 10.18.00) -- Despite some gossip over Miramax's apparent reluctance to let it out of the can, along with its disappointing reception at Cannes, James Gray's "The Yards" has finally arrived looking and feeling like a major new work. This attempt to bridge popular and art cinema is quite unlike any other American movie in recent memory. While it boasts stars like Mark Wahlberg and Charlize Theron, it's impossible to tell if it'll find an audience when it's released in the U.S. this Friday. Even Gray -- a young New York director whose debut was the compellingly grim 1995 crime film "Little Odessa" -- seems perplexed at its commercial prospects when indieWIRE spoke to him at the Toronto International Film Festival, where the film had its North American premiere. Nevertheless, as an artistic statement, "The Yards" is coherent, complete and unique. 

Wahlberg plays Leo, a car thief freshly sprung from jail, who hooks up again with Willie (Joaquin Phoenix), his best friend and the fiance of Leo's cousin Erica (Theron). Willie has been working in a shady capacity for her stepfather Frank (James Caan), whose company builds and repairs subway trains in New York. While Leo is introduced to the various ways the wheels are greased and contracts are secured, one day, he and Willie are implicated in a pair of violent crimes at the subway yards, and the whole corrupt system threatens to crumble around them. 

The film boasts strong, unexpectedly subtle performances by its young stars as well as great turns by Caan, Ellen Burstyn, Steve Lawrence and a regal Faye Dunaway. Written by Gray and Matt Reeves, "The Yards" recalls Sidney Lumet's classic urban epics ("Serpico," "Prince of the City," even "Dog Day Afternoon"), but its languid pace, powerful Howard Shore score and rich cinematography give it the feel of an old-school European art movie -- or even an opera. As it turns out, that was the intention of the opera buff director. 

indieWIRE: Music is so important in "The Yards." Are you pleased with how Howard Shore's score turned out? 

James Gray: I adore Howard's music in the movie. I think it's incredible. It's one of those things where we were both really happy with when the movie was done. Some people have just loved it and some people have just said it's the worst score of his career. And a lot of the music is not his -- a lot of the music is by Gustav Holst. There's a piece of music from The Planets, which is played many times, almost as the theme to the movie. So I read with great amusement when people don't like it and call it Howard's worst music of his career and they usually cite the Holst. I think, "Oh my God, you've just criticized Gustav Holst's music as sucking! I guess that means I didn't use it right." 

iW: Was it your intention to make an operatic film? 

Gray: That was exactly the ambition. I had been very fixated on a book by Emile Zola called "La Bete Humaine" and a Renoir film by the same title, and also a Luchino Visconti movie called "Rocco and His Brothers." I'd been very obsessed with what they call the 'verismo' tradition in opera -- Puccini's "La Boheme" was the benchmark for that, but there were a number of operas written in the early 20th century that were not about kings and queens but were rather about working-class types. And I had been addicted, frankly, to Puccini and Mascagni and I had wanted to do something in the opera 'verismo' tradition. And it's interesting because when you are doing something like that, you're skating a fine line between melodrama and opera and it's really a battle. 

iW: Obviously you can get very close to creating something bombastic. 

Gray: It's a chance you have to take. There are times in "Rocco and His Brothers" -- which I love more than anything -- when Visconti does actually go over the top. It is SO much opera that the audience is almost laughing. In a way, it's one of the things that I tried to do -- to distinguish the film from the bumper crop of not only popular culture film but also art cinema. Because there's been a strange sort of ghettoizing of art cinema. And popular cinema has obviously gone so far in the direction of nitwittedness that my ambition with "The Yards" was to make a movie that straddled both. Maybe it straddles neither, but it was nonetheless my intention: to make something operatic in that it was heavily emotional, but not sentimental. In fact, I played Puccini and Mascagni and all these people on the set for the actors as a way to inspire the performances. Whenever there's a scene with no dialogue, which there are several in the movie, you can rest assured that during the day on the set I was playing something from Tosca or Verdi's "Preludio" to "La Traviata." The actors' performances get totally inspired by that and the tone of the movie then gets informed by the music that was played on the set. So I started playing music in rehearsal even for dialogue scenes. 

iW: Was this the first time you'd used music with actors? 

Gray: I had done a little bit of that on "Little Odessa." I think I read about von Stroheim doing that, or someone else from the silent era. It became a very time-honoured tradition in silent films for the director to play music on set for the actors and inspire the performances. Then I read that Stanley Kubrick had done it a lot. I thought, "What a great idea." It's a totally pretentious thing to say, but there's a great quote by Stanislavsky about this: "Music is the most direct route to the human heart." It's really true. You can say with music what you could never say verbally to an actor. 

iW: I know that I found "The Yards" quite powerful, but it may not be the sort of film that does well during festivals. The emotions here are very outsized and complex in that operatic style. But when critics are seeing so many movies, they get desensitized. 

Gray: I think to be a movie critic is troubling from one major respect. If you are forced to watch ten movies a week, it's really only something you can do for a few years. After a while it's a bit too much. 

iW: You start to feel like there's a thick leather hide covering your heart. 

Gray: I know. "The Yards" played at Cannes in competition and it was the last movie. I resisted that very much, but Gilles Jacob said, "It's literally the most prestigious spot, blah, blah, we love this movie, it's great." And I was like, "You know what, everyone will have seen a zillion movies by then, and this'll be the fifth movie they have to watch that day." I thought that would be death. I don't envy the job of people who have to watch five movies a day -- that's insane. When I was in college and had to watch three movies a day, I wanted to kill myself. 

[Jason Anderson is a movie critic at Toronto's eye Weekly and DVD columnist at Shift magazine.] 

Oct. 16 — It’s been 28 years since James Caan first blasted onto the screen as Santino ’Sonny’ Corleone in The Godfather. 

     Caan, best known for his Academy Award-nominated performance as “Sonny,” is back to playing a somewhat ugly customer, though certainly not the hothead he played in The Godfather films.
     “He’s not so much a tough guy as he is a dysfunctional character,” Caan says. “He’s an emotional cripple.”

Caan, whose past films also include Brian’s Song, Misery and Funny Lady, plays the highly connected and influential Uncle Frank in James Gray’s The Yards, a thriller set in the vast New York City subway yards. The story is a grim one. After being imprisoned for a crime he didn’t commit, Leo Handler (Mark Wahlberg) wants to get his life back on track, so he goes home. 

     There Leo takes a new job with his Uncle and is reunited with his longtime friend, Willie Guitierrez (Joaquin Phoenix), and his girlfriend Erica (Charlize Theron). But Leo’s new job draws him into a web of trouble, including murder.

     Uncle Frank is indeed a bit dysfunctional, and Caan got a good grip on the character. “He’s kind of Aryan in my view,” Caan says. “He’s a guy who thinks of himself as a king of a tiny little kingdom, which he thinks is huge. But he’s just a serf.”

The Kids Are Alright
The cast is packed with young talent, whom Caan enjoyed working with. “I love Charlize a lot. Mark reminds me of my son Scott. And Joaquin is nuts, but extremely talented.”

     “The kids are great,” he sums up, adding, “everyone’s a kid to me now, which is really sad.”

     The cast includes some notable older talent as well, including Ellen Burstyn (The Exorcist, Alice Doesn’t Live Here Anymore) and Faye Dunaway (Bonnie and Clyde, Chinatown). In contrast, The Yards is only co-writer and director Gray’s second film, following 1994’s Little Odessa.

     “He’s one of the best directors I’ve worked with in 25 years,” Caan says. Gray was very committed to the film. He was so attached to the project that he even paid for a day of reshoots out of his own pocket, an unusual step for a director.

     “He’s so nuts I had to work with him,” Caan relates. “He’s a little obsessive. And when he asked me why I called him obsessive, I asked him how many times he’d washed his hands that day, and he said, ‘I don’t know, 22 or 23.’” 

Acting and Directing
Caan is no stranger to directing. Back in 1980 he directed Hide in Plain Sight, a drama which starred Danny Aiello.

     “I had great actors on that, and I was the boss,” Caan says. “I liked that.”

     Despite the success of that experience, Caan says he doubts he will helm another feature film, since directors today seldom receive the control that he requires. “I have to have complete autonomy.” Besides that, Caan has another problem.

     “I can’t really afford to direct right now,” he reports. “I have too many children, too many ex-wives and it takes too much time.”

     Caan has said that his acting credo is to acquaint himself thoroughly with his character’s external traits, then “wait for osmosis to take over.”

     “You put on all the makeup, and then my method is basically: I look up to God and say, ‘Give me a break.’”
     He continues, “Everything stems from yourself. You listen and you answer people. You need to understand your relationships, understand what you want, and understand the conflict, because if there’s no conflict, there’s no scene. Then you basically have to trust your instincts, which is easier said than done.”

Setting the Record Straight
Caan is not at all pleased with a particular issue of People Magazine last fall, which quoted him supposedly trashing his profession. The printed quote was: “As an actor, you serve less purpose to the community than the garbage collector. Just relax and get over yourself.”

     That was taken completely out of context, he says. And he wasn’t happy about it.

     “I was referring to those actors who have bodyguards and refuse to sign autographs, and God forbid somebody didn’t recognize them; they’d have a heart attack.”

     “When you start in this business, you pray for the day that somebody’s going to bother you. All you have to do is turn around and shake somebody’s hand, and you make their day. That’s what you’re in this business for.”

     Caan continues, “If you’re going to be a doctor, you know inevitably you’re going to get a call at three o’clock in the morning at some point, which is not pleasant, but you know that going in. I was referring to those people who are self-important, not actors in general.”

     “All I know is I’ve never had a bodyguard, I’ve never met anybody on the street who wants to hurt me. By saying ‘hi’ to them or signing an autograph, you make somebody happy.”

After only two features, James Gray is emerging as a distinctive, confidently unfashionable voice in American movies. The 31-year-old, whose sorrowful debut, Little Odessa, brought a bracing chill to the flushed, Tarantino-smitten indie landscape of the mid '90s, seems intent on perfecting a single-mindedly downbeat fusion of '70s-Hollywood grunge, autobiographical ethnography, and Greek tragedy. The Yards is nominally a tale of shady business dealings and local-government corruption in the subway yards of Sunnyside, but as in his earlier, frostier Brighton Beach hit-man drama, Gray's real subject is the constricting force and painful attrition of family bonds. The Flushing-born director, whose father was a subway contractor, has apparently dredged up childhood memories and, with touching fearlessness, projected them onto the movie-backdrop of his youth: Coppola and Scorsese, On the Waterfront, Rocco and His Brothers. 

Working-class Queens lad Leo Handler (Mark Wahlberg), the film's designated stooge and moral conscience, returns home after serving time for auto theft. Determined to stay clear of trouble—not least for the sake of his fretful, ailing mother (Ellen Burstyn)—Leo seeks honest employment from Frank (James Caan), the wire-pulling train-parts mogul whom his Aunt Kitty (Faye Dunaway) has married, only to wind up reluctant deputy to his boyhood pal Willie (Joaquin Phoenix), now Frank's dirty-work henchman. To enrich the complications, Willie also happens to be dating Kitty's daughter, Erica (Charlize Theron), a slinky kohl-eyed beauty whose every interaction with cousin Leo carries an incestuous frisson. 

A botched attempt at competitor sabotage sets in motion Leo's rapid downward spiral, and Gray never eases up on the sense of looming cosmic tragedy (Howard Shore's studiedly oppressive score envelops the film like a shroud). The script, which Gray cowrote with Matt Reeves, isn't always up to the boldly operatic style: Throwaway exchanges ring truer than declarative monologues, which tend to affix themselves like lead weights to the already grave proceedings. Still, Gray balances the hugeness of the canvas and the occasional broadness of his strokes with spare, scrupulous detail in the individual characterizations. He's helped by the instantly iconic elders in his cast—Caan, in particular, is excellent, subtly registering the guilt and exhaustion of a lifetime's cumulative compromise—and by the two young leads. Phoenix effectively downplays Willie's tortured, confused ambition, and Wahlberg is boundlessly sympathetic in delineating Leo's stoic despair. 

The schematic narrative flirts with muffled, overwrought implausibility—scale is very much an end in itself. But Gray knows well enough to slip in a moment or two of perfectly judged awkwardness (Erica stiffly and abruptly resting her head on Frank's shoulder after a weepy apology) and the odd unnerving bit of disorientation (when Leo is dispatched to a hospital ward on an execution mission, his terror is filtered through gauzy screens and sickly green light). The Yards is no less handsomely mounted than Little Odessa—veteran music-video cinematographer Harris Savides suffuses the interiors in a nostalgic burnished ochre that makes it easy to forget the film's present-day setting. The tradition of American independent directors making movies that relate chiefly to other movies should not be encouraged, but there's a difference here. Gray's brand of film-buffery manifests itself, simply and irresistibly, as ardent, uncynical movie love. 

If Howard Stern really wanted to keep his new relationship under wraps, he wouldn't take his girlfriend to Nobu on a Saturday night.

I mean, you never know who you're liable to run into there.

The morning shock jock and his blond companion — whose name, I hear, is Beth — have been venturing out more and more these days, but usually when they're spotted it's somewhere close to Stern's West Side apartment.

On Saturday, they got brave and ventured downtown to have what they probably thought would be a quiet dinner with Ben Stiller and his wife, Christine Taylor.

That's not the way it turned out.

Seated at a nearby table were actor Mark Wahlberg, rapper Jay-Z and Interscope exec Steve Stoute. At another table was the new New York City police commissioner, Bernard Kerik, who was having dinner with ad man Peter Arnell.

And for a good part of the evening, the only thing these separate tables lacked was another celebrity to walk in and unite everybody into one large group.

That came in the person of Giorgio Armani.

Stern was just about to make his getaway when the famed designer walked in. Armani is giving a party tomorrow at the Guggenheim Museum, and obviously, the more celebrities who attend his event the better it looks to the world.

Suddenly, all these A-listers were gathered, talking in the way celebrities are prone to converse — which normally means small talk, marked by plans to get together soon.

Well, the last thing Stern wanted at that point was to have to introduce his new love to any of these people. And he didn't. According to eyewitnesses, Stern ran — or in this case, stood — interference, by dealing with his high-profile peers while his girlfriend rushed out of Nobu and into a waiting limousine.

(AP) — Young Leo Handler (Mark Wahlberg) sits warily in a subway car that is taking him back to the city after a stretch in prison for conviction on auto theft. He glances at the police guard at the middle of the car, then quickly averts his eyes. Leo has reason for concern: He is entering a world that can be just as dangerous as life in prison. 

Thus begins "The Yards,'' a taut crime movie that resembles the flip side of "The Godfather.'' Leo's family is small-time compared with the Corleones and their lavish weddings and casinos in Las Vegas. His family's enterprise centers in the subway yards of New York City, where subways are serviced and repaired, and graft and duplicity abound. 

Leo hopes to find safety at his mother's apartment. But when he arrives, he finds members of the family, including his uncle Frank (James Caan), who offers him a job in the family business. And Leo is accosted by his parole officer, who lectures him about the strict procedures for a newly released convict. 

Uncle Frank's offer is too enticing to resist, so Leo abandons his menial job. He is paired with his old friend Willie Guiterrez (Joaquin Phoenix), who is well-schooled in street tactics. 

Leo is drawn deeper into his uncle's enterprise, egged on by the reckless Willie. The two young men engage in an assault on the yards that ends in murder. Leo, fearful that he might face a long prison term, or worse, vanishes. The ending brings two startling surprise developments. 

James Gray wrote and directed his first film, the cheerless but moving "Little Odessa,'' when he was 24. Now 30, Gray achieves full maturity with "The Yards.'' The film is somber, filmed in muted colors. But it is full of action and unexpected plot turns, and is beautifully acted by three veteran performers and three newer ones. 

Caan knows the ins and outs of the gangster world, but he brings a freshness to his role as boss of a minor fiefdom who employs muscle only when threatened. Two Academy Award-winners contribute strong support as sisters: Faye Dunaway as Caan's complacent wife and Ellen Burstyn as Leo's mother, who is desperately worried about her son's safety. 

Wahlberg progresses with each new film. He is totally believable as the fear-ridden Leo. Phoenix is compelling as the quick-tempered, violent Willie. And Charlize Theron ("The Cider House Rules'') registers strongly as a sensitive woman caught between two lovers. 

Distributed by Miramax Films, "The Yards'' was produced by Nick Wechsler, Paul Webster and Kerry Orent. Rated R for language and violence. Running time: 116 minutes.

Oct.16 — Despite high expectations and certainly some commercial pressure in the wake of its chart-topping, six-times-platinum 1999 release, Significant Other, the members of Limp Bizkit proudly say they did not make the new Chocolate Starfish and the Hot Dog Flavored Water with any designs of winning friends or influencing people. 

     “If you hated us before, you’ll probably hate us now,” says guitarist Wes Borland. “If you liked us before, I think you’ll like the new record. There’s nothing new that’s going to win anybody over that didn’t like us. It’s just us — hopefully a little better.” 

     Drummer John Otto, however, says the new release represents “Us, with different edges. There’s a lot of really good melody, and every part is catchy. There’s all kinds of different hooks going on. You could listen to the music by itself, really, but once the vocals get over and Lee does all his DJ stuff, it takes it up to that enormous, killer level.” 

     Led by the dual singles “My Generation” and “Rollin’” — a pattern that’s expected to recur with subsequent releases from the album — the 13-track Chocolate Starfish features a number of musical guests, including Stone Temple Pilots frontman Scott Weiland and a corps of rappers, such as DMX, Method Man, Redman, and Xzibit. There are also spoken cameos from actors Mark Wahlberg and Ben Stiller, who provide what Borland refers to as “interludes, the little icing on the cake here and there between songs.”

     “It’s pretty heavy,” says Otto, “but it’s like us. It’s like Three Dollar Bill, Y’all and Significant Other — they’re definitely us, but they both have different edges. This is the same type of deal. It’s a precious thing to me; I feel good about it. I was kind of concerned, like, ‘Ooh, what are people going to think?’ You go through that in recording, but right now I don’t really care. I’m happy with the work we’ve done, everything about it. I don’t know how to explain it in the best way; there are so many thoughts [that] come into my head when somebody asks me that.” 

     Borland says the group’s plan to promote Chocolate Starfish includes “touring for a long time — tour, tour, tour. And tour some more.” That begins on Thursday at the Continental Airlines Arena in East Rutherford, N.J., when Limp Bizkit and Eminem set off on their “Anger Management” road trip, which will feature support acts DMX, Papa Roach, Xzibit, and others. As for equaling or surpassing Significant Other’s sales, Borland says the group is trying to keep that from being too much of an issue — to the point where some retailers say they’ve been requested not to report sales of Chocolate Starfish to SoundScan. 

     “I think we have a solid fan base that will buy it, no matter whether it’s shunned by the mainstream or not,” Borland says. “That’s who we made it for — them, and for ourselves.”

Their differences can be measured in inches, not yards.

Both have older brothers who had tremendous influences on their lives. Both are coming off huge, mainstream summer hits including "Gladiator" and "The Perfect Storm." Both have changed their names.

Just don't call them Leaf Phoenix or Marky Mark anymore.

"He's real nice to you as long as you don't put the "y" on the end of his first name," says Joaquin Phoenix about Mark Wahlberg, his co-star in "The Yards," which debuts Tuesday at the Chicago International Film Festival.

"Never once did I say, `Hey, Leaf let's get some java,' " says Wahlberg, smiling.

"The Yards," co-starring Faye Dunaway and James Caan, is set in the New York subway yards. Wahlberg plays Leo Handler, a young man trying to get his life on track after a jail stint. Phoenix is his longtime friend Willie Guitierrez who finds himself trapped in this yard world of sabotage, payoffs and murders that trace back to his own ruthless family.

One might think having two of the most popular young actors of their generation on a set could provoke some ruthless ego battles. Think again. Wahlberg and Phoenix enjoyed an almost brotherly relationship.

Born in Dorchester, Mass., 29-year-old Wahlberg grew up poor with five brothers and three sisters. Phoenix, 25, also grew up without a lot of luxuries in a crowed hippie house of four siblings including River, Summer, Rain and Liberty.

Both actors had rough childhoods. Wahlberg admits that while his mother worked as a nurse, "I mostly hung around on street corners, messing around and trying to find some trouble. I almost didn't survive my 'hood." 

Phoenix led a life that was equally deserving of a movie-of-the-week. At age 4, Joaquin was allowed to change his name to Leaf while raking leaves with his father. He wanted to sound more "earthy" like his siblings.

"We had one apartment where it said, `No kids, no dogs.' All of us kids would have to sneak in at night," Phoenix recalls.

Each dabbled in the arts. Wahlberg practiced with his brother Donnie's group New Kids on the Block, eventually forming his own musical outfit Marky Mark and the Funky Bunch. Joaquin made his acting debut on the TV series "Seven Brides for Seven Brothers" (1982), starring his brother River. 

Both also took odd jobs. At 15, Joaquin took off for Central America and dabbled in construction and horses. Wahlberg worked as a bricklayer. 

Each saw their teen lives interrupted by tragedy. 

In 1985, a 15-year-old Wahlberg was sentenced to 45 days in jail for assaulting a man over a bottle of beer. Wahlberg was arrested and convicted for minor felonies including fighting. He did time that he says "saved my life. It taught me that I never wanted to be in that dark of a place again." 

For Phoenix, the bottom fell out when his brother River collapsed in front of the Viper Club on Los Angeles' famed Sunset Strip. It was Joaquin who made the frantic call to 911 begging the operator to help River, who was convulsing on the sidewalk in the midst of a fatal drug overdose.

Phoenix admits that he was "completely devastated" by his brother's death. "I honestly felt like I was walking around in an altered state," he says. "It took me over a year to get my life back."

In the last few years, each of their lives have changed forever. It's been a bit jarring to say the least. 

Phoenix sighs and says, "When I first did press for `To Die For' (1995), I was honestly a bit shell shocked. I wasn't quite prepared," Phoenix says. "I think people misinterpreted that I was being evasive and maybe cold. And that hurt me."

A short career as rap star, followed by a stint as a Calvin Klein underwear model didn't help Wahlberg get taken seriously.

"It's not funny when your mother's friends are talking about how cute you look in your undies," he says. "I got to the point where I had to say, `I'm not going to drop trou anymore. I'm not going to wear Calvins. Get me some Fruit of the Looms and a new career." 

A little movie called "Boogie Nights" put him on the map. Phoenix's turn as an angst ridden youth in Gus Van Sant's film "To Die For" gave his career a life affirming shot of adrenaline. 

But being a hot, happening actor isn't always a piece of cake. As for maintaining any kind of a private life, forget it. Phoenix recently broke up with longtime love Liv Tyler and won't talk about it.

Wahlberg has been linked with everyone from Kate Moss to Winona Ryder to Jennifer Aniston, his co-star in his 2001 flick "Metal Gods."

The tabloids even had him getting into it with Brad Pitt over Jen. "It's all pretty ridiculous," Wahlberg says. "I've met her and we talked about doing a movie together. Period. The worst is that my mom reads the Enquirer and calls up yelling, `I read you stole Brad Pitt's girlfriend!' " 

Phoenix and Wahlberg don't have time to dwell on such trivia. Both are in demand. Phoenix has just wrapped "Quills," in which he stars opposite Kate Winslet, and Wahlberg's "Metal Gods" also is in the can.

But first, there is "The Yard."
Distributed by Big Picture News Inc.

Monty Python may be playing a significant role in HBO Pictures' Vietnam War-era pilot "Lessons Learned" that begins 10 days of filming Monday in Maunawili Valley.

Not the group of British comedians known as Monty Python, but the Honolulu Zoo's 20-foot Burmese python. In one of the hourlong pilot's early scenes, an American soldier wakes up to discover that half his arm is down the throat of the snake.

Lessons Learned Inc, the company producing the show, has built a duplicate of the real snake to use in the pilot, which has a cast of about 40 unknown actors in the ensemble, mostly male.

The production company has not made a final decision whether to use the zoo's snake. If the reptile does appear in the film the shooting must be done at the Honolulu Zoo due to the state's quarantine requirements.

Patrick Shane Duncan, who wrote "Courage Under Fire," "Mr. Holland's Opus," "84 Charlie Mopic," a classic Vietnam War genre for television broadcast in the early '80s on HBO, and the Vietnam War Stories series, is writing and directing "Lessons Learned." Dan Kaplow, who worked with Tom Hanks on the HBO series "From Here to the Moon," is producer.

If HBO gives the go-ahead for "Lessons Learned" to become a series -- expected in December -- filming of 12 episodes may begin here next spring. The Maunawili location, the only set for the pilot, has been transformed into an early 1960s Vietnam base camp that includes a survival school and medical area. The stories will center around a survival school in Vietnam and the training the soldiers go through.

The production received approval in July from the state Department of Land and Natural Resources to base its main set on state-owned Maunawili property, currently part of a banana farmers' co-op and behind the Luana Hills golf course. The production recently met with neighborhood residents to explain what the filming will entail and to work out procedures to keep residents informed.

Georgette Deemer, Hawaii Film Office manager, praised the "Lessons Learned" script and its writer, Duncan. 

"We expect any project coming from HBO to have critical acclaim," Deemer said. "This is a real plum for Hawaii."

In other Hawaii film news, the $100-million-plus "Windtalkers," starring Nicholas Cage and directed by John Woo, completed the Hawaii portion of its production yesterday to return to Los Angeles to finish filming.

And the Tim Burton-directed "The Visitor" -- a sequel of sorts to the "Planet of the Apes" franchise -- has severely scaled back its ambitious shooting schedule, apparently excluding Hawaii from first-unit filming, those scenes where actors are used. However, some second-unit photography is expected here, including background scenes to be used in digital effects.

NEW YORK (AP) - Michael Clarke Duncan is going ape.

The giant actor, who was nominated for an Academy Award for best supporting actor for his role in ``The Green Mile'' has been cast as a silverback gorilla in the remake of the classic ``Planet of the Apes.''

Duncan told the Oct. 20 edition of Entertainment Weekly that his training to play a talking simian has been weird.

``You have to learn to roll your shoulders forward, hunch your back, and round out your arms the way apes do,'' he said. ``I'm also learning how to pick things up with a curved arm.''

Duncan said co-star Tim Roth was already inhabiting his character.

``Tim's excellent, because he's a chimpanzee and shorter to the ground; he kind of looks the part already,'' said Duncan.

LOS ANGELES -- They're sexy and svelte, but that doesn't stop Tinseltown's A-list celebrities from dining out, and dining out often.

And where are they heading?

Linq, for one, which serves Pacific Rim cuisine and opened in February. According to a recent episode of the HBO hit Sex and the City, it's the hottest restaurant in town. Probably so, for Friends actress Courteney Cox Arquette was seen at Mario Oliver's eatery three nights in a row. Geraldo Rivera was recently courting a date (unknown). Also in: Regis Philbin, Rod Stewart, Elle Macpherson, Antonio Banderas and Melanie Griffith, Angie Everhart, James Coburn, David Alan Grier, Mark McGrath, Tori and Aaron Spelling, Judd Nelson, Geri Halliwell, Tony Curtis, Craig Kilborn and Michael Eisner. Gloria Allred looked puzzled when she left the ladies' room. It houses two toilets side by side, no walls. Designer Dodd Mitchell said, ''Girls like to go to the ladies' room together.''

Madonna and Alicia Silverstone request that Walter Manzke, Patina's executive chef, whip up special veggie meals when they feast at Joachim and Christine Splichal's newly refurbished spot. Jennifer Aniston and Brad Pitt dine there, as do Jodie Foster, Hilary Swank, Denzel Washington, Farrah Fawcett, Tori Amos, Daisy Fuentes, Mariah Carey and Luis Miguel, Sherry Lansing, Bryant Gumbel, the Sidney Poitiers and Val Kilmer. Patina just catered Pete Sampras' at-home wedding. Cuisine: French with a touch of California.

Never going out of style is The Palm, just celebrating its 25th year. Julianna Margulies recently dined with Brian Dennehy and the cast of Death of a Salesman. (Her beau, Ron Eldard, co-stars.) Madonna and Guy Ritchie stopped in a few days after she gave birth to their son, Rocco. Michael Douglas and Catherine Zeta-Jones visited just before the birth of their son, Dylan.

Other diners: Brooke Shields, Matt Damon, Ben Affleck, George Clooney, Mark Wahlberg, Sarah Jessica Parker and Matthew Broderick, Mike Myers, Julia Roberts, Adam Sandler, Jeffrey Katzenberg, Leonardo DiCaprio, Billy Crystal, Hank Azaria, Carey and Miguel, and Al Pacino.

A big attraction: maitre d' Gigi Delmaestro, as well as the surf and turf. The Palm recently had a Celebrity Servers night. Waiters included Richard Lewis, Joan Van Ark and Leif Garrett. Judd Nelson tended bar. 

Calista Flockhart and Garry Shandling dined together recently at Hamasaku, a new West Los Angeles haunt. The dining spot brings in Freddie Prinze Jr. and Sarah Michelle Gellar, Warren Beatty and Annette Bening, Oliver Stone, Darren Star, Jason Biggs, Billy Campbell, Cindy Crawford, Barry Levinson, Johnny ''Rotten'' Lydon (of the Sex Pistols) and Steven Weber. Carmen Electra also recently dined with Pat O'Brien. Signature dish: tuna, tuna, tuna (spicy tuna ravioli, tuna tartare and tuna sushi).

The boss, Toshi Kihara, was employed at Ma Maison and Spago before opening his own Asian-fusion restaurant with a sushi bar in March.

Some hot spots are so hush-hush, they frown on promoting clientele. Harrison Ford's son, Benjamin, and his wife, Elizabeth, just opened Chadwick in Beverly Hills. Like his dad, Benji is a private kind of guy who named his place after organic food pioneer Alan Chadwick. It serves Mediterranean/California cuisine, and the buzz is it's the place to go. Sharon Lawrence and Dennis Hopper were guests on opening night. Unforgettable: the bright-orange restrooms. 

Robert De Niro owns a popular Italian restaurant, Ago, in West Hollywood. You may catch a glimpse of DiCaprio, Gwyneth Paltrow, Lenny Kravitz, Tommy Lee, Kilmer, Madonna or Tobey Maguire. According to general manager Stephano Carella, there's no dieting here. ''The celebrities eat!'' Steak Fiorentina is a favorite.

Other sizzling spots: Le Deux Cafe, Cicada and The Green Door. 

That might just be the case with Out on My Feet. The independent boxing picture was supposed to start shooting with Robert De Niro and Mark Wahlberg back in 1997, only to have the crew walk out and sue the production company and its payroll companies for unpaid wages, leading the producer to seek Chapter 7 bankruptcy protection, followed by a settlement with one of the payroll firms, which was approved by the bankruptcy court Wednesday.

And now the film is back in court.

Two similar, but separate, lawsuits were filed in the last month by director Barry Primus and others against the still-unmade picture's producers and investors. 

The first lawsuit was filed Sept. 26 by Primus and Angel Paws, a production design company that was working on the set in a Culver City sound stage when the project was halted in October 1997. That suit is against movie investors Al Lapin Jr. and Peter Lambert, as well as their companies, Entertainment 2000 and Century Entertainment. Neither Lapin nor Lambert could be reached for comment. The suit alleges that the investors committed negligent misrepresentation and fraud by claiming they had the money to finance the film, when they didn't. The workers believe the producers relied on investors' promises in entering contracts with them, the suit says.

The second suit, filed Oct. 3 by Primus, Angel Paws and Lisa Parmet representing a subclass of crew members, is against principals in the My Left Hook production company -- David Pritchard, J. Stanton Dodson and Stanley Wakefield -- as well as their companies, Pritchard/Ecclesine, Empirical Pictures and Global Meidnet. Their attorney, Andrew Zucker, is included as a defendant. Zucker said Tuesday that he hadn't seen the suit and couldn't comment on it, and added that he hasn't been involved with any of the parties for a number of years.

 The workers in the subclass have already been paid a settlement by Axium, the payroll firm, but claim they're still owed money under a California law that slaps penalties on employers for paying late. Section 203 of the California Labor Code lets unpaid workers collect one day's wages for every day a payment is late, up to 30 days. The lawsuit also seeks compensation for workers who had ''pay-or-play'' contracts who, they say, are still owed money beyond the settlement.

Alan Harris of Harris & Ruble, an attorney for the crew members, said the law is little known in the film industry and thus seldom used, even though, in his words, the business ''is notorious for late payment or non-payment of its crew members.''

Ed Gartenberg, an attorney who represents the My Left Hook principals in other litigation, said he couldn't comment on the new suits because he hasn't been asked officially to represent the defendants, who haven't, according to Gartenberg, been served with the suit yet. The attorney represented the financiers in yet another suit, brought by a payroll firm called Avalon, claiming it hadn't been reimbursed for two weeks of payments made to the workers, and over a bonus arrangement that was supposed to keep the crew in place. That complaint has been amended twice after Gartenberg made successful motions for demurrers; a hearing is set in that still-pending case Oct. 30.

De Niro was to have been executive producer of the film, based on the life of boxer Vinnie Curto, who wrote the screenplay with Larry Golin. Curto was to play his father -- a bittersweet role, since the film was to explore the sexual and psychological abuse Curto allegedly suffered at his father's hands. Wahlberg was cast as Curto, and De Niro as trainer Angelo Dundee. Pre-production had begun on a budget of approximately $8.5 million, according to papers filed in connection with the litigation. De Niro was to have been paid $1 million, and Primus $250,000.

Despite the ongoing legal story, the project appeared to find new life last April, when 1st Miracle Group announced that it planned to make the picture. Martin Landau, who serves on 1st Miracle's board, was listed as executive producer.

Primus is best known as the director of Mistress, an earlier movie about the travails of an independent filmmaker trying to finance a picture.

SYDNEY (Variety) - ``Nutty Professor II: The Klumps,'' ``Scary Movie'' and ''Space Cowboys'' were among the films to breathe some fire into the foreign box office over the weekend, while ``X-Men'' evolved into Fox's second film of 2000, after ``The Beach'' to pass the century mark overseas.

After $6.7 million weekend, ``X-Men'' has a foreign total of $106.1 million, more than half of which comes from Europe. The Hugh Jackman starrer drew a top-ranking $2 million in Spain and $3.6 million in Japan, while Bulgaria bowed with a great $42,665.

``The Klumps'' (foreign total: $21.2 million) grabbed top spot in the U.K. with $2.5 million (ahead of a great second lap for ``Billy Elliot,'' which rose 13%), and earned a good $414,550 in the Netherlands. The Eddie Murphy pic was so-so in Finland ($75,250), Poland ($97,240) and Malaysia ($78,970) and weak in South Korea ($55,200).

``Scary Movie'' (foreign total: $42.2 million) spoofed to the top spot in Germany with $4.4 million (which was 16.5% better than the local bow of ``Scream 3''), ahead of $650,000 for ``Disney's The Kid'' (foreign total: $15.1 million) and ``The Road to El Dorado'' (foreign total: $12.5 million), which spluttered a weak $625,795.

``The Perfect Storm'' (foreign total: $137.8 million) held onto top spot in Italy, ahead of local picture ``Faccia Di Pacasso'' and ``U-571'' (foreign total: $37.5 million).

Ang Lee's ``Crouching Tiger, Hidden Dragon'' climbed into the top spot in France (and a 25% Paris marketshare), with $2 million, ahead of a good $32,165 for ``Galaxy Quest'' (foreign total: $19.1 million).

In a $6.1 million weekend, ``What Lies Beneath'' (foreign total: $30 million) thrilled top spot bows in the Philippines ($202,480), South Africa ($157,290), Peru ($69,580) and Central America ($62,975) and also sleuthed $445,890 in Argentina.

``Dinosaur'' (foreign total: $74.2 million) drew Thailand's largest ever bow for an animated film (beating ``Tarzan'' by 20%) with $440,000, in the kingdom's third best bow this year after ``X-Men'' and ``Mission'' Impossible 2.'' With Europe still to come, the picture will easily become Disney's fourth $100 million grosser this year.

``Space Cowboys'' (foreign total: $13.3 million) lifted $216,620 from Belgium and $61,120 from Portugal, and landed top spot in Australia ($834,535), ahead of local pic ``Bootmen'' and ``Reindeer Games'' (foreign total: $5.7 million), both U.S. duds.

In a $2.9 million weekend, ``Coyote Ugly'' (foreign total: $14.5 million) nabbed $170,000 in the Netherlands and an OK $70,000 in Greece and $50,000 in Taiwan.

``Shaft'' was good in Portugal ($121,710), OK in Taiwan ($174,730) and weak in Indonesia ($57,880). ``Me, Myself & Irene'' (foreign total: $46.6 million) laffed a very good $141,525 in Hungary, beating the bow there of ``There's Something About Mary,'' while ``Big Momma's House'' (foreign total: $51 million) laffed a great $12,890 in Estonia.

In The Yards you worked with young Hollywood's hottest, Mark Wahlberg and Joaquin Phoenix. Big -futures?
Some of these kids are great. I love Mark to death. I feel like he's my stepkid. He's a tough kid, but extremely gentle and sensitive. And Joaquin is extremely talented, although neurotic, nuts.

How so?
The first day, I felt like some god. He was like [Whining], "You think I stink, don't you?" I'm like, "How about saying hello, how do you do? I don't know you!" But we got pretty close. He's a great kid.

Are you happy that your son Scott is following in your footsteps?
I'm so proud of him. He kind of has to get through the garbage. [Smiles] But I was really impressed with him in Varsity Blues. I haven't seen Gone in Sixty Seconds yet. There are certain pictures he doesn't like me to see.

You were fresh out of New York theater when you did El Dorado, with John Wayne. Was that daunting?
If he could intimidate you, he'd stay on you. He liked me because me and the stunt guys roomed together, went south of the border every weekend, had barroom brawls, whatever. Duke just loved that. He made me play chess, too. We're playing one day, and I get a phone call. I come back and go, "Hey, that fuckin' rook wasn't there. It was over there." He goes [In Wayne's signature drawl], "The hell it was." That cheat, he was like a 12-year-old kid. [Laughs] But I loved him.

It seems that anyone connected to The Godfather has a story about how they made it work. What's your take?
They're all full of shit. Everything was Francis [Ford Coppola], trust me. The great story is that Francis gets the script; calls me, Bobby [Duvall], Al [Pacino], and [Marlon] Brando; we go up to San Francisco, and for the price of four corned beef sandwiches, we did a couple of improvs. He sent this [to Paramount] and said, "This is my cast." Two months later, I get a call from Francis. "Jimmy, why don't you come in and test?" "Test what? A Porsche?" He says, "Please. They want you to play Michael." But Francis knew; he wanted Sonny to be the Americanized guy in the family. So I flew in, and they had every actor you could mention there. The studio spent $420,000 doing that, a huge sum in those days, and Francis wound up with the same cast he had for the four corned beef sandwiches.

You're German-Jewish, but thanks to your portrayal of Sonny, everyone thinks you're Italian.
I won the Italian of the Year twice in New York. I kept saying, "You don't -understand. I can't accept this!"

Care to comment on talk about how you're "connected"?
Do I have friends that are . . . in a different business? [Laughs] The ones that are my friends, I know for a fact they've never shot anybody or hurt anybody, you know?

You were largely absent in the '80s. What happened?
"Jimmy, you're number one at the box office!" "Oh, really? I'll fix that! I'll quit!" [Laughs] It was all part of a self-destructiveness problem.

Meaning your drug abuse. What was it like to live through that?
All this justification shit goes on: "This shit ain't bothering me!" Meanwhile, I'm losing friends and family members, and I hurt people. It wasn't -conscious. You don't think about how your kid wakes up in the middle of the night and you're not there.

Misery was something of a comeback for you, and a different kind of role.
Rob [Reiner], I think very cleverly, thought, "Let's get the most neurotic actor, the most antsy guy in Hollywood, and put him in bed for 13 weeks." And it works.

From your perspective, what are directors like now as opposed to your early days?
I feel there are a great number of directors today who couldn't care less about actors. There are a couple in particular who have made conscious efforts, starting way back, to hire guys who are absolutely perfectly mediocre, so they would not distract from their directorial prowess. Weird, huh?

You're on a roll now. Do you feel good about your career?
I like working now more than ever. I guess there were times when I wasn't the most pleasant bastard in the world, but I don't feel in my heart I ever cheated anybody. I've never missed a day. I'm proud of that.

   Mark Wahlberg plays Leo Handler, a goodhearted young man just out of jail. Genuinely wanting to go straight, Leo arrives for a homecoming party attended by his devoted mom Val (Ellen Burstyn) and family members, including his cousin Erica (Charlize Theron), Val's sister Kitty (Faye Dunaway), and Kitty's new husband Frank (James Caan). Also present is Leo's best friend--now Erica's boyfriend--Willie Guitierrez (Joaquin Phoenix).

   Hinting at the complex and layered relationships among the extended family, Gray quickly sets up Leo's dilemma: He needs work, but his prison record and parole status leave him few options. As a favor to his wife, the well-connected Frank offers Leo a low-level position. But Willie, who works for Frank as a collection agent, brings Leo on his team for some lucrative but highly illegal jobs. When a pickup goes awry, a station worker is killed and a cop left critically wounded. Though Willie is to blame, at Frank's urging, he fingers his best friend.

   With forced rapidity, Leo begins to perceive both the limits of Willie's loyalty and the enormous extent of Frank's influence on local politicos. Going into hiding, he tries to outrun Willie's henchmen, which makes for some tense, action-filled moments. Tautly edited and thankfully lacking the overblown musical score that has become so commonplace among action movies these days, the chase scenes are heart-stoppingly effective.

   "The Yards" is bleak, to be sure, but Gray's writing is so smart and his direction so forceful that it gives the material exceptional texture and depth. The actors give richly shaded, beautifully nuanced performances, especially Wahlberg, Phoenix and Theron, each doing some of their finest work to date.