Three hours north of Los Angeles, down a dirt road heading toward Death Valley, sit more than 500 rock formations poking out of a dried-up desert lake bed -- just what director Tim Burton wanted for his latest movie.

Known as the Trona Pinnacles, the site will play host to 20th Century Fox's production of "Planet of the Apes" during the winter. The studio has carved out a July 4 release date for the film starring Mark Wahlberg, Tim Roth, Helena Bonham Carter and Michael Clarke Duncan.

Between shooting at the Pinnacles and Lake Powell at the Glen Canyon National Recreation Center on the Utah-Arizona border, "Apes" will employ two of the Southwest's most desolate and increasingly popular filming locations used to resemble other worlds. Hawaii might serve as a third location for the shoot.

"We were looking for sites with water that didn't have any vegetation, which is kind of a tall order -- they usually come hand in hand," said Robin Citrin, the movie's locations manager. "We also wanted natural geological forms and architecture. Just finding sand dunes with a horizon line and nothing in it was not as interesting to (Burton) as the Pinnacles."

The Trona formations, well-known among tourists traveling to Death Valley, are tufa rock spires as high as 140 feet that were formed underwater 10,000-100,000 years ago when the area contained lakes. The site was classified as a National Natural Landmark more than 30 years ago, said Peter Graves, resources management specialist at the Bureau of Land Management's Ridgecrest field office.

"The pinnacles look eerie on a lake bed and protrude upwards," Graves said. "They're very rare. They definitely have a look that's out of this world."

The rocks' featured role in "Apes" is not a first. They were used in Paramount Pictures' "Star Trek V: The Final Frontier" in 1989, Buena Vista's "Dinosaur" this year and a recent episode of MTV's "Road Rules." Remember the "ER" episode that had George Clooney wandering through the desert? That would be the Trona, Graves said.

The Bureau of Land Management has laid down a few strict rules for production companies using the Pinnacles, ranging from not disturbing the vegetation to protecting the habitat of the endangered desert tortoise. Note to "Apes" film crews and cast: Anyone caught harassing a desert tortoise could face a $50,000 fine and/or a year in jail.

Crews wrapped night action scenes for "Apes" at Lake Powell last week. The lake's Utah side was home to the original 1968 "Apes" movie, but the Arizona side was used this time.

If not for the hordes of summer tourists, Lake Powell could be another desolate planet, with its sheer canyon walls, narrow passages and combination of sandstone and water.

Notable movies to film near the lake and in the nearby town of Page, Ariz., have included 1994's "Maverick" from Warner Bros. and 1996's "Broken Arrow" from Fox, said Steve Ward, a spokesman for Lake Powell Marinas and Resorts.

About one-third of the DreamWorks feature "Evolution" is scheduled to shoot in Page from Thanksgiving through Christmas, said Don Wygal, the movie's assistant production office coordinator. Scouts needed a barren, New Mexico-like setting, and Page made the cut. "We needed a place to film where we could look in any direction and see nothing," Wygal said.

--- Chad Graham

Director James Gray knew his movie "The Yards" was in trouble when he arrived at the Miramax film's premiere party at the Writers Guild last month and discovered that the usually sumptuous catering spread consisted of bad finger sandwiches and Martinelli sparkling cider. But Gray had already suspected something was wrong when he and Mark Wahlberg, the film's star, went to a word-of-mouth screening Miramax held in New York several days before. 

"It was just me, Mark and the seven beautiful girls he brought," says the 31-year-old director. "They had a seat roped off with Harvey Weinstein's name on it, but he never showed up. But the so-called premiere in L.A. was really humiliating. The place was half-empty, and no one from Miramax showed up. I saw someone the next day who said, 'Geez, that was maybe the worst studio premiere ever.' " 

While sister company Dimension Films has enjoyed teen smashes with "Scary Movie" and "Scream 3," Miramax has had a rocky year at the box office, with "The Cider House Rules" being the studio's only bona fide hit over the past 12 months. Five years ago, Miramax's once fabled marketing machine would've jumped all over "The Yards," a gritty drama with a cast featuring three hot young actors--Wahlberg, Joaquin Phoenix and Charlize Theron--as well as such respected Oscar-worthy elders as Ellen Burstyn, James Caan and Faye Dunaway. 

But instead of giving the film--a grim story of corruption and family loyalties--a splashy send-off, Miramax released it last month in 150 theaters without any TV ads or even a street-poster campaign. Greeted by mixed reviews, the film quickly died, grossing less than $1 million in six weeks of release. Gray contends that Miramax gave up on the film. Miramax counters that it strongly backed the film, but that without widespread critical support the studio had no choice but to cut its losses and move on. 

Believe whom you want, but one thing stands out here: Movie dramas, once the launching pad for acting careers and the mainstays of Academy Award season, have become an endangered species. It's one reason everyone says there's such a weak Oscar field this year. Having lost a bundle on expensive star vehicles that didn't play for young moviegoers, studios have radically cut back on drama production, especially ones like "The Yards" that don't have crowd-pleasing endings (like "Erin Brockovich" or "Billy Elliot"). 

Miramax knows the pitfalls all too well, having failed to find an audience for such dramas as "Music of the Heart," "Guinevere" and "A Walk on the Moon." Miramax's treatment of "The Yards" also reflects a change of priorities at the company, which is moving away from quirky independent films to movies like "Bounce," a drama marketed as a date-night movie that could've been made at any Hollywood studio. 

For Director James Gray, Movie Is a Personal Story 
Gray's script, co-written by Matt Reeves, was originally at Fox Searchlight, but the studio put it in turnaround after a series of executive shifts. Miramax quickly stepped in and picked it up. The movie was especially personal to Gray; much of the story was inspired by an incident involving his father, who was indicted in a bribery scandal in New York City involving a company that supplied electronic parts for subways. 

The honeymoon with Miramax was short-lived. The studio gave the director a generous $17.7-million budget, but Gray and the strong-willed Weinstein (who didn't respond on the record to Gray's charges) were at odds over almost everything else. Gray says Weinstein made "every major decision from beginning to end. It's all top down, starting with him." To get Weinstein to approve the casting of singer Steve Lawrence in a minor role, Gray had to guarantee the studio his salary against the days it would cost to re-shoot the Lawrence scenes if they didn't work out. 

Gray finished the film in September 1998, but it took months to hold two test screenings: Miramax says Gray delivered his director's cut late; Gray says Weinstein was unavailable to attend the screenings. Finally in May 1999, Weinstein went over the re-shoot pages with Gray, who recalls with a laugh that "Harvey, spitting crab meat at me, kept yelling, 'I'm the master of the invisible cut!' " Weinstein gave Gray money to do re-shoots in return for Gray, who already owed Miramax another film, agreeing to do an additional movie. 

After the re-shoots, Gray says Miramax only gave him four days to integrate the new footage into the picture before the studio held another test screening. It went reasonably well, but audiences still found the film--then at 2 hours plus--dark and slow-paced. Weinstein reacted by having Gray cut the film down to 1 hour, 23 minutes so it could be sold as a thriller. The new version tested even worse, so Gray was allowed to restore it to its eventual 1-hour-and-45-minute running time. 

Along the way, Miramax says, Gray went nearly $7 million over budget, largely due to re-shoot and post-production costs. Gray, for example, hired and fired two composers before agreeing to use Howard Shore. By January of this year, when Weinstein came down with what Gray calls "his mysterious Kremlin leader illness," the film was still in limbo. 

Then Gray caught a break. One of his producers showed the film to Cannes Film Festival President Gilles Jacob, who fell in love with it and insisted on debuting it at the festival. A pair of GQ editors who saw the film also liked it. Buoyed by the positive reactions, Miramax quickly got the film to Cannes. However, the screenings were a disaster; the trade reviews were terrible, and the movie was shut out at awards time. It sat on the shelf until this fall, when Miramax initially planned to only release the film in three cities. 

Shortly before the film's Oct. 20 release, a new burst of preview-screening enthusiasm earned the film a 140-screen release. But the studio never supported the expanded release with any TV ads. 

The filmmakers argue that most studios would've spent the marketing dollars to support the film, either to cement its relationships with the film's stars or because the added visibility would eventually result in additional home video and DVD sales. But Miramax is notorious for ruthlessly cutting its losses on films that don't catch a wave; having taken in more than $15 million in foreign pre-sales on the movie, the studio was unwilling to risk throwing good money after bad. 

Miramax insists that it didn't abandon the film. 

"We all loved the movie," says Mark Gill, president of Miramax Los Angeles, who oversaw the film's marketing campaign. "Unfortunately, we got shellacked by the critics and we didn't get the kind of word-of-mouth we needed to make it work. We would've run TV spots, but we could never get a spot that tested well." 

But "Yards" producer Nick Wechsler, who also produced two current dramas--"Quills" for Fox Searchlight and "Requiem for a Dream" for Artisan--argues that Miramax didn't give the film a fighting chance. "Both of those films have difficult and disturbing themes, yet both Fox Searchlight and Artisan have spent the money to support them," he says. "I think Miramax has evolved into a more mainstream studio. And Harvey has moved past the point where he has the energy or need to be the kind of P.T. Barnum figure who can create a market for a movie even where there isn't one." 

Miramax executives acknowledge that Weinstein was often unavailable, first because of his illness, then because of his involvement in Democratic political campaigns. But they say the studio never interfered with Gray's vision. "From Day 1, James always got what he wanted," says Miramax executive vice president Jon Gordon. "We're all disappointed in how the film did, but we believe in James and wouldn't hesitate to make another movie with him." 

But would Gray, who now owes the studio two more movies, make another film at Miramax? 

"I will because I have to," says Gray. "But believe it or not, I'm not bitter. I got to make the movie I wanted to make. And Harvey was initially supportive. It just would've made a big difference to me and to the actors if Harvey had acted as if he was proud of the movie and judged the film on its merits, not just on its salability." 

     THE OCCASION: The 14th Carousel of Hope Ball, Barbara and Marvin Davis' every-other-year bash at Merv Griffin's Beverly Hilton to benefit The Children's Diabetes Foundation. 

* * *
     THE CONTRIBUTORS: "Honorary Chairman" Bill Clinton fails to appear as promised, limiting West Wing representation to Rob Lowe and Gerald Ford, but big names and deep pockets are everywhere. "We came to support the Davises because our families were friends," says Tori Spelling, showing rich-scion solidarity. In addition to the $1,000-and-more per-plate donation, the gala holds a silent auction the size of Macy's. "No one's leaving without a major dent in their pocket," says Mark Wahlberg, top bidder on trips to Maui and the Caribbean, for a total of $14,100. The crush of celebrities is so thick that, after showing off the engagement rock given her by television writer-producer Chris Henchy, Brooke Shields excuses herself, saying, "I gotta go wipe my face down." She needn't worry. Once everyone is seated at their tables, the lighting is dim enough that the only visible complexion belongs to Michael Jackson. 

* * *
     THE MAIN EVENT: With lame duck off the menu, once the introductory speeches are dispensed with, the stage is given over to undiluted entertainment. Host Jay Leno infuses Clinton's video message with unintentional deadpan hilarity by introducing it with a Monicagate innuendo. Performances by Charlotte Church, Toni Braxton and, especially, Ricky Martin, get the assembled millionaires up and shaking, while the raffle--in which Joe Pesci wins an Aero bed, Pierce Brosnan an Audubon Society clock, Jennifer Love Hewitt a foot massager and Merv Griffin an ab slide roller--keeps the laughs coming. "If there's anything rich people love, it's free stuff," Leno cracks. Indeed, Dustin Hoffman not only wins a nifty jerky smoker/yogurt maker but also makes off with two pairs of overstuffed goody bags. "What an amazing night," says Rob Lowe, himself the gleeful recipient of one of Leno's as-seen-on-TV gadgets. "How many places can you go, do something to help kids who need it, see Ricky Martin and get a microwave egg cooker?" 

* * *
     WHATS THE SCORE? 
     Celeb Quotient: To get this many A-listers under one roof, you usually have to give them awards. 
     Wow Factor: Gala provides top-drawer entertainers. And with $6 million rolling in for diabetes research, the Davises can afford to keep the preachy-speechy stuff to a minimum. 
     Food: Merv's serviceable three-course champagne and filet mignon feast sates the appetites of the famous and wealthy, but what about the poor PETA types?

Nov. 24 — If Hollywood F/X guru Rick Baker has his way, actors get claustrophobic and sweaty — and sometimes downright neurotic — when they don his costumes for films. 

Baker’s intricate, convincing work can currently be seen in Dr. Seuss’ How the Grinch Stole Christmas, and he’s hard at work creating authentic ape costumes for director Tim Burton’s Planet of the Apes remake, which is due out next May. 

Sampling the Goods
Baker says figuring out how to clothe the Seussian oddities in Grinch was harder than doing the apes. “Not only did we have more people to do for the Whos, we didn’t know what the hell they were,” Baker relates. The Whos, those pleasant, joyous characters who anger the sour Grinch with their holiday singing, were made up to look angelic, yet cartoonish. 

Grinch has received much attention for the physical (and likely the emotional) discomfort its star, Jim Carrey, endured, including thick yellow contacts and a heavy bodysuit. Let’s hope the apes fare better. 

 “[For] almost everything I do,” Baker says, “the first test is on myself. I did the same thing on The Grinch. I wore the suit all day, videotaped it, and looked at what I thought worked and didn’t.” 

Carrey, Baker claims, set a record for an actor wearing full appliance makeup: 90 days of filming. “I love makeup, and there’s no way I could sit for 90 days without going nuts,” he admits. In order to prevent Carrey from passing out from heat exhaustion, “[The crew] refrigerated the soundstage. All the Whos had wool suits and padding. We had to wear our winter clothes.” 

Saving Planet Simian
Mark Wahlberg is going to be as naked as the censors allow for the highly anticipated Planet of the Apes redux, but as far as the film’s ape characters are concerned, it’s going to be Baker’s show. 

 Apes have always been good for Baker, a five-time Oscar-winning makeup maven (for An American Werewolf in London, Harry and the Hendersons [his favorite], The Nutty Professor, Ed Wood, and Men in Black) who promises to outdo himself with the new Apes.

“I’ve been doing apes since I was a kid,” Baker, who also worked on Gorillas in the Mist and Greystoke: The Legend of Tarzan, Lord of the Apes, notes. 

Baker tells Mr. Showbiz that he respectfully terms the beloved 1968 Planet of the Apes original “a landmark makeup film,” but he rightfully dismisses its simians as “almost laughable today.” 

Burton’s new version, which began filming in a tiny Arizona town earlier this month, is being planned as a franchise. “The Planet of the New Millennium,” Baker laughs. By constructing several breeds of simians, “We’ve taken it to a level far beyond what’s been done,” he claims. “We’re trying to make something as real and as expressive as possible, and I think we’ve done it. 

“They’re still biped apes, but they resemble the real animals more than the first ones did and are so much more expressive. There are something like 500 apes.” 

The outdoor filming in Burton’s new film could cause additional dilemmas. “There is a heat factor for the apes,” Baker concedes. “The gorillas wear black and it absorbs the heat.” 

Some of those handcrafted apes will be portrayed by Michael Clarke Duncan, Tim Roth, Spike Jonze, and former Merchant-Ivory poster girl Helena Bonham Carter, who has the honor of filming an ape-human love scene with Mark Wahlberg. 

“I needed a year [to make the costumes] and [20th Century Fox and Burton] gave me four months … and it turned into five,” Baker says with a smile. 

“I just got a new script with 30 more characters,” the bearded effects maestro mentions casually. “Let’s see, 530 costumes in five months? You do the math; we need to lie down.” 

As for the possibility of him working on a sequel to one of his biggest hits, Baker, who does only one film at a time, nods: “They’ve been calling me about Men in Black 2.”

This is why they call it gossip: I heard the following story yesterday about Mark Wahlberg taking a swing at director Brett Ratner the other night at the Buffalo Club in Los Angeles. According to the source, the star of "The Yards" blew up after Ratner supposedly made a "suggestive" remark about Wahlberg's date.

Ratner didn't return fire, the source said, opting instead to become a peacemaker when the manager of the club threatened to throw them both out. By the time the smoke cleared, the story continues, Wahlberg and Ratner had settled matters amicably.

Good dish, but a little over the top, according to Ratner's rep, Melissa Cates. The incorrect part: That punches were thrown. Cates insisted there were no fisticuffs. "They had words about an ongoing joke, a stupid inside joke," said Cates, who declined to elaborate. "Brett said something. Mark got upset. Mark, the manager and Brett all talked. 

And then they said, 'Let's forget it.' "

WHAT: GOLD'S GYM VENICE, known as ``The Mecca of Body Building'' will host a spectacular party in honor of its 35th Anniversary. This catered event will be a glamorous celebration of fitness and health. It will concurrently celebrate Kevin Looney, one man waking across America to fight pediatric and adolescent cancer! Looney's trek is sponsored by Gold's Gym and he will arrive just in time to celebrate in grand style! 

    WHO:       Superstars and gym rats will rub elbows and flex their party muscles at their favorite fitness facility.

    WHEN:      Thursday, November 16th, 2000.

    WHERE:     GOLD'S GYM VENICE
               358 Hampton Drive, Venice, CA

    TIME:      7:00 PM until 10:00 PM

    For media clearance contact Bordeaux International 818.205.9673

    Celebrity members lending support include:

               Tony Danza               Ted Danson
               Mary Steenburgen         Ray Liotta
               Carl Weathers            Marcus Allen
               Hulk Hogan               Lou Ferrigno
               Gabrielle Reese          Roland Pickinger
               Gregory Hines            Dennis Hopper
               Bart Conner              Jimmy Walker
            Mark Wahlberg            Bruce Jenner
               Ellen Barkin             Andrew Dice Clay
               Chuck Norris             Ving Rhames
               Mike Piazza              Lawrence Hilton-Jacobs
               Greg Louganis            Nadia Comaneci
               Keanu Reeves             David Lago
               Danny Nucci              Brian Littrell
               Patrika Darbo            Leighanne Littrell
               Kane Picoy               Julianne Morris
               Rachel Winfree           James Caan
               Kimiko Tanaka            Richard Lawson
               Paul Stanley             Valeria Mazza
               Tony Pierson             Denzel Washington
               Robert Duval

                          Your Coverage Is Invited.

SOURCE: Gold's Gym 

LOS ANGELES (The Hollywood Reporter) --- After the critical success of Rod Lurie's "The Contender" for DreamWorks, the studio is in final negotiations with the film critic-turned-filmmaker to direct the psychological drama "The Castle."

Robert Lawrence will produce the $50 million- $60 million-budgeted project, which is being targeted for a mid-March start.

Robert Redford and Mark Wahlberg are in talks for lead roles, sources said.

Written by newcomer David Scarpa with a rewrite by Graham Yost, "Castle" revolves around a court-martialed three-star general who is sent to a military prison and unites the prison population to create an army dedicated to taking down a corrupt warden.

DreamWorks acquired and distributed Lurie's political thriller "Contender," which he also wrote.

Lurie struck a seven-figure deal this year with DreamWorks to rewrite and direct the comedy "Clink Inc." for ImageMovers. Described as a cross between "Working Girl" and "The Shawshank Redemption," the project is about an imprisoned female Wall Street investment banker who uses her knowledge of the corporate world to change life behind bars and makes the prison run efficiently (HR 5/24).

Lurie, reached via e-mail, said he had no comment. He is repped by the Agency for the Performing Arts' David Saunders and attorney Peter Nelson.

Film critic-turned-scribe/director Rod Lurie ("The Contender") is in final negotiations to helm DreamWorks drama "The Castle."

In the meantime, Lurie flew to London over the weekend to meet with Robert Redford, who he hopes will assume one of the pic's leads. But the actor is by no means committed to the pic yet.

DreamWorks has also met with reps for Mark Wahlberg, hoping to interest the actor in the film's other lead. But Lurie and Wahlberg have yet to meet and no negotiations have begun.

Robert Lawrence, formerly partnered with George Clooney, is on board to produce via his Robert Lawrence Productions shingle. Pic is expected to go before cameras prior to next year's potential strikes.

Pic, rewritten by Graham Yost ("Speed") from an original pitch and script by David Scarpa, centers on a five-star general (perhaps Redford) who is convicted of a capital crime. Sent to the military's only maximum security prison (known as the castle), the general turns the convict population into his own 1,200-man army and threatens to take the prison by storm. Wahlberg, if his deal closes, would play a young pilot who is the key to the struggle between the general and the warden of the prison. 

DreamWorks originally nabbed the Scarpa pitch in September 1998. Studio's execs Walter Parkes and Paul Lister have been shepherding the development of the project since.

Lawrence recently served as one of the producers on "Rock Star," penned by John Stockwell and starring Wahlberg and Jennifer Aniston. Pic, directed by Stephen Herek and formerly titled "Metal God," is due to be released by Warner Bros. on April 13. Wahlberg recently starred in James Gray's "The Yards," in release from Miramax Films.

DreamWorks recently released Redford's "The Legend of Bagger Vance" and "The Contender."

Reps for Wahlberg and Redford could not be reached for comment.

Wahlberg is repped by Endeavor. Redford and Yost are repped by CAA. Lawrence is repped by Steve Briemer at Bloom, Hergott, Diemer and Cook. Lurie is repped by David Saunders at APA and attorney Peter Nelson at Nelson, Felker, Levine and Dern.

The Yards 15 cert, 115 min
INTERESTING artists often go back to the same basic material again and again. They may paint the same lilies, but the results are different and fresher each time.

This is especially true when it comes to depictions of childhood. Virginia Woolf wrote the same story all her life, or rewrote it - a constant, amazing revision of how things looked from the nursery at Kensington Gate. I like this sort of thing, and it is one of the elements that make me like The Yards, a new film from 31-year-old James Gray.

In Little Odessa (1994), Gray's first feature film, a young killer called Joshua goes back to New Brighton, to the Russian-immigrant community of New York where he grew up. His mother is dying, his father is changeless, and Joshua gets caught up in troubles old and new. The Yards is more or less the same plot. Leo Handler (Mark Wahlberg) is a petty criminal, the likeable, quiet sort, who took the rap for his friends when they stole a car. He comes home from prison and his mother is ill. He is very close to her and he wants to stay out of trouble.

Frank Olchin, a relative, played with fearsome command by James Caan, is in charge of a group that has the franchise for running the railway network in Queens. These are the yards of the title - riven with corruption, floated on brutality. It is a place where ambitious young thugs thrive in alliance with corrupt city politicians.

Leo goes to work there in the shadow of his cousin Willie. He is drawn, at the same time, further and further into a network of loyalties, a trail of betrayals, and as his loved ones sicken, so does he. Willie at first seems to be the kind of guy that Leo would like to be - he has money, he has looks, he has a seemingly healthy family. But the film is also about the way people such as these get trapped by their reputation, how they are undone by not being what they seem to be.

The relationship between Leo and Willie is one of the most interesting I've seen on screen for a while: they are shadow-brothers, they are differently damaged, and they are engaged in a struggle that can leave only one man standing. Gray may be the most promising male director of women since George Cukor. At the beginning of the film, at a party for Leo's release, we get to see Ellen Burstyn, Faye Dunaway and the newly luminous Charlize Theron being busy and compelling around one another, adding depth and tenderness to every scene they're involved in.

There is something of Scorsese in these domestic scenes, but Gray allows a life to the women that is more lifelike, and less Italian: very quietly, very skilfully, it is the women who are running things. Burstyn is a perfect study in the pain of disappointment; she says little, but says a lot.

The film has a very odd texture, a very suitable, yellowish, Polaroid feel, which seems to create intimacy and strangeness at the same time. When the camera lingers over the railway yards, you feel that Gray is showing you something crucial about his characters, and about a kind of life that goes on at the edges of our vision. This is his major skill: he is a teller of stories, similar stories, which gain both their newness and their depth from the director's own way of seeing, which is another way of saying that Gray is among the most interesting directors around now.

He is less sure about endings. The Yards squanders a terrible amount of its perfect atmosphere on winding up the plot. I don't know if the studio has anything to do with this - they often do - but the film's ending forces Leo to become all evangelical and definite about things when his major strength hitherto was in his blurry weaknesses.

Leo's tangled loyalties, his jangled nerves, conveyed so well in the film by Wahlberg, suddenly become clear and steely, and the action is unbelievable. The brilliant gloom of this film cannot afford to give way to the dullness of a bright ending: Gray should have cut the last 15 minutes. Consolation, perhaps, lies in the thought that Gray will fix this problem the next time he visits the subject, which he is bound to do, in the obsessively revisiting mode that is common to his kind of interestingness.