Rap artist-turned-actor Mark Wahlberg didn't have to do much research for his latest film role as a criminal trying to go straight. He simply recalled an episode from his wild teenage years, he tells Sheila Johnston

MARK WAHLBERG is telling me how he went to prison to research The Yards, in which he plays a young man fresh from doing time. His small eyes are crinkled with laughter lines, though the two deep vertical creases between them give him a permanently perplexed look.

"They put me through the booking process," he recalls, "gave me an ID, stripped me down, took my picture and threw me in the holding tank. All these young kids were sitting, looking at me, 'Where do we know this guy from?' "

Nothing unusual so far - it's all standard "how I prepared for this movie" stuff. But then he says: "The rumour mill started right away. I went to visit a friend afterwards who said, 'I heard you were back in prison - what happened? You had a career, you stupid f---, you're the only one that we're proud of.' It brought back a lot of memories."

At the age of 29, other talented actors have an Oscar to their name. Wahlberg has a criminal record. The charge was assault, of a Vietnamese man who later lost his sight in one eye. Wahlberg, then 16, was with a group of friends, trying to steal a crate of beer. They were drunk and high, he says now, but that was no excuse. "I did the crime, I hurt this person and so I had to take responsibility for it."

Wahlberg's jailbird protagonist in The Yards plans to go straight but is soon inveigled back into a life of crime. "Mark's character is so ill-prepared," says James Gray, the director. "He really is a victim of circumstances." 

Was Wahlberg himself a victim? The youngest of nine children, he grew up sharing a bedroom with his five brothers in the working-class district of Dorchester, Boston. "My father had even more children - he was married before he met my mom. He was a Teamster, a truck driver. Lotta miles on that guy." His parents split up when he was 11, though he remains close to both and mentions them with obvious warmth several times during our interview.

He was well on the way to the bad (he openly admits now to his involvement in robbery, drug dealing and vandalism) before hitting the penitentiary; his older brother Jim was already inside. Mark served 45 days of a two-year sentence. "It was strange being locked up. Sitting there with the guys I'd wanted to be like when I was a kid. There I was. I'd made it. And it wasn't what I thought it was going to be."

Chastened, he pulled his act together. Another of his brothers, Donny, had had some success with the teenybopper group New Kids On The Block and encouraged Mark to follow suit. As Marky Mark, white rapper, his first album went platinum. "Marky Mark was not the high point of my career. But it's cool. Not many people can say they've done as many things as I've done, in such a short time."

There was soon to be more. A keen bodybuilder, he landed some modelling assignments, most famously on a nationwide billboard campaign for Calvin Klein, which featured Wahlberg wearing nothing but his smalls and a smile. The film offers came at first on the strength of his body.

"I knew people were laughing at the idea of me being an actor, but I just said, 'OK, I'm going to work with interesting people who know where I'm coming from and can use it on screen.' I think that's why it worked. If I had been obsessed and out to prove them all wrong from the get-go, I'd have been in big trouble."

At our meeting he looks far from hunky, indeed, if anything he is on the scrawny side. He puts it down to his latest role, in a film about heavy metal rockers. "I've been starving myself. They said there weren't really any muscular, heavy-set metal stars in the Eighties. They couldn't find any Spandex to fit me."

Does he miss the music world? "I miss the freedom: you show up when you want, you change the show. But movies gave me the discipline I needed at that stage in my life." Besides, what could be sadder than an ageing bad-boy rapper? "I can't see myself now on MTV playing my video or being a judge at karaoke shows," he agrees.

Against the odds Wahlberg has proved to be no mean actor, making his mark opposite Leonardo DiCaprio's heroin addict in The Basketball Diaries, in the Gulf War drama Three Kings and, above all, in Boogie Nights, in which he turned a potentially absurd character - a fabulously well-endowed porn movie star - into a sad, touching figure.

This summer he notched up his first big film hit, co-starring with George Clooney in The Perfect Storm before signing up for Tim Burton's remake of Planet of the Apes. In the role originally played by Charlton Heston, he is an astronaut who discovers a community of super-intelligent simians. He falls for Helena Bonham Carter's ape princess; reports are currently leaking from the set of studio alarm at their "weird and unnatural" love-making scenes.

The man noted for macho swagger (in 1992 he dedicated a pictorial book on himself to his penis) is now saying, in a voice so soft you have to lean forward to hear, "The hardest part about doing what I do is being away from my family. And not having the opportunity to meet somebody who's just going to . . . [he trails off into a mutter, almost sadly] to love me for me."

This little-boy-lost air immediately makes you soften towards him, doubtless as intended. Yet he remains notorious for his constant stream of female companions, most recently Jordana Brewster, from the horror movie The Faculty.

His claims to pray each night - even after sex, of the premarital variety, for which he says he begs the Lord's forgiveness - are also a little hard to take at face value.

But he has remained in touch with his boyhood priest, Father Flavin, whom he flew out to Los Angeles for some quality time together on the golf course. Interviewed last month about his protege by the New York Times, the priest commented affectionately: "He's the best con artist I ever met." In short, Wahlberg is a mass of contradictions.

The womanising is, Wahlberg maintains, grossly exaggerated. "My mom called me up because she read that I took Jennifer Aniston [who plays his girlfriend in the heavy-metal movie] away from Brad Pitt, and he was sneaking on to the set to see if I'm in her trailer. She's screaming at me, 'What the hell are you doing - you leave that guy's girlfriend alone!' She read it in the National Enquirer. She believes everything. I got more shit for supposedly stealing Winona Ryder from Matt Damon."

The name of Damon (just a year older than Wahlberg and a fellow Bostonian, but from the right side of the tracks) sends him off on a new and surprisingly caustic rap.

"He doesn't want to be a Hollywood movie star. He wants to have been to jail, and say he's tough. He's very lucky he didn't have to grow up in Dorchester - he was close enough to know what it's like and to be able to play it in a movie without having had to experience it."

It's sometimes suggested that Wahlberg has exploited and romanticised his own rackety past. Yet when the media first heard of his prison record, he was accused of a cover-up. He says now that he would like there to be no doubt about where he stands on the matter.

"I wanted to grow up in a perfect house, go to a private school in a limousine and have a great education. And now I don't plan on being the tough guy, I want to be the good guy when I go home and lay down at night, know what I mean? I've done things as a kid that made that hard, but I was able to change myself and I'm proud of it. But I don't think anyone should want to have my life, no way."

The Yards opens on Friday 

JOAQUIN PHOENIX has just turned 26, but he has been acting for nearly 20 years and has a lot of living behind him. "His face is ambiguous, good-looking but slightly off-centre, with a tragic quality," says the director James Gray, who cast him in The Yards as a cocky young spiv working on New York's subways.

Here's how Phoenix describes his character: "I don't think he's a bad guy. He's obsessed with trying to create the ideal family. He's the product of a broken home and his tragedy is that the one person he looks to as a father figure betrays him. It's the dilemma of my generation. We're urged to pursue the American Dream, but we don't have the parental guidance to make life-altering decisions."

Phoenix has strong views on this. His parents, Arlyn Dunetz and John Bottom (who understandably changed his name), were hippy dreamers who spent the Seventies drifting through North, Central and South America. Joaquin Raphael Phoenix was born in Puerto Rico, the middle child of five (two boys, three girls), flanked on one side by the elder siblings, River Jude and Rainbow Joan Of Arc, and on the other by Liberty Butterfly and Summer Joy.

Conforming to nonconformity, Joaquin decided, aged three, that he wanted a fancy moniker too, and called himself Leaf. The family liked to do everything together. "Whatever one of us did, the others just seemed to naturally gravitate towards. I'd get a skateboard, and my two younger sisters would buy skateboards too and come trailing behind me." 

They returned to the US, via Venezuela, when Leaf was three. Money was tight, and at Christmas the children sang Beatles songs for nickels and dimes on the streets of Westwood, California. It was a shared dream to break into show business. "We were always singing, playing music and painting. My brother started acting and we all pursued it, kind of simultaneously. So we looked for an agent who would take all five of us, because my parents didn't want to split us up."

They signed with Iris Burton, a tough-sounding cookie who later said, "Kids are pieces of meat. I've never had anything but filet mignon; I've never had hamburger." (Not a particularly apt metaphor in the case of the Phoenix clan, who were all vegans.) Leaf was seven when he landed a small role on television, but he first attracted attention in the 1989 film comedy Parenthood. Then he dropped out. Good scripts were few and he preferred to travel with his father. Later he had a more compelling reason for staying out of the limelight.

Last week saw another, sadder anniversary: River's death from a drugs overdose at the age of 23. Joaquin (who had by then reverted to his birth name) was there that night - Halloween, 1993 - at Johnny Depp's Los Angeles club, the Viper Room. His phone call to the emergency services was broadcast and published around the world. He was "shell-shocked" by the intrusion. Asked now if it brought his family closer together, he mutters "We were always close," and, with that, he makes it clear, the matter is closed.

One respects his reticence. After the tragedy, the media were full of threadbare homilies about the counter-cultural life style. Some painted the Phoenixes as pushy stage parents whose ambitions destroyed their son. Yet Joaquin talks of them with affection and unswerving loyalty.

"There's not much I would change about my life. What my parents instilled in me was family, love, relationships. It sounds simplistic, but that's how I was raised and these things really are important." He's still with the same agent, whom he describes as "very maternal". He still sees his family constantly. Rainbow (now called plain Rain) and Summer are still acting.

Joaquin returned to film acting in 1995, in the media satire To Die For. It was a poignant choice for a youngster trying to shake off the past. Not only was its subject the perils of celebrity, but its director, Gus Van Sant, had also cast River in his first important role, as a male prostitute in My Own Private Idaho, and had later used Rain in Even Cowgirls Get the Blues. But Joaquin won praise for his touching and funny performance as a trailer-park teenager seduced by Nicole Kidman's brash weather girl.

I eye him across a roulette table in a (closed) Cannes casino. He's handsome, but in a more jagged, rough-edged way than River. Pale-green eyes contrast dramatically with his almost black hair, while a scar above his lip (a birth defect, he insists, not the legacy of a scrap) lends a vague menace.

Some interviewers describe him as "inarticulate" and "tense", and there's a sense of barely contained energy, or violence (a fight scene with Mark Wahlberg, his co-star in The Yards, left both battered). But he has a dry humour. His brother once described him as "the family clown: very witty, very smart". Friends call him Joaq, as in "joke". But this year he has staked a strong claim to being taken seriously, with three contrasting movies.

One is the grittily contemporary The Yards (screening next Tuesday at the London Film Festival before going on release from the end of the week). He was also the arrogant and neurotic emperor in Gladiator, whose success continues to surprise him. "I must be naive, because I thought, 'I don't want to see this - it seems to be all about black leather and nickel-plated swords.' "

He appears in Quills, the story of the Marquis de Sade, which is showing today at the London Film Festival (it goes on general release in January). Towards the end of his life, de Sade (Geoffrey Rush, from Shine) was interned in the Charenton insane asylum. "I'm the priest and administrator, an optimist and idealist, with unorthodox methods. He uses artistic expression as a means of exorcising mental illness. But underneath all his seeming contentment are strong desires." 

These fasten on de Sade's lusty yet virginal chambermaid, played by Kate Winslet. "If any two people should fall in love, it should be them, but this man is married to God. I'm a sex machine enclosed in this cassock. It's something that the Marquis sees in my character and tries to draw out. It's about how we repress our natural desires and how they sometimes manifest themselves in other ways that are more brutal."

Phoenix remains busy. He begins work soon on Buffalo Soldiers, based on Robert O'Connor's novel about American soldiers in Berlin just before the Wall came down. Will he be a winner in the roulette game of Hollywood? The odds are good for an actor with certain talent, and one who has been maturing in the ascetic Nineties, not the excessive Eighties.

Phoenix isn't laying any bets, however. "I've no idea what they want, man," he groans. "I just try to get by."

SYDNEY (Variety) - The unlikely duo of ``Scary Movie'' and ``Space Cowboys'' helped revive the flagging box office in a few territories last weekend, while most of Europe remained in a fall stupor.

Typifying the box office blues, ``Book of Shadows: Blair Witch 2,'' plunged by 57% after an unimpressive debut in the U.K., taking $3 million in 10 days, while ``Chicken Run'' laid an egg in Taiwan. Guy Ritchie's gangster caper ``Snatch'' fired blanks in Spain and Poland after minting a splendid $17.3 million in its native Blighty.

``The Patriot'' joined the club of titles that have grossed $100 million overseas this year after distributor Columbia TriStar Intl. recalculated its earnings at the end of its run and came up with $100.8 million. Stablemate ``Hollow Man'' climbed to $99.1 million on the back of a $3.3 million weekend and will cross the century mark in a few days -- the 14th film to do so in 2000.

``Dinosaur'' is knocking on the $100 million door with $92.2 million in the till, fueled by the U.K.'s $16.8 million through its fourth weekend. That means the animated picture has outgrossed the lifetime U.K. results of ``Hercules,'' ``Mulan,'' ``Pocahontas'' and ``The Hunchback of Notre Dame'' and it's just 20% below ``Tarzan.''

``Scary Movie,'' the frame's top earner, raked in $8.8 million from 34 territories, elevating the foreign total to $84.9 million. The horror spoof seized a uniformly potent $1.8 million in Spain, $680,000 in Belgium ($1 million including previews) and $428,000 in Switzerland ($688,000 with sneaks). ``Scary'' had a solid sophomore session in France, clocking $6.9 million in 12 days, where ``The Yards'' a thriller toplining Mark Wahlberg and Joaquin Phoenix, notched $684,000.

``Space Cowboys'' roped in $5 million from 31 countries as the foreign total reached $25.2 million. The aging astronauts fetched a hearty $2.5 million in three days in Japan -- the weekend ranked as the third-highest ever for a Clint Eastwood picture in the territory behind ``A Perfect World'' and ``The Bridges of Madison County''

In Germany, ``Cowboys'' commanded 34% of the top five titles' receipts, nabbing $1.4 million, Eastwood's third-best entry after ``Perfect World'' and ``In the Line of Fire.''

Robert Zemeckis' ``What Lies Beneath'' scored $1.1 million in four days in Australia, $310,000 in Greece and $259,000 in Sweden -- taking the top spot in each country. A $6.2 million weekend hiked the foreign total to $67.9 million, highlighted by the U.K.'s $11.1 million in 17 days.

Stephen Daldry's ``Billy Elliot'' was warmly embraced Down Under, ringing up $711,000, including the prior weekend's previews, and has amassed a terrific $18.3 million through its sixth weekend in its native U.K.

``Coyote Ugly'' launched with a tepid $1.2 million in France but was more robust in Belgium with $390,000 (better than ``The Rock'' and ``Con Air'') and Thailand at $225,000. The picture has stumped up a pleasing $2.7 million through its third lap in the U.K. and, with $31.2 million in the kitty and Japan and Australia ahead, it has a shot at matching domestic's $57 million.

``The Exorcist'' reissue gripped Hong Kong audiences, posting $616,000, Warner Bros.' ninth-highest premiere of all time in the territory, beating ``The Perfect Storm'' WB said William Friedkin's thriller also topped the bow of ``The Ring'' the Japanese picture that is the highest-grossing horror flick ever there.

``Crouching Tiger, Hidden Dragon'' came up short with $571,000 in Japan, a market that usually rejects martial arts movies that aren't homegrown. Still, Ang Lee's Chinese-language actioner has picked up a tidy $13 million from the rest of Asia.

``X-Men'' (foreign total: $131.2 million) fell by 40% in Italy but retained the top spot, beaming up $3.1 million in 10 days.

An underachiever abroad, ``Shaft'' lobbed into Argentina with a blah $186,000 and dropped by 32% in Germany, taking a fair $3.6 million in 11 days, and by a worrying 46% in Oz for $1.7 million in 11 days. The foreign total is a paltry $14 million from 20 territories.

Mark Wahlberg knows how badly director James Gray feels that their new movie, "The Yards," did not gross a lot of money.

"He's very depressed that it's not doing well," says Wahlberg, who stars as an ex-con who goes back to the old neighborhood and tries to stay straight.

"Fifteen years from now," says the actor, "they'll remember this movie more than the $100 million movies I've been in. I would finance James Gray's next movie, and I know other actors who would do the same thing. He's the real stuff."

Gray may be down, but he's not idle. "He's writing a cop drama for me right now," says Wahlberg. "Hopefully, we can get it done. We've talked to Jimmy Caan and Sean Penn, and they're interested in being in it, too."

HOLLYWOOD, Nov. 5, 2000 -- Mark Wahlberg is landing huge film roles left and right, but he hasn’t become too big for his britches to remember his past glory as a barely clad rapper. 

Now Wahlberg is mulling over a possible return to the music world, thanks to his latest movie role. 

Wahlberg portrays a heavy metal singer in "Metal Gods," and the role made him think about returning to the days when he was hitting the music charts as Marky Mark of Marky Mark and the Funky Bunch. 

"I miss the freedom of being a musician. You show up when you want, go on when you want, but movies give me the discipline I needed," Wahlberg has said. "If I don't have to be a judge on karaoke shows on MTV, then I might go back to music." 

As the rapper known as Marky Mark, Wahlberg scored a hit with "Good Vibrations" and found success as a model for Calvin Klein underwear. He also sang in the film "Boogie Nights" and appears on the movie’s soundtrack. 

When writer/director James Gray talks about his new film ''The Yards,'' he sounds far older than his 31 years, his sensibility shaped not by TV and MTV but by grand opera and Greek mythology. In a telephone interview, Gray's soft-spoken enthusiasm for his second feature sounds nothing like the techno-speak of many of his peers. He mentions digital video just once, to say he has no interest in it. Instead, Gray talks about being ''obsessed'' by the verismo operatic tradition of the early 1900s, and cites as his influences operas by Puccini and Verdi, the social-realist writings of Emile Zola, and classic mythical figures such as Sophocles' Ajax.

The Queens native was gunning for Kazan and Coppola territory with ''The Yards,'' a gloomy tale of family loyalty, corruption, betrayal, and redemption that stars Mark Wahlberg as Leo Handler, a young ex-con trying to stay straight in a world where politics and business, graft and greed, intersect. If ''The Yards'' hasn't convinced all critics that noir-ish movie melodrama is alive and well in the new millennium, Gray maintains that his old-fashioned dark morality tale is the sort of film that kept Hollywood in business during the 1950s, though it may have fallen out of favor.

''This is not the kind of movie people are making now. I was an idiot for trying to do it,'' he says. ''I'm not ironic or cynical. Identification with emotional states is sneered at or laughed at today. A postmodern distance is not my taste.''

Gray's taste, instead, runs to ''the details of human emotion,'' he says, and to three films that are, unapologetically, the cinematic ancestors of ''The Yards'': Kazan's ''On the Waterfront,'' Coppola's ''The Godfather,'' and Visconti's ''Rocco and His Brothers.'' All three films are sweeping, ambitious tales of family, vindictiveness, battles between corruption and virtue, that end with classically tragic denouements.

''The Yards'' pays homage to ''The Godfather'' with the casting of James Caan as Frank Olchin, the owner of an electrical parts company that contracts with the New York transit system. Several moody, dimly lit scenes in ''The Yards'' echo Coppola's classic that launched Caan's career, none more so than the eerie scene in which Leo creeps into a dingy hospital ward intent on murdering an injured cop before he starts to talk.

Gray's melancholy debut in 1994, ''Little Odessa,'' about Russian Jewish immigrants in Brooklyn, primed audiences for the young director's attraction to archetypes, dark underworlds, and moralistic storytelling. Made when Gray was just 24, ''Little Odessa'' starred Tim Roth, Maximilian Schell, and Vanessa Redgrave and earned Gray notice for the film's respected talent and its distinctive visual style.

Gray returned to Queens to shoot ''The Yards'' (locations in Brooklyn, Manhattan, Roosevelt Island, and New Jersey were also used). ''On the set, I saw friends from grade school, PS 173, that I had not seen in 15 years. It was very weird, but I loved doing it,'' he says. ''It was a dream come true to make a film in my own neighborhood.''

But ''The Yards'' draws on memories more searing than revisiting the streets where he grew up. Gray's father, Irwin Gray, serves as a model for the James Caan character, an essentially decent guy who must play the game to survive in New York's clash of business, politics, and patronage. The elder Gray was once a partner in an electrical parts company that supplied New York's MTA. Gray recalled his father's stories of corruption among business leaders and politicians in New York during the 1980s. A small New Yorker item in October was the first time director Gray publicly connected ''The Yards'' with his father's real-life indictment for bribing a transit official (who committed suicide during the investigation). Irwin Gray later pleaded guilty to several charges, paid a fine, and received a suspended sentence, says Gray. 

There's another connection to the film that is more personal, more tragic. In ''The Yards,'' Ellen Burstyn, as Leo's loyal, burdened mother, is debilitated by a heart ailment. Gray's mother died after several years battling a brain tumor that was diagnosed in 1987, just about the time that the federal government started to pursue Irwin Gray, and just about the time James Gray left New York to study film at the University of Southern California.

He was surprised at how the kind of unethical practices depicted in ''The Yards'' has been greeted as business-as-usual. ''Audiences tend to be ho-hum and blase about political corruption. ... The difference between drama and tragedy is that characters can make choices to motivate change in a drama. Classic tragedy determines fate by forces more powerful,'' he says.

Like the films of the neorealists he admires, the two works in Gray's oeuvre so far are not just visually striking (he's a painter as well as filmmaker) but also provide meaty parts to rising and veteran actors. Actresses fare less well in these manly sagas of mobsters, sleazy pols, and ex-cons. But still, when was the last time Faye Dunaway, who delivers a subtle performance as Olchin's stoic wife, Kitty, got to portray a blue-collar bourgeoise? (''She hated those glasses I made her wear,'' chuckles Gray.) He also delights in quirky casting. Steve Lawrence - yes, that Steve Lawrence, of Steve and Eydie fame - gives a surprisingly juicy turn as borough boss Arthur Mydanick. 

''During preproduction I saw him on `Politically Incorrect' and thought he would be perfect. I became obsessed with casting him,'' says Gray. ''I flew to Vegas, where he was doing his show, and then back in New York I played an audition tape for Harvey Weinstein. Harvey [one of the film's producers] wasn't sure. So I told him I was willing to pay for any days we had to reshoot Steve's scenes. Now Harvey loves him.''

Gray is working on another script, and though he's not saying much about it, there is no indication that he's about to abandon operatic traditions to become ''Mr. Hip and give people what they want.'' Despite mixed critical reception for ''The Yards,'' he believes there is room for this kind of filmmaking. ''Of course I want good reviews, but I can't think like that. The only thing I can do is make films from the bottom of my soul and make the passion show,'' he says. ''People can't spend their lives watching comedy.''

From Reel to Real: HBO's hit series "The Sopranos" is part of our pop-culture lexicon. When federal agents arrested a slew of alleged mobsters for stock scams last summer, for example, it was billed as the real-life "Sopranos" case. But the feds' long investigation into the alleged mobsters on Wall Street had already made news, back in the old pre-"Sopranos" year of 1996, thanks to Gary Weiss' reporting at Business Week. Now Weiss has a six-figure book-and-movie deal at Warner for "Born to Steal: A Life Inside the Wall Street Mafia." His agent, Mort Janklow, and actor Mark Wahlberg are already attached to the project, according to both Variety and Wahlberg's agent. Consider it "The Sopranos" meets "Boogie Nights."

BURBANK, Calif.--(ENTERTAINMENT WIRE)--Nov. 2, 2000-- Celebration of Heroism Culminates With VHS/DVD Launch Event in Boston Harbor Honoring the American Red Cross, 

United States Coast Guard and Air National Guard 

When three raging weather fronts collided on Halloween Eve 1991, producing the greatest storm in modern history, rescue teams from across the nation were called into action. In anticipation of the Nov. 14 VHS/DVD release of ``The Perfect Storm,'' Warner Home Video will honor the men and women who risked their own lives to save those lost and stranded at sea and those who worked tirelessly to rebuild the ravaged New England coast. 

To raise awareness for the round-the-clock bravery of the American Red Cross, Warner Home Video begins its celebration of heroism today, with the launch of an international ``Tell-a-Friend'' e-mail campaign. The e-mail message and ``The Perfect Storm'' Web site will provide a way for the public to help the American Red Cross disaster relief programs. 

Every time the e-mail is passed along, Warner Home Video will donate 5 cents, with the ultimate goal of raising $50,000 for the American Red Cross, which provided assistance and shelter to more than 3,000 families in need during the infamous storm. It is anticipated that more than 1 million people from around the world will receive the electronic message. The results will be tracked by @Once, the one-to-one e-mail marketing company that designed and launched the campaign. Supporters can access the e-mail at www.perfectstorm.com/email. 

The donation, generated from the e-mail, will be presented to the American Red Cross on Nov. 13 during a celebration of the heroes involved in the devastating storm. ``The Perfect Storm'' cast and Massachusetts Governor Paul Cellucci are expected to join Warner Home Video in honoring the United States Coast Guard and Air National Guard, as well, for their tireless dedication to the protection and rescue of countless lives. 

Warner Home Video will also make $25,000 donations to both the United States Coast Guard for the benefit of the New England coast and, on behalf of the Air National Guard, to the Special Operations Warrior Foundation, a nonprofit scholarship fund for children of special operations men and women who died in the line of duty. 

Additionally, a portion of the donation will go to the establishment of a memorial for Air National Guard Technical Sergeant Rick Smith, who lost his life during the rescue mission to save those aboard the sailboat Sartori, as depicted in the film. Accepting the contributions will be the ``real life'' Coast Guard and Air National Guardsmen depicted in the film. These men will also perform a helicopter search-and-rescue demonstration similar to the real-life scenario featured in the film. 

``The Perfect Storm'' is based on the dramatic events that took place in the waters of the North Atlantic nearly nine years ago. On Nov. 14, Warner Home Video brings the $180 million box-office thriller to VHS and an astonishing, effects-packed DVD. 

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. 

HOLLYWOOD (Variety) - Sunday morning, hours after they departed the SRO Beverly Hilton ballroom where their Carousel of Hope Ball raised more than $6 million ($1.5 million from Marvin) benefiting the Children's Diabetes Foundation, Marvin and Barbara Davis were hosting a lavish lunch for the out-of-town guests plus participants in the fundraiser.

Marvin still couldn't get over the ball's finale when he saw wife Barbara on stage shaking it with Ricky Martin -- who had the entire ballroom on its feet dancing.

Barbara had also told Michael Jackson, ``Ricky wants to meet you.'' So Jackson and his date Elizabeth Taylor made their way backstage with Barbara, who shoved Michael onstage for a brief moment in the spotlight with the new king, Ricky Martin. Martin had flown in from Australia with his entire troupe to perform gratis, as did the other artists.

I had been annoyed by Jackson and Taylor, who were sitting directly in front of our table. I thought them rude as they engaged in conversation during Ricky's first two numbers. Jackson's doctor, dermatologist Arnold Klein, had sidled up to talk with them during Martin's performance. (Klein's nurse Debbie Rowe, you recall, married/divorced Michael and bore him two children: son Prince, 3-1/2, and daughter Paris, 2-1/2). Jackson and his children have been regular (biweekly) visitors at the Davis' home and the offspring get high marks from Marvin.

John Davis had birthday-gifted dad Marvin with two tiny donkeys which graze on the lush lawn; the celeb lunch bunch had a full view of the tiny critters who have free rein (and you know what that includes) of the garden.

At the Beverly Hilton, Elizabeth and Michael were seated at one end of the head table on the first riser and in full view of the crowd below. As you might imagine, their presence created a major crush of visitors; some like Shirley MacLaine and Carrie Fisher (who just toiled with Taylor in ``Those Old Broads'') carried on their conversation on the carpeting alongside Elizabeth.

Another of the ``Broads,'' Joan Collins, was seated elsewhere with Evie and Leslie Bricusse. Collins is off to England to be at daughter Tara Newley's side during her divorce battle. Joan is no stranger to that stage.

Among those who stopped by to hug Michael Jackson was Berry Gordy Jr., his discoverer. Also Suzanne De Passe. Also there Keely Shaye Smith and Pierce Brosnan, who told me he doesn't expect to be away at work when their baby arrives in February. And they probably will not have the wedding until summer, in Ireland.

It was no secret that Ricky Martin, while the toast of the (young) world, was nervous about appearing before this mature, star-studded audience of performers and execs. He needn't have been! Sure, he's had movie offers but can't accept because of the time they'd take away from his concerts and recordings. He winged out (in his plane) immediately after the Beverly Hilton benefit to Miami.

Performers at future Beverly Hilton events will be pleased to know that Merv Griffin, the Carousel Ball's host, has built a new backstage facility for talent. It was appreciated by the magnificent performers Toni Braxton (who said her mother has diabetes), young Charlotte Church (whatta voice!), David Foster and the musicians.

Jay Leno's takeoff tape on candidates Gore and Bush was classic, but his remarks about President Clinton (news - web sites) are getting to be overdone by now. Touching moments were the remarks by Barbara Davis, daughter Dana (and the presentation of a hand receiving the brass ring sculpture) and Sidney Poitier. George Schlatter did a terrif job again producing the show.

Clive Davis, one of the music chairmen, just signed Luther Vandross and O-Town to his new J Records and has now added a young duo from Brazil: Medeiros, brothers Julian and Rodalgo M. who sing in Portuguese, Spanish and English. Attending with Davis was his cousin Jo Schuman Silver, owner of San Francisco's fantastic ``Beach Blanket Babylon'' show, which continues SRO for every performance.

As always, the Carousel Ball featured a silent auction which preceded in the Beverly Hilton's rooms surrounding the lobby and ballroom. Dana Davis and sister Nancy Davis-Rickel again chaired and the auction brought in $623,389 -- to date. They are still selling items. Celebrity-designed plates brought in $56,700. Guests included Line Renaud, just in from Paris. She arrived with Veronique and Gregory Peck (he contributed one of the designed plates). Neil Diamond even bought a painting by LeRoy Neiman, which he had contributed.

Marvin Davis, whose properties over the years have included 20th Century Fox and the Beverly Hills Hotel, has a new affiliation with Lend Lease with plans to build everything ``all over the world.'' Meanwhile the Davises continue to build to one day find a cure for childhood diabetes.

And now, as they say on the 11 o'clock news, ``some late-breaking news'': Charlton Heston, who starred in the first two ``Planet of the Apes'' pix for 20th, will cameo in the next. Yes, he was killed off in the second pic -- but now he returns as an ape. No, he's not a foot soldier, so he won't have to carry a gun -- as I did, as an ape (member of the National Rhesus Assn., ya know) in the first ``Planet'' pic, opposite Heston. Producer Richard Zanuck and director Tim Burton launch next week in Paige, Ariz., site of the first.

'DIABETES IS the enemy of hope, of happiness, of laughter," said movie icon, Sidney Poitier, speaking eloquently at the Barbara and Martin Davis "Carousel of Hope" gala. This annual star-studded auction extravaganza raises millions for the battle against the disease. 

Poitier's telling remarks plus hopeful words spoken by Barbara and her daughter, Dana, who has struggled against diabetes since age 7, were the heart and soul of the night. As well-meaning as all this is, the gala takes place right in the heart of Tinseltown - at Merv Griffin's Beverly Hilton, and it attracts the crème de la crème of L.A. - movie stars, socialites, movers and shakers, high profiles, VIPs, celebs on the edge of extinction. Everybody is wearing real jewelry, straight out of the vaults or dresser drawers or even the soap dishes where they tossed the gems the night before. 

So there they all were, preening, dishing, gossiping, flaunting bodies that have been exercised and starved to the ideal of this year's perfection. The faces of the women - and most of the men - have been slapped, strapped, bronzed, high-lighted, surgically lifted. And the effect is fantastic, if not quite as trippy as, say, Oscar night, where more business is done. The Carousel actually stands for what is left of "social" in L.A. 

Reputations, plastic surgery, divorces, affairs, straying mates are discussed earnestly over bids for plates painted and signed by the likes of Charlize Theron and Jack Nicholson. Drug addiction and hair extensions get a work-over, while cooing for an afghan knitted by Vanna White. Men of power and money, grasp, with pride and possession the tight, taut waists of their second, third, fourth wives. A few of the women are actually first wives. They all laugh heartily - cleavages shivering with mirth; and there are a few cleavages made of granite and silicone, which wouldn't shake with a stick of dynamite. 

Carousel attracts a most eclectic mix. Noted were Jennifer Love Hewitt, Janet Leigh, Tom Arnold, Jon Lovitz, Tony Danza, Priscilla Presley, Christian Slater, Rob Lowe, Nikki Haskell, Julia Louis-Dreyfus and Donna Mills. 

There was Raquel Welch, impossibly voluptuous and satin-skinned, still one of the wonders of the world and now charmingly solicitous of her new restaurateur hubby, Richard Palmer . . . Mark Wahlberg (this was his first Carousel ride and he bid seriously on painted plates) . . . Goldie Hawn and Kurt Russell, hand-holding, radiant, greeting us with warmth. Then Goldie shrieked suddenly; Dustin Hoffman had just goosed her. "He always has to have the last word!" said Goldie . . . Dennis Quaid, ruddy, fit and sexy, was there too. He spoke of his recent statements to this column defending his soon-to-be-ex Meg Ryan from charges of not being an exemplary mom . . . and there was Bo Derek, the dedicated Republican, and Kevin Costner and George and Alana Hamilton, and a face from the past, Charles Bronson. But the piece de resistance of the night was the unexpected appearance of Elizabeth Taylor with Michael Jackson. Once spotted, the entire room seemed to surge in their direction. Some of the famous stood on chairs to get a glimpse of the twosome. People practically killed to get near them. These two superstars were the very image of their famous personas - he heavily painted and oddly dressed in a beige military jacket; she in glamorous red, covered with jewels, her hair an enormous cloud of brunette cotton candy. 

The entertainment was deluxe - Charlotte Church, an astonishing 14-year-old, Toni Braxton, sultry to the max, and Ricky Martin, who brought the evening to a volcanic, hip-shaking climax. (If a movie version of "Phantom of the Opera" is still on anyone's mind, they might look to Ms. Church as the object of the Phantom's obsession. She is brilliant, beautiful and seems more mature than a mere 14.) 

Best scene? Joan Collins, jumping up to embrace Elizabeth Taylor as La Liz made her way out of the ballroom. Joan, moving with the quickness and grace of a panther, seemed to rather startle E.T., but they hugged warmly as the cameras flashed and their camaraderie was captured for posterity. 

RICHARD GERE walked up to Mark Wahlberg at a Hollywood party and said, "I want to be your Daddy!" - or words to that effect. Gere reportedly pitched a movie idea in which he would play such a role. Mark said yes on the spot. Does frequent co-star George Clooney know about this? 

HOW'S THIS for a Subway Series: Mark Wahlberg doing his best Roger Clemens, throwing down a broken bat on some corrupt cop's head. James Caan, with a Mike Piazza-like 'stache, playing off politicians and competitors as he tries to become the biggest contractor to the New York subway system. 

Forget the Yankees and the Mets. Check out these high-priced rosters of talent: The veteran champs of the '70s - Caan, Faye Dunaway, Ellen Burstyn, Steve Lawrence (Steve Lawrence?) vs. the new kids - Wahlberg, Joaquin Phoenix, Charlize Theron. 

"The Yards" doesn't have the epic quality of a "Godfather," but director James Gray's tale of a young man caught up in illicit forces beyond his control is classic in feel and loaded with sumptuous performances. It's this kind of meaty scriptwriting that is sorely missing in movies - even in this relatively high-quality era of filmmaking (thanks to the independent-film revolution, which has brought many important voices to world cinema). 

The film opens with Leo (Wahlberg) attending a party thrown for him upon his release from prison; he took the fall for his pal, Willie (Phoenix), and he didn't rat him out - just did the time. Leo wants to stay straight; his mother (Burstyn) has a heart problem, and he needs to support her. 

Trouble is, he has rather limited skills - minimum wage won't pay the bills. His only possibility is his uncle, Frank (Caan), who already employs Willie. And since Leo doesn't have the training to work the yards, he's back as Willie's lackey. Great. 

A day with Willie is like experiencing a Mafia greatest hits collection. There's graft, bribery, womanizing and physical violence. Late one night, when the gang jumps into the yards of a competitor to sabotage their subway cars so they won't pass inspection, Leo is supposed to stand watch. But Willie ends up murdering the night watchman, and Leo is forced to defend himself against an overzealous cop, putting the officer in the hospital. 

Naturally, Willie - who's dating Frank's stepdaughter, Erica, (Theron) and is trying to wiggle into the family business - denies any involvement, and it's Leo who becomes the focus of a police manhunt. 

Gray, who co-wrote this screenplay with Matt Reeves, carefully builds each situation - you know not only what each character is doing but why they are doing it. For example, an extra dimension of taut drama is exploited in the choice of making Erica Frank's stepdaughter - thus complicating his relationship with his wife (Dunaway). 

That kind of inspired detail takes time to think out. Maybe that's why it has taken Gray six years to follow up on his debut feature (at the age of 24), a hard-bitten Russian-gangster movie with Tim Roth called "Little Odessa." 

There may not be another actor who has strung together the performances Wahlberg has in the past four years. From "Boogie Nights" to "Three Kings" to this film, among others, Wahlberg has demonstrated both amazing range and incredible restraint, sometimes at once. Marky Mark is indeed a distant memory. 

It says something that he defines a film that features a great villainous performance by Phoenix (who played a similar foil in "Gladiator"), a scene-stealing turn by Lawrence as a corrupt borough president, and the best work in years by Caan, now 62, and Theron, who has been in some underwhelming movies of late. 

Only a bizarre and unnecessary twist at the end keeps "The Yards" from being a sure-fire best-picture nominee; the screenplay, though, with 21/2 months of competition left, is looking pretty good. 

"The Yards" has the smell of a pure American Movie, another way of saying it's a Fall Classic. 

Something is missing from "The Yards," the new drama starring Mark Wahlberg.

It is certainly not the cast, which includes James Caan, Joaquin Phoenix, Ellen Burstyn and Faye Dunaway. It is not the nice subtle approach of director James Gray to infuse his film with shades of realism and hopelessness.

What’s missing is a strong sense of heart or soul that would draw you more deeply into the characters. You want the film to rev up and take you for a ride somewhere. Instead, it drops you off at the corner and never comes back. And then you realize its shortcomings all at once. Say it with me, all together now, "It’s just not a very good script!"

The fact that it is drenched in cliché isn’t even what kills it. A man who is essentially good goes to prison. When he gets out, he wants to go straight but is dragged back into the scummy criminal world by his old associates and his lousy instincts. We could have weathered the 10 millionth version of that if Gray, who also co-wrote the film, had used that premise as a springboard to a more compelling third act. But he didn’t, and we lose interest.

Mark Wahlberg plays Leo, the good-guy-back-from-prison. Joaquin Phoenix is his best friend, Willie, who’s up to no good. They are both in love with Charlize Theron, who happens to be Leo’s cousin.

What does succeed in "The Yards" is that most of the actors are wonderfully subdued. There is no shouting every third sentence, as in so many modern movies. And although it is set in Queens, New York, thankfully none attempt to pull off a bad, forced Queens accent.

Phoenix, who was so brilliant as the bad-boy emperor-in-waiting in "Gladiator," delivers another strong performance. He has that I’m-going-to-be-a-very-big-star-very-soon twinkle in his eye.

James Caan is terrific as Leo’s uncle Frank, the corrupt head of the family’s subway train business (the yards of the title refer to the subway yards). Caan conveys the sense of what it might have been like if Sonny Corleone hadn’t been caught up at that toll booth and had calmed down and become the Don (complete with big leather chair). Except, unlike "The Godfather," Caan would rather bribe his enemies than kill them.

It’s good to see Faye Dunaway and Ellen Burstyn, both solid screen veterans, although neither has much of a part. Theron, as the love interest, doesn’t bring much to the party. I don’t know, are we supposed to give her a pass because she’s good looking and everything?

Then there is Wahlberg. When he was 17, he ended up in jail for taking out a man’s eye during a robbery in Massachusetts (Wahlberg says he and his friends were on PCP and alcohol at the time). He has said in interviews that he drew on that experience for the role of Leo. His sense of aimlessness works well here.

There is no doubt that this is Wahlberg’s film. He proves that he can easily carry a movie from start to stop. He was the best thing about Wolfgang Petersen’s "The Perfect Storm" (except for that really big wave). He has the presence and depth and vitality. He just needs to find better scripts.

While you can applaud the film’s subtlety and attempts at gritty realism, it still needs some big dramatic payoffs. Maybe the filmmakers were trying to convey the ambiguity of life’s lost souls. Good for a philosophy class, bad for a theater.

Early on in ``The Yards,'' Leo Handler, a slow-witted ex-con played by Mark Wahlberg, hears the screech of an oncoming train in the New York City subway yards but does not yet realize it might as well be bearing down on him. 

It will take a while for Leo to grasp what hit him. 

Leo is the fall guy trapped in a web of big-city corruption that extends to those closest to him. How he is drawn into this network, almost without being aware of it, and what he does about it are what this dark -- very dark--crime drama is all about. 

It is an absorbing subject, even if the first-rate cast seems to be held in check by director and co-writer James Gray's low-key, unrelenting naturalism. After a while, a viewer cannot be blamed for longing for a spark of theatricality, a charge of some sort to rev things up -- even, God forbid, some melodramatics. 

With actors like Joaquin Phoenix, James Caan, Ellen Barkin and Faye Dunaway around, it wouldn't be that hard. 

Gray (``Little Odessa''), however, is close to his subject, knows it well and is certainly entitled to his storytelling choices. The temptations of corruption, its insidiousness and how it is covered up by a code of silence not only form a compelling subject but have the ring of truth. Life in the big city. 

``The Yards'' builds effectively enough until the ending, which seems abrupt in light of the conviction of what has come before. 

Wahlberg (``The Perfect Storm''), as the ex-con, is abashed from the beginning, at a family party for his re-entry into the world outside prison. Leo explains he is ``not too good with words,'' which makes him a sympathetic character but a challenging one to build a drama around. Within these constraints, Wahlberg leaves no doubt that he has grown into an actor to be reckoned with. The greatest inner fire this film offers is provided by Phoenix as Leo's old buddy, who has a wad of ready cash and immediately starts to lead him down a slippery slope. 

Caan is a businessman with tentacles into the subway-repair yards and the Queens borough government. His role as the head of the key family in ``The Yards'' cannot help but bring to mind his association with ``The Godfather.'' 

Dunaway, with little to do but hover, apprehensive and suspicious, is the businessman's wife, and Barkin is her sister, Leo's mother, who must plunge ahead with a smiling- through-her-tears scene. 

``The Yards'' keeps sinking into its own grimness. Everyone talks at just below the conversational level. There are long pauses as the characters absorb whatever is said to them. 

The cinematography, by Harris Savides, is an undoubted demonstration of expertise. Sometimes just above the level of visibility, it meets all too successfully the technical challenge of showing almost everything in degrees of shadow. Hushed dialogue in the businessman's home takes place against dark, paneled walls, in lamp-lit rooms. 

The shadows extend to the makeup-darkened eyelids of Charlize Theron, who brings tough-girl good looks to the role of Phoenix's girlfriend.

A showdown in a dark hallway finally becomes one of the high points of the picture for Wahlberg. The main character has been low- key from the start, and for a long time seems to participate in his own downfall. Maybe he's slow-witted, but doesn't he think something's up when Phoenix strips off all his clothes, to demonstrate he's not wired, for an outdoor ``business'' transaction?