THREE KINGS, Directed by David O. Russell. Written by David O. Russell based on a story by John Ridley. With George Clooney, Mark Wahlberg, Ice Cube, Spike Jonze, Nora Dunn, Jamie Kennedy, Mykelti Williamson, Cliff Curtis, and Said Taghmaoui. A Warner Bros. Films release. At the Cheri, the Fresh Pond, and the Circle and in the suburbs.

One of the most original and least heralded of young, independent filmmakers, David O. Russell might finally have drawn a winning hand with Three Kings. From the absurdist dynamics of suicide and masturbation in Spanking the Monkey and the anarchic consequences of an Oedipal search for the truth in Flirting with Disaster, he's raised his sights to less introspective topics -- greed, chaos, and responsibility. He's also upped the ante stylistically. Three Kings could easily have been a straightforward genre exercise with an exotic and controversial setting. Instead it is a layered, witty, enlightening assault on conventions and preconceptions, a crackling palimpsest that challenges as it entertains.

Eight years later, does anyone really know who won the Gulf War or why it was fought? President Bush (the elder) is long gone, Saddam Hussein seems there to stay, the Iraqis are still miserable, and Americans have channel-surfed their way through nearly a decade of other scandals and atrocities. Perhaps the war's greatest legacy is the detachment it promoted -- those looking for a scapegoat for current outbreaks of mindless violence might start with the nightly images of smart-bombing with which the Defense Department seduced America.

The violence that opens Three Kings is a lot more ambiguous. The initial image is of endless, flattened desert, with the sound of footsteps and labored breathing. Far away, a man on a mound holds a white flag in one hand, an AK-47 in the other. "Are we shooting?" a voice shouts off screen. Indeed they are. One round from an M-16 later and the beedraggled squad of Americans behold their first Iraqi, coughing blood and still very human.

The marksman is Army sergeant Troy Barlow (Mark Wahlberg, demonstrating he did not shoot his thespian wad in Boogie Nights), and along with the other principal characters he's introduced with a wise-ass subtitle in the film's mostly wise-ass opening. A cease-fire has been declared, they're still alive, and dancing and drinking off-limits hootch with Barlow are redneck naïf private Conrad Vig (Spike Jonze as a '90s version of Don Knotts) and born-again-Christian-but-still-street-smart sergeant Chief Elgin (Ice Cube, cool and solid as usual). Pursuing his own brand of R&R is Special Forces captain Archie Gates (George Clooney, triumphantly following up his breakthrough role in Out of Sight), who's debriefing a nubile network correspondent in an uncomfortable-looking compromising position.

The next morning, though, they confront hangovers and the fog of peace. Barlow, Vig, and Elgin, stuck strip-searching some of the thousands of Iraqi POWs, come across a map secreted in an officer's butt. Word gets back to the war-weary Vietnam vet Gates, and in no time the four are careering through the desert to an Iraqi bunker behind enemy lines.

Up to this point, Russell's style has been more insouciant than insightful, kind of a soundbite version of M*A*S*H without much of Robert Altman's vitriol or irony, but distinctive in its jagged, jump-cut parallel editing and an etiolated cinematography with a texture like the dust-covered, gray-blotched camouflaged khakis of the troops. Once the adventurers penetrate into the depths of the Iraqi bunker, however, the film deepens as well. Within is a stockpile of  consumerism gone mad -- piles of VCRs, coffeemakers, and designer jeans, racks of CD players and TVs spewing pop music and media images ranging from Rodney King to news footage from the war they just participated in. The gold turns up too, but so do scores of civilians imprisoned for rising up against Saddam and doomed to torture and death.

The tense standoff that follows could be compared to the pre-Dance-of-Death moment in The Wild Bunch, but even with the three decades of violent imagery that have intervened since that classic movie, Russell's shootout possesses its own shock, beauty, and gravity. And the film as a whole bears similarities to many others, from Treasure of the Sierra Madre to It's a Mad Mad Mad Mad World and most of all the old Clint Eastwood chestnut Kelly's Heroes. But Russell transcends derivativeness and genre with inspirations of his own. His images -- Sergeant Barlow frantically searching through piles of stolen cell phones to find one with which he can reach his wife; a strangely sympathetic Iraqi torturer interrogating a GI about Michael Jackson; dozens of Iraqis bearing Tourister luggage laden with gold trudging across the dunes -- reveal a lot about the long-ago media event known as the Gulf War, and more about the gulf in sensibility that has followed.

[Sidebar] Kings maker
The Gulf War? Which one was that? With world crises lasting as long as MTV videos, it's hard enough to stir any recognition with Kosovo, let alone Desert Storm. David O. Russell, director of Spanking the Monkey and Flirting with Disaster, does not feel that a familiarity with the 1991 conflict is prerequisite for appreciating his new Three Kings. A tale about US soldiers searching for stolen gold in the Iraqi desert shortly after the allies routed the forces of Saddam Hussein, it's being marketed as an action adventure with comic overtones.

"I don't think it matters if people are concerned about it anymore," he says. "I don't think that's why people go to movies. They go because they hear it's a good movie. It's funny, it's gripping, it's intense."

Which may be what a lot of the troops sent to battle Iraq expected. What they got, though, was more like what the heroes in Russell's movie first experience -- confusion, tedium, cynicism. Idle after the shooting war stops and unclear about what
happened, George Clooney, Mark Wahlberg, Spike Jonze, and Ice Cube come across a map showing where stolen Kuwaiti bullion is hidden. While in the process of "liberating" the loot, they witness the brutal suppression of anti-Saddam Iraqi rebels. Greed vies with conscience -- not unlike the actual event.

"The point of view of the movie is from the soldiers who were there," says Russell. "At first, they're just partying, they're bored, and then they get in the middle of this. Initially the Iraqis seem like a bunch of mosquitoes, but then they end up heeding these people at a human level.

"I remember when the war started I was at Sundance, and I thought it was surreal, more surreal than any movie that was at the festival. You'd see these fireworks going off and I'd get a sick feeling in my stomach. When I researched it, though, I sympathized with the cause to some degree, even if we were motivated by oil. I think it was right to not let Saddam Hussein do this. But I also felt the way it was finished was not quite right. To let the democratic uprising just happen and let it be crushed. I think George Bush actually agrees with me, according to recent papers."

But, as they say, that's all history. More appealing to Russell and audiences is the surreality of the event, which is reflected in Three Kings' kinetic, layered, inventive style.

"There is a lot of texture, and that is why I jumped at this. I wanted to try something unusual with more layers. Like when they go into that bunker where they get the gold. Rodney King is on TV, an Eddie Murphy CD is playing, there's a giant painting of Saddam grinning and wearing a mortarboard on the wall, and an Iraqi soldier is offering George [Clooney] a Cuisinart. I love this idea of American consumer culture coming back through the lens of another country. Meanwhile, upstairs Spike Jonze is being ignored and a riot is starting. All these things are simultaneous, and that's what makes it funny and emotional. I thought, this is an amazing opportunity for me to depict the strange contemporaneity of this kind of environment."

Unlike the TV coverage of the real Gulf War, however, Russell doesn't spare the messier details. When the shooting starts, every bullet counts -- the trajectory is followed in slow motion to the target and into the body itself, the film clinically depicting ruptured organs, shattered bone, snuffed lives. "I just want to do it in a different way. I didn't want to have a kazillion bullets going off like they did in Private Ryan. I wanted every bullet to be felt."

David O. Russell's "Three Kings' is a comedy-satire that humanizes the anonymous enemy in the Persian Gulf conflict

David O. Russell flipped the MasterCard-size Liquid Crystal Display (LCD) of his camcorder toward me so I could see what he was seeing: me - feeling a little besieged, a little turned-on, the object of a post-modern prank. Very second-year film school. Still, an interviewee keeping his own account of a conversation just sounds like good business. Leave it to a filmmaker to not simply turn the tables but to record himself doing it. "I bring this everywhere," he says, changing a tape.

Russell spoke in fragments and taciturn mouthfuls while he held the camera, waiting to be engaged, wielding it and hiding behind it at the same time. It was the kind of vidiot savant thing that sometimes makes you think there might be a little too much "Blair Witch" or "sex, lies and videotape" in us all. And Russell hadn't even seen "American Beauty," in which a pot-dealing voyeur neighbor fancies himself a digital filmmaker.

But two movies ago Russell wasn't a filmmaker per se. He was just writing-directing with a one-way ticket to that place a guy goes when his filmography starts looking like a moving-pictorial therapy session in which similar themes are repeatedly explored, sometimes to the point of solipsism. That's not a bad thing, especially after 1994's "Spanking the Monkey" and 1996's "Flirting with Disaster" came on with the idiosyncratic force of someone who could make dysfunction work for him and for anybody with a few Thanksgiving dinners worth of family turmoil.

After two films Russell's specialty seemed to be men in turmoil, namely with some acerbic Oedipal issues. "Spanking" dealt with a college kid (Jeremy Davies) and the fallout after he sleeps with his mother, for whom he gave up an internship to nurse. "Flirting" was jump-started by an adoptee's (Ben Stiller) cross-country search for his birth mother. His first film's bleakly comic existentialism and the follow-up's breakneck, joy-ride frivolity were distinctive enough to establish Russell as one of those name directors who would still seem independent regardless of who gave him money to make movies.

BUT RATHER than make a mother trilogy, Russell decided to further challenge himself and move outside the comparatively more comfortable domestic spaces - literal ones such as kitchens and living rooms - for more organic ones. His third film, "Three Kings" is set in Iraq just after the Gulf War. It's a movie so much more visually stimulated than his previous two that it looks like he was Oliver-Stoned drinking Spike-Scorsese cocktails between takes ( "At the time I was watching [Mikhail Kalatozov's 1964] "I Am Cuba' about the Bay of Pigs invasion." )

"I had another idea I was researching," he said in a laid-back L.A. calm. "Then I saw [a Warner Bros. story] log and this line jumped out at me about a heist in the Gulf and I couldn't stop thinking about it, so I dropped my other idea [about America circa 1900]. I took the idea of a heist. Then the L.A. Times had a day-by-day of the war - front page - with these color Xeroxes. It was the first war that had color newspaper pictures."

The film, which opens Friday, stars George Clooney, Mark Wahlberg, Ice Cube and Spike Jonze as U.S. soldiers looking for the millions in gold that Saddam Hussein stole from the Kuwaitis. But the film is neither the George Clooney star vehicle nor the action movie that Warner Bros. is trying to market it as. It's an ensemble comedy-satire of that war that manages to give voice to each of the factions that participated in it, including one Kuwaiti character (Cliff Curtis) and one Iraqi (Said Taghmaoui), both of whom suffered losses."Three King's" Arab characters are depicted with a naturalism and unsensationalized humanity light years away from Ed Zwick's "The Siege" or "Courage Under Fire," in which U.S. Gulf War troops are fighting an invisible, almost disembodied Iraqi army.

"To me there was no face on the enemy in that war, which was the most frightening thing about it," Russell said. "If you can reduce to a silicon image of a house with a bomb hitting it, it seems to take the war out of war. Nobody really went into the villages during the war. So I loved the rodeo-like chaos at the end of the war where guys could get in the jeep and go somewhere. Then they get to hang out with these people who, originally, were "camel jockeys.'

"They become very human. You get to know the guy - "You have a family like I have a family. You went into the reserve like I went into the reserve, just to make some money. Neither one of us wants to be here. Neither one of us likes Saddam. So if we both don't like Saddam, how come America's not doing anything to get rid of Saddam?'"

IN ADDITION to being a post-war film, "Three Kings" is also an unlikely period piece - the haywire March1991 setting held the 41-year-old filmmaker's attention more than the war itself. Russell uses the Rodney King beating, Bart Simpson dolls on the grills of Jeeps, Public Enemy's seminal album "Fear of a Black Planet" and arguments over Lexus convertibles and black quarterbacks as recurring pop-culture landmarks of that year.

"I watched about a week of the bombing," he said. "This movie begins when everybody stopped watching. It's not about the war. The war itself is a pretty boring affair to me. It was rockets going off on the TV screen for a month. Then everybody breaks out the yellow ribbons, then turns away. That's when this movie begins, when they're partying. I just kind of liked diving into the minutia of 1991 and what was in those guys' heads."

By this point, Russell had put his camera down and his geniality had kicked in. When he's not the camera, you can see that Russell doesn't talk with his hands, he communicates with them. We were sitting on the floor watching a two-minute spoof that Jonze, who's an ingenious music-video director, had made for MTV about Ice Cube and his mock-Method acting skills. We watched some clips from films I thought might have influenced his style, including Preston Sturges' 1942 screwball satire "Sullivan's Travels" (which he adores) and Gillo Pontecorvo's 1965 "The Battle of Algiers," which, like "Three Kings," shows a colonial war from several sides.

"I gotta see this movie," he enthused. "I feel embarrassed that I haven't seen it. But look at that. That's so amazing, it's right on the money for the look I was going for. Like the other movies I was watching at the time, it's got the documentary thing I really liked a lot."

I was in his LCD long enough to know that was true. 

HOLLYWOOD (Variety) - There's usually a paucity of Saddam Hussein portraits at premiere parties, but an eye-catching projection of the Iraqi strongman was on the Armand Hammer's wall at Monday's ''Three Kings'' after-party.

Saddam's silhouette, of course, tied in with the film's Gulf War theme, but it also made a subtle statement about the party  reflecting the picture's edgy new take on the action genre.

Star Mark Wahlberg said, ''This film will dictate the way MTV looks for the next few years.''

Also at the party were Wahlberg's co-stars George Clooney, Spike Jonze and Ice Cube, who were joined by guests including Salma Hayek, Trey Parker, Cindy Crawford, Renny Harlin and Don Cheadle.

HOLLYWOOD (Variety) - In an unprecedented move, Warner Bros. has opted to sell the soundtrack to ``Three Kings'' exclusively online -- through e-tailers CDNow and MP3.com -- instead of through traditional retailers.

The decision marks the first time a studio has opted to go the e-tailing route with a soundtrack first.

The move, which begins Friday with the release of the Gulf War picture, is actually a test run for Warners and Atlas Entertainment, who still retain the right to sell the soundtrack in brick and mortar stores should the online effort fail.

Two versions of the soundtrack will be available.

CDNow will offer a music-only version of the soundtrack (featuring Public Enemy, the Beach Boys and Rare Earth). CD will be sold for $11.99. CDNow Inc. is merging with Columbia House, the jointly owned music club of Sony and Time Warner.

MP3.com will offer an audio-visual enhanced CD ($13.99) that includes two trailers and a clip of an interview with actor Ice Cube. The site will also exclusively offer a free MP3 download of ``The Gold,'' by ``Kings'' composer Carter Burwell. The site receives 400,000 hits per day to its library of 154,000 downloadable songs.

Gary LeMel, president of music for Warner Bros. Pictures, said the soundtrack may not hit traditional retailers for months, depending on how well the CDs sell online. If they do, WB may go the same route with future soundtracks.

``Three Kings'' stars George Clooney, Mark Wahlberg, Ice Cube and Spike Jonze, and is directed by David O. Russell. 

We're Ready for Our Close-Up, Mr. Russell

* Director David O. Russell--whose latest movie, "Three Kings," opens tomorrow--proved he's no glad-hander at Tuesday's Washington premiere. As guests arrived at the Cineplex Odeon Wisconsin Avenue, and throughout the post-screening party at Maggiano's restaurant in Chevy Chase, he insisted on videotaping all of his social interactions with a small Sony digital camera. 

"He was kind of holding the camera at his side," NBC News correspondent Lisa Myers said after saying hi to Russell and then watching his Gulf War political thriller starring George Clooney, Mark Wahlberg and Ice Cube. "I figure that anyone who is talented or artistic enough to be a director is entitled to whatever eccentricities that come with it. But given that this was a Washington event, and the crowd was probably mostly journalists and political people, this may be the most boring half-hour of videotape he's ever shot."

Actually, it was a whole hour of tape, the 41-year-old auteur told us yesterday, featuring the likes of Undersecretary of State for Global Affairs Frank Loy and presidential adviser Sidney Blumenthal. "About 18 months ago," Russell said, "I started taping everything that had to do with the movie, even the times I first met Clooney and Wahlberg, from the moment they walked in and started the meeting." Russell said he has been taping "strictly for personal reasons, just to have a record. If I was ever going to do anything more, I'd have to get releases from every single person."

There is nothing gratifying about watching a bullet blast through a woman's skull. Exploding helicopters and splattered cattle are utterly indefensible. And few would smile at the image of a little boy being obliterated by a flashy missile. So why is David O. Russell's Three Kings such rousing entertainment?

This is not a question with an easy answer, because, fortunately, Russell has written and directed a nifty little war movie that defies convenient categorization. Based on a story by John Ridley and 18 months of Gulf War research by Russell, this tale of mercenaries and morality summons common expectations of the genre only to skewer them. The criticism lately leveled against a certain veteran director applies equally well here -- that violence and viscera needn't be celebrated graphically to make an effective movie -- but Russell counterbalances his gratuitous wankery with doses of irreverent wit. The result is a war movie less opposed to war than to dull, crusty philosophies. WWII? Been there. Vietnam? Done that. Really, is there anything left to say about nationalist valor or disillusioned rage? Three Kings makes its bid on new ideological turf by giddily dissecting the essence of fighting itself.

Of course, this isn't so much a war story as a politically charged fiction, an adventure set immediately after the Gulf War. It is March 1991, and George Bush's high-tech Desert Storm has left a squadron of American troops restless in the Iraqi desert. Archie Gates (George Clooney) is a divorced and cynical Green Beret who's not above a little slap and tickle to pass the two weeks before his voluntary retirement. Chief Elgin (Ice Cube) is a resolute Christian, an airport baggage handler whose tour of duty reveals the resilience of his personal creed. Troy Barlow (Mark Wahlberg) is a new father and doting husband whose patriotism is paralleled by his urge to party. Aided by Conrad Vig (Spike Jonze), a white-trash caricature who, curiously, idolizes Barlow, the men set upon their quest: Barlow and Vig have discovered a map between the buttocks of a stripped, surrendered Iraqi soldier; Elgin learns that the map leads to bunkers full of gold Saddam Hussein stole from the Kuwatis. Gates stumbles onto their clandestine meeting, and the four decide to seek a stash of stolen Kuwaiti gold bullion.

"What is the most important thing in life?" Gates asks his subordinates after their treasure hunt's first near miss. They've whetted their appetites for excitement by this point, skeet-shooting Nerf footballs from their speeding Humvee and blasting American classic rock (a la Apocalypse Now, in this case The Beach Boys' "I Get Around"). They've met oppressed Iraqi civilians and a few of Hussein's troops face-to-face, so the complexity of their original back-before-lunch plan is starting to dawn on them. The younger men make their guesses: "Respect?" "Love?" "God's will?" Gates, a pragmatic sort of guy, tells them the answer is necessity. In this case, that means that what is most necessary to Hussein's troops is to put down the civilian uprising. Thus, the temporarily-AWOL Americans are free to plunder the booty without interruption.

Or so they think. As Three Kings unfolds, these men find themselves spiraling into complications they never anticipated. Traveling from bunker to village, mosque to minaret, they discover that, despite the recent official cease-fire, their self-serving mission may become painful and messy. What starts out as simple Yankee greed quickly escalates into the bloody stuff of battle. Caught between the civilians, who provoke their empathy (and, eventually, solidarity), and the Iraqi army, who have the sheer nerve to fight back when their posts are invaded, these soldiers of fortune learn a lot more than they bargained for about the culture of the land they've been parking on and bombing.

As a truly surprising breath of fresh air, so do we. While countless standard-issue Hollywood racial slurs are hurled against the Arabs near the beginning of the movie, these serve primarily to illustrate the ignorance of the characters who spout them. Once the smug comfort of their base camp is stripped away, the foreign soldiers start meeting the natives eye-to-eye. For the project, dialects, religious motifs, cultural icons, and general behavior were overseen by a team of Iraqi advisors, including Sayed Moustafa Al-Qazwini (a religious leader), Sermid Al-Sarraf (an attorney), and Al No'mani (an actor and filmmaker). The contributions of these men cannot be underestimated, as many Americans (and American producers) would be all too happy to doom the Iraqis to being this generation's version of the Axis, the "Reds," or "Charlie." By bringing forth subtlety and vast diversity -- not only between the U.S. and Iraq but within Iraq itself -- these men have made a major contribution to mainstream American cinema.

Acting as a sort of lightning rod for much of this cross-cultural illumination is Amir, a leader of an Iraqi rebellion, played without a wink of irony by native New Zealander Cliff Curtis (The Piano, Insider). Amir, once an entrepreneur, has lost everything to Hussein's army but his daughter and his hope, and, once the matter of the gold is sorted out fairly, he joins the heroes for an exodus to freedom. While it is certainly strange for Curtis to be playing a Middle Easterner, his conviction as Amir is beyond reproach.

All the leads bring forth their strengths for Three Kings as well. Clooney is ideal as a gruff Special Forces officer, his features looking all the more chiseled in the harsh desert light. Ice Cube expands his horizons yet again as Chief, the spiritual conscience of the group. (Amazingly, when he blows up the aforementioned helicopter, he does not follow the explosion with a clever quip! Perhaps we're finally getting somewhere.) Wahlberg is by turns excessively charming and melodramatic, as is his character. Also, as television news correspondent and five-time Emmy runner-up Adrianna Cruz, comedienne Nora Dunn generates enough humor and pathos to keep alive an entire subplot about the role of the media in wartime.

The only unfortunate work here is the acting debut of manic video and commercial director Spike Jonze (soon to release his first feature, Being John Malkovich). While Jonze is energetic and often very funny, the character he inhabits is a moronic cartoon, a stereotypical redneck who may as well be called "Skeeter." He provides ample comic relief, yes, but it's a bit like having Scooby Doo in the battalion.

Distracting us from this exaggeration are Russell's manic direction (an impressive evolution from Spanking the Monkey and Flirting With Disaster), Catherine Hardwicke's grungy production design (her practice on Tank Girl obviously sharpened her for this), Newton Thomas Sigel's feverish cinematography (Fallen and Apt Pupil), and Robert Lambert's bang-bang editing (Above the Law, Sorcerer). Combined, these elements produce a heady brew of bleached and oversaturated desertscapes, cavernous alien dungeons, and pulse-popping rhythm. (Those who were disappointed by the sweeter, sillier return to George Lucas' Tatooine in The Phantom Menace may find their funky, dangerous desert fix here.)

It's ultimately futile to compare Three Kings with the genre material on which it riffs. Forget its wannabe side, begging for attention with pyrotechnics. Ignore its ridiculously tidy setup and conclusion. Likening this movie to a new, experimental document is far wiser. Look closely, below the posturing and fireworks, because something is twitching down there. Entering a new era of cinematic and cultural potential may not have been Russell's plan, but he's doing it here. Scoping the changing climates around him, he has delivered a touching yet demanding story. Not everyone will notice or appreciate this. Even those who do may not receive the movie's two subliminal suggestions, namely: Exult in the medium's ever-expanding spectrum of emotion, and despair that it takes so much gleeful violence to access sentiments so human.

Arizona is rolling in dough from films shot in the Grand Canyon State.

This fiscal year's receipts totaled $99 million from the filming of about 160 projects that came into the state including Three Kings, starring George Clooney, Mark Wahlberg and Ice Cube, which opens nationwide Friday.

The figure represents expenditures by actors, crews and executives for items ranging from 14,000 nights lodging and meals to dry cleaning and the hiring of 3,000 locals to shoot commercials, TV movies and major motion pictures.

The spending is more than double last year's $42 million. And that could be a conservative figure.

Robert Relyea, Metro-Goldwyn-Mayer's president for production, estimates that number to be closer to $200 million.

"The books don't show where the little Relyeas shop," Relyea said.

Relyea is explained as the two-for-one formula.

Even though a film's crew may consist of 100 people to be flown in by the studio and put up in hotels, you can't forget the spouses, significant others and children who accompany the employees to the set's location.

Those friends and family spend money locally for things such as rental cars, shopping and entertainment and bottled water.

The Arizona Film Commission tries to lure business to the state by conveying its film-friendly attitude. Unlike some states, Arizona does not impose fees or require licensing.

Labor costs are generally lower in Arizona than in California.

The economic impact of Three Kings was greater than other movies because the Film Commission convinced Warner Brothers to build its interior set in Arizona so the entire movie was shot in the state instead of going back to Hollywood for the inside shots.

Shooting the full movie in Arizona should show other production companies the possibilities and increase film business in the future, said Jackie Vieh, director of the Arizona Department of Commerce.

"Three Kings was the economic highlight of the 1999 fiscal year," Vieh said.

The Arizona Film Commission has been working for more than 25 years to attract films, made-for-TV movies, documentaries and television commercials.

The state's roads lend themselves to car commercials, points out Linda Peterson Warren, the film commission's director.

The Sedona area is particularly popular. A spot for the Subaru Outback sport-utility wagon shot there earlier this year is currently airing. Ironically, it features Australian Paul "Crocodile Dundee" Hogan.

Although the state's natural attributes sell themselves, increasingly Arizona is losing out to Canada, which provides incentives to film companies, Warren said.

Not only does Canada offer both national and provincial incentives, but also a 40 percent favorable exchange rate is an attraction, Warren pointed out.

"Money talks," she said.

In 1998, there were six feature films and zero TV movies shot in Arizona. That was down from five TV movies and 10 feature films in 1997, when spending by the film industry in Arizona reached a record $127 million.

That was up from $100 million in 1996 but down from 1995's $123 million.

Warren would like to see the commission's annual budget increase by $100,000 to $720,000.

The additional money, she said, would be used to network at more film festivals and raise Arizona's presence in Los Angeles and worldwide.

"You don't have to be a rocket scientist to see the Arizona Film Commission is the best bet government can make for its return on investment," Warren said.