Imagine that husky-voiced New York brass, tomboy assertiveness and intent beauty in movie roles that Jean Arthur, or even Rosalind Russell, would have played. Instead, her latest role is as the seemingly put-together female lead in Woody Allen's "Hollywood Ending," a parable of aging, persnickety, perfectionist director Val Waxman (Allen) who gets one last chance at making a hit through the efforts of ex-wife and studio executive Leoni. Val berates his agent, Mark Rydell (terrific as a timeless schmoozer) and makes a mess of things with Leoni's fiancé, studio head Treat Williams. What could go wrong? How about a director who contracts psychosomatic blindness and has to shoot an entire film without letting anyone know? It's the stuff of one of his four or five page New Yorker short stories, and it flies on screen, mostly through the consistently strong casting--George Hamilton, of the deep tan and hilarious timing, doesn't have enough to do as a studio lackey whose job is never made clear. Cinematographer Wedigo Schutzendorff contributes a papery, golden glow, and actually gets Allen to move the camera a time or two.

Leoni, on the other hand, just wants to sit. At the sight of her massively swollen belly, you can only inquire, How are you? "I'm eight months," she says, leaning back in her chair. "Any time. I'm very sensitive, y'know. I'm very pregnant. We take things very personally."

OK. Let's start here: Leoni says there was one rumor about working with him that turned out not to be false. "It's true. The man can kiss."

How many takes? "Yeah, right. 'Let's do one more. Five? Let's do one more.'"

But screen kisses aren't real kisses. "Who told you that? I don't know who those actors are. They're missing a whole lot of fun. I think it's a wonderful little legal cheat that you get."

What about the thirty year age difference? He's 65, you're 36. "Oh, I applaud the man. I think if he can do that, that's great. I didn't feel that I was on the wrong end of that equation. He's older. He's very sexy."

At what point, though, does it become otherworldly, this bagging of babes, a turnoff to an audience? "Well, we actors have such a hard time! Jeez! I don't know. I certainly didn't feel like it was sci-fi with him at all. Maybe I'm just getting older, I dunno."

Story goes that as one of the few actors in the cast who had read the entire script, Leoni spread daily disinformation. "Well, I mean, honestly, without a rehearsal, what the hell else am I going to do with a script? It just lays there. Literally. Unless I want to pick it up and go into the closet and make funny with myself. So I had some information that other people didn't have. I didn't realize it was such a coup until the day I came into the makeup trailer and I said, 'I've misplaced my script, has anyone seen it?' and five actors shot out of their chairs, looking around frantically. I got an idea from that." A well-honed beat, and she continues, "At different times, in private, I believe I told each character that they had a foot fetish mentioned in the script at some point. Just a silly little thing."

Did Allen hew to the page? "Oh not twenty percent. He's very concerned that you own every line. He'll ask you, 'Would you say that?' and if you say no, he's more than happy for you to sub whatever line you feel more comfortable saying. That's just sort of the fluff, the ad-libs on a line basis. We had whole scenes that were irrelevant. That to me is hysterical. There was a seven-page scene, I was up all weekend sweating it, I say, 'It won't work in this room.' He says, 'Yeah, I wrote it a year ago.' Well, anyway, let's just put that down. At that point, you just wanna faint!"

And that's what a few actresses have said of the chance to play the sort of role once held by Diane Keaton or Mia Farrow. "The role is a bit straighter than some of the prior gal-friends, by design. I didn't feel there was any, 'this is your shot, kid,' in those shoes. I would've loved to have read and screen-tested for this part. You know that nightmare, you show up at school without your underwear on? It's so much worse than that. Because you have no idea what you're up to. We hadn't even spoken! As I read it, it seemed I wouldn't be able to help him out much. I had no idea. Still have no idea. But it was really fun."

Actors always claim that about Allen. Why? "It's very easy to get so fascinated with him that you do--what's that weird compulsion that people can have, that if somebody itches their ear, you itch your ear, kind of thing? You're all flirting with that when you're around him. Men and women. He has a great magnetic pull. Something about him. Maybe it's because he's a genius and he's so funny and charming and he's got that whole musician thing going and he's very prolific and he has a great self-effacing humor; add all that up, you know how it is." Her hand rests on her huge belly. "He's a dynamic, I mean, I'm talking about Woody Allen, iconic, if that's a word. I think that's a column in architecture. Ionic? I learned that in seventh grade. See, this is what happens. You should never do press pregnant. Not because it's uncomfortable, but because you're a little bit more stupid."

"Hollywood Ending" opens May 3.

Also by Ray Pride

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