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Think of John Waters as a racy Wizard of Oz. Generations of American storytellers have chronicled provincial misfits and artists leaving their homes and finding their true colors in Los Angeles, New York or San Francisco. But Waters does the reverse, attracting international talent to his native Baltimore and convincing them that Charm City and the Emerald City are fully equal.

This fall he did it again while shooting A Dirty Shame. Conceptually, it's a hoot. In the 1979 gang classic The Warriors, Walter Hill pictures a teen-age wild bunch called "the Warriors" and sends them running for their lives through the streets of New York. In A Dirty Shame, John Waters imagines rival groups of families and friends from different generations and environments, names them for their clashing erotic mores - "Sex Addicts" and "Neuters" - and sends them running up and down and all around Baltimore's Harford Road.

One October night you could have mistaken Waters for the Wizard behind the curtain as he watched Sex Addicts and Neuters converge in a biker bar, the Holiday House (6427 Harford Road). After setting up each shot, he retired to a dark corner of the saloon and sat glued to the video monitoring the action as Selma Blair, best known for playing a Harvard Law School snob in Legally Blonde, kept her balance despite huge prosthetic breasts.

The difference between Waters and the Wizard is that Waters is no humbug. This guy loves to make movies - and by now he knows how. A Dirty Shame is his attempt to see whether the guerrilla comedy of early no-budget shockers like his Female Trouble can reach exhilarating lows when explored with (he should pardon the phrase) style and craft.

Suzanne Shepherd, familiar to HBO-watchers as Carmela Soprano's mom, plays Blair's grandmother. She's the matriarch of a family-owned convenience store and a leader of the Neuters - even though her daughter, played by Tracey Ullman, has had a concussion that's turned her into a Sex Addict, and her granddaughter, Blair, is a Sex Addict icon who goes by the stage name "Ursula Udders."

Shepherd was doing a wonderful job of conveying shock and revulsion at Waters' sex-charged heightening of the Holiday House scene. But when Shepherd first entered with Chris Isaak, who plays her Neuter son-in-law, she pushed the square-jawed singer-actor out of the way. This move propelled Waters from his corner to suggest that an older woman new to a flesh-and-leather milieu might not be so hasty to navigate it alone.

Waters' early films had a giddy amateurishness. Now he cares about actors' beats and timing. In one shot, Shepherd kept missing her second mark, but Waters guided her through it patiently. And Shepherd, an acting teacher at Sarah Lawrence College and New York University, loved him for it. "Acting is acting no matter what the context," Shepherd told me later, "and if you act only from the shoulders up, you're not acting, you're just making faces."

Of course, appearing in a Waters film requires more acting than usual from the shoulders down. During a break, Waters admitted that his mother asked whether A Dirty Shame would take the glow off the widespread mainstream infatuation with Hairspray. Waters chuckled and said, "The halo from Hairspray was getting to feel a little tight."

Twelve years passed between Waters' discovery of the Holiday House and his decision to use it as a prime location. He began to go there right after the release of Crybaby. Burned out on doing publicity, he roamed along Harford Road looking for a bar where, unlike Cheers, no one would know his name.

Every person he asked warned him that the Holiday House would be too rough for him - "they'll kill you in there!" - so naturally, that's where he went. At first he wandered in alone and found that if you were respectful of the clientele, they'd be respectful of you. Then he started taking friends like Paul Reubens (Pee-wee Herman) and Ricki Lake and, he says, "art people from Europe, who'd never seen a biker bar. Sure, you can see a biker bar in L.A., but it's probably a faux biker bar. This is the real thing."

Waters drolly adds that he told Holiday House regulars that if "trendy people" started showing up once stories like this one broke, "you can beat them up if you want to."

Frank Hughes, the bar's owner, says, "I don't know where the rough reputation comes from. We get a good mix here - it's a biker bar, but we get a lot of professionals and business types, too - and any people that have a problem with that, we just ask them to leave."

Hughes admits that when Waters first made his way there, "I didn't know who he was." But by the time Waters got around to telling Hughes he was going to make a picture at his bar, Hughes' response was, "You've been coming here for years. What took you so long?"

The Oscar Wilde of outre or overlooked Americana, Waters is an eccentric aesthete and a democrat, and his sophisticated blending of grit, glitz and art-world adventure is part of his appeal. He treasures wit but prizes individuality above all. (So did Wilde.) He's both an upside-down dandy and a real jim-dandy: Ullman looks at him working the room in his black turtleneck with a jacket striped on just one side and says, "He has such great taste in clothes."

Waters is fond of the Holiday House because "it's an outsider world that I'm not included in, but am accepted by." Its uninhibited personality emerges more from the clientele than from the sports-and-beer brand decorations. Waters has used a number of bar habitues in the film. They spill out of the saloon and into the rear function room that serves as the set's holding area, exuding a gruff good humor.

As I speak with a table-full of bikers, to a man - and woman - they spout live-and-let live mottoes that fit right into Waters' view of Baltimore as an accepting city. Owner Hughes may contend that the repetitions of filmmaking taught him, "I'd rather own a bar than be an actor." But despite the annoyance of covering up their brand-name insignia to avoid product-placement in the movie, most of the bikers are eager to step before the camera, at least for a funky John Waters sort of picture.

The regulars agree with Hughes that all sorts are welcome at the Holiday House, whether their collars are blue or white or their necks are pale or red. Under the extravagant hair and belt buckles and leather or denim vests and multi-zippered jackets, their number includes a land surveyor for the city as well as a Harley-Davidson mechanic and a sometime bartender.

The members of the spot's dominant motorcycle gang, the Fat Boys, long ago befriended Waters; he's a veteran of their locally famous luaus. But no luau ever quite resembled the wingding that Waters is throwing tonight. In the scene's calm, conventional opening moments, the Fat Boys shoot glances at the dance stage erected for Blair's character, Caprice Stickles, aka Ursula Udders. They are sad because the stage is empty; Ursula has apparently mended her exhibitionist ways. But they stay full of good cheer by tossing back beers as a band belts out an unprintable sing-along.

What the script calls "biker bedlam" really explodes when Ursula unexpectedly returns with her mother, Sylvia (Ullman), and Neuter stalwarts Big Ethel (Shepherd) and Vaughn (Isaak) follow the uproar inside. Without getting overly specific, let's just say Big Ethel bags her granddaughter. Obviously, we're in for a typical Waters warlock's brew: sex, booze, novelty tunes, vintage rockabilly and the saloon equivalent of roots music, mixed with rebellious subcultures on the one hand and sex-cop vigilantes - and real cops with sex hang-ups - on the other.

What's promising is that it all seems gleefully open-ended. Waters has a talent for making implicit tensions wildly explicit - for getting secret behavior out in the atmosphere and messing with it. Comic chaos is welcome. Interpretations are infinite. That's why cinematographer Steve Gainer can describe the film as "darker than some of John's other pictures" and Isaak can say "I always thought John was laughing with and at everything in this film, himself included."

Ullman, with satirical hyperbole, confides to me that she hopes her depiction of orgasm in A Dirty Shame "will at least rank with Meg Ryan's in When Harry Met Sally" - and be even more of a rallying cry for "female empowerment." But with the aplomb of an up-and-coming actress playing a cantankerous daughter, Blair wonders, to the contrary, whether what the movie really does is question "whether sex is empowering for anyone."

After Blair tells me this, Ullman comes over to give her screen daughter a hug. Isaak marches to Waters and quips, "I hope you're proud of yourself," then turns to me and declares, "I have nothing to do with this picture." The cast's warmth and amusement are genuine.

They each have individual reasons for appearing in A Dirty Shame. Ullman, for example, was relieved to read a "tight, witty script, with dialogue that's full of pep," in which her character was not described, with deadly politeness, as "an older, but still attractive woman." Blair had hoped to work for Waters even before her pal Johnny (Jackass) Knoxville tipped her off to this project; she loved the chance to stretch her comic ability to a happy grotesque limit. In his trailer, Isaak makes the statement that underlines their group involvement: "Everyone knows John's work, and he's earned the right for people to want to work for him because it's a John Waters movie."

According to Isaak, part of what made him a Waters believer was the writer-director's collection of essays, Crackpot. "Hilarious," Isaak decrees; "now that's a book worth reading." And Waters, in keeping with his humorous affection for schlock entrepreneurs like William Castle, has become the first moviemaker to apply the DVD aesthetic to paperbacks: The new, 2003 edition of Crackpot features "9 new bonus features plus a director's commentary."

Reading his book is like interviewing the man, observing him at work or watching him serve as host of the off-Hollywood equivalent of the Oscars, the IFP/West Independent Spirit Awards. In fact, he collects and reprints three years of Spirit Award remarks in the volume.

Waters' ability to span vastly different forms and venues with a seamless personality is a giant plus. For the actors and crafts-people, it means a clear, direct connection to the movie's guiding sensibility. To Shepherd, that sensibility is "smart as well as generous and hilariously fun in an almost childlike way." Presumably, the almost covers the gap between a normal childlike person and one who would co-author (with writer-curator Bruce Hainley) Waters' also-just-published Art: A Sex Book. It features, for example, the "XXX Adults Only" cover for the first edition of The Old Reliable Catalogue of hundreds of phallus-flaunting men.

For Waters fans, the unified style and purpose of his multimedia presentations make his creative trajectory easy to track. When he served as host of the 2001 Spirit Awards, Waters explained, "Whenever I start a script, I know it's time to get in my car and drive around Baltimore snooping and spying. Inspiration comes from exaggerating real life. I always do the location scout first before I even begin to write the narrative. I pick the neighborhood where the characters live, choose their actual homes, and watch the neighbors doing yard work, shopping for groceries, taking out the garbage, and then fantasize about all the horrible and hopefully funny things that could happen in their lives."

Waters went on to tell his Spirit Awards audience that since "my new script is about blue-collar sex addicts and their search for some kind of dignity," he thought it would be unwise to "talk to the neighbors" about it. He didn't want anyone to remember him as a narc-y kind of guy stalking their streets and hangouts "when the real location scout" would knock on their front doors.

He shouldn't have worried. Post-Hairspray, many Harford Road residents would do anything to help him make his movie (despite a radio report or two to the contrary). When asked, they wanted to have penis-motif landscaping - topiary phalluses - on their lawns. Some even baked banana bread (among other things) for the production company, presumably with no puns intended.

One element that supplied Hollywood heat to A Dirty Shame was the early encouragement - and casting in a supporting role - of Johnny Knoxville, the evil genius behind Jackass. When Waters was host of the Spirit Awards earlier this year, he began by lambasting them for ignoring Jackass: The Movie: "Jackass was critic-proof, shot cheaply, made a fortune, and left audiences vomiting in the aisles. What more do you want? Its grossness, its grosses and its greatness must never be forgotten!"

Knoxville had left the Shame production by the time I visited it, but Waters was still singing his praises: "I've said for a while now that the mantle of Pink Flamingos has fallen to Johnny Knoxville."

At the end of his time on A Dirty Shame, during an early morning of pub-crawling, Knoxville climbed on top of a bar to take a group farewell photograph, oblivious to the ceiling fan that subsequently whacked him in the head.

At this year's Spirit Awards, Waters also urged independent filmmakers to "confuse the MPAA [Motion Picture Association of America] with kinky sex acts that they can't rate NC-17." He suggested "adult babies," and asked, "Have you seen the stories in the press about these guys? Grown men who eroticize being infants?"

Waters took his own advice and included such a character in A Dirty Shame. He reminisces for a bit about appreciating the adult-babies phenomenon before he even knew what it was. Elia Kazan's Baby Doll, with its image of Carroll Baker in a crib, was the first movie the nuns warned him not to see, so he went and loved it ("Baby Doll may be what made me want to make movies!"). Later he stuck Edith Massey into a crib in Pink Flamingos.

His favorite story about the making of A Dirty Shame centers on the Adult Baby character. The man was outfitted in full infant regalia and standing on Harford Road at about 3 a.m. when a passer-by stopped, pointed at the production caravan and asked him, matter-of-factly, "Are you in this?"

"That's what I love about Baltimore," Waters laughs. "People are so accepting!"

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