COVER STORY : Directing Is...

What we’ve got here is a failure to enunciate.

Those are some pretty mean-looking galoots in the holding cells and they’re growling like caged animals do when the zookeeper is late with lunch. The din gets even louder when the hall door clangs open, and two undercover narcotics officers, the very cops who nailed most of them in the first place, come strolling by, to check out the lock-up of yet another perpetrator.

One tough customer shoves his arm right through the bars, and grabs the more fragile-looking of the pair, a blond woman who looks like a teen-ager. She yelps, and her partner--who, not incidentally, is also her lover--takes notice. He grabs the bad guy’s arm, twists it, pushes his partner to safety, and then, for good measure, yanks the guy’s head right smack against the bars. Clunk .

The other prisoners go ballistic, screaming and braying and shouting explicitly obscene threats.

And on the other side of the camera, a thin, pony-tailed blond woman in a peach-colored jersey and blue jeans yells “Cut!” Because, in her considered opinion, the inmates just aren’t shouting loudly enough.

“We’re having a situation here where we could be at a PTA meeting!” Lili Fini Zanuck yells in a voice no less authoritative for its slight hoarseness.

Some of the bad guys behind the bars appear positively abashed. The next take, which is set up very, very quickly, is not necessarily any better. But it’s a good bit louder.

Welcome to “Rush,” the $17-million Zanuck Co. production now shooting in and around Houston. On this particular afternoon--by coincidence, Lili Zanuck’s 37th birthday--the Oscar-winning co-producer of “Driving Miss Daisy” is directing a key scene in the suspense drama, and she wants everything, every sound, to be just right. They’re not really in a city jail, they’re in the middle of a former printing plant in a half-gentrified, half-shabby neighborhood called Montrose. (The plant, which boasts an impressive Art Deco exterior, also doubles as the production office.) Those aren’t cells, those are artful arrangements of metal bars and painted plywood. But some of those extras look like they belong in holding cells, or at least have firsthand knowledge of what the real things are like. So Zanuck wants them to sound as real as they look.

Richard Zanuck, Lili’s husband, co-producer and Zanuck Co. partner, sits in a not-so-far-off corner of the set and nods approvingly at his wife’s take-charge attitude. “Rush,” he later explains during a break in filming, is a tough, gritty story about two undercover narcotics cops, played by Jennifer Jason Leigh (“Miami Blues”) and Jason Patric (“After Dark, My Sweet”), who work close to the edge, and then topple into the abyss, in 1975 Texas. With its amorality, its sudden violence and its R-rated language, it is not a pretty picture. What it is is the first movie his wife has ever attempted to direct.

“I don’t mean this in any kind of unfeminine way,” says Richard, “because Lili is very, very feminine. But she thinks like a man. A lot of women would cringe at having to direct this kind of show. She relishes it. She doesn’t back off from things that are pretty much male territory in terms of storytelling and filmmaking.

“I think people might see this and say, ‘Gee, I knew Lili was kind of a tough, strong-willed girl, but this looks like it was directed by a real tough guy.’ ”

Perhaps. Other people might look at “Rush,” which is set for a late fall release by MGM, and wonder if, on some level, Lili Zanuck saw the project as a metaphor for her own life. The movie’s heroine, Kristen Cates, is an attractive young woman who fights hard to gain acceptance in the male-dominated world of Texas law enforcement. Lili Zanuck, who started out as a gofer for her husband back when he was partnered with producer David Brown, has earned her position after more than a decade of work in another sort of man’s world. But even now, in some quarters, there are doubts. Even now, she has to deal with people who question her claim to really being the one who discovered an unpublished manuscript called “Cocoon,” and persuaded her husband and his partner of its movie potential.

Pressed on the subject, Lili quickly dismisses any pop-psychology probing into her reasons for wanting to make “Rush.” But, yes, certainly, she makes no bones about it--she wants to tell the story with a woman’s point of view.

“There aren’t very many stories where you have a female lead that’s interesting,” Zanuck says as she curls up into a battered couch between takes. “And for me, personally, as a woman in the industry who gets a lot of material submitted to her, I get a lot of victim stories. Dysfunctional relationship stories where some woman’s the victim. And that isn’t interesting to me.

“Which is not to say I’m not sympathetic toward victims. But I just think that, probably, in a storytelling way, television may be a better medium for (that kind of story).

“But in a feature . . . it’s more interesting to have a woman like this, who is placed in one conflict after another, but who is not really a victim--she’s the victim of a situation, maybe, but not necessarily of a person--and also, who has control. She loses it, but she keeps taking it back.”

Lili Zanuck admits that she’s been thinking of directing a feature for a long time, years before she and Richard picked up their Oscars for “Driving Miss Daisy.” But it wasn’t until last year, after the Zanucks obtained the “Rush” manuscript in a highly publicized bidding war, that she allowed herself to give voice to her ambitions.

“For me and other women of my generation,” she says, “there was always a limitation to your dreams. So then, you had to re-interpret your dreams for yourself. Like, there’s no way you sat around saying, ‘When I grow up, I want to be a producer.’ I mean, what the hell was your prototype? What were you using as your role model? You didn’t have one. So I never used to fantasize about being a producer.

“And then, when I did start producing, that was a fantasy. There were probably like three of us, three women producers, at the time. And even then, there was no way that I allowed myself to dream out loud about directing.

“So, if you ask, ‘When did you really first think about directing,’ well, it was a long, long time ago. If you ask, ‘When did you admit to thinking about directing,’ well, probably some time after ‘Cocoon.’ ”

Richard Zanuck likes to describe “Rush” as a kind of updated “Days of Wine and Roses,” alluding to the 1962 drama that cast Jack Lemmon and Lee Remick as alcoholics. “It’s in a different setting,” he says, “and a different time. And the addiction is a more current addiction. . . . But it’s still two people trying to help each other, thrown into a situation. That kind of realistic, gritty kind of thing.”

It’s the story of Cates (Leigh), an aimless small-town Texas girl who joins the police force as the best way she can figure to move beyond her dead-end job in an ice-cream parlor. On her first undercover assignment, she’s teamed with Jim Raynor (Patric), an old-before-his-time veteran who knows a little bit too much about the drug culture for his own good. Raynor is the one who teaches Kristen how to take heroin and cocaine, all to better maintain a convincing cover while dealing with druggies. Before long, the cops are enjoying their work much too often, to the despair of Raynor’s old friend and captain, Larry Dodd (Sam Elliott). And a bad situation gets worse when the junkie cops fix on building a case against a high-rolling drug lord (played by rock legend Gregg Allman in his feature acting debut).

Novelist-turned-screenwriter Pete Dexter, who recently adapted his National Book Award-winning “Paris Trout” for the Showtime cable network, wrote the script. The original writer assigned to the job, Robert Towne, was eased off the project, Richard Zanuck says, “because he went down (to Florida) to do five weeks on ‘Days of Thunder,’ and wound up staying there for five months--and after about eight weeks, we just couldn’t take it any longer.”

Dexter based his script on the novel by Kim Wozencraft, who had based her book on her own experiences as an undercover narcotics officer in Tyler, Tex. (The movie is set in the fictional town of Katterly.) Those experiences, it should be noted, included becoming addicted to drugs, planting evidence on suspects, being arrested and spending 18 months in a federal prison.

After her release in 1983, Wozencraft moved to New York, enrolled in Columbia University and worked on a master’s degree in writing. “Rush,” which started out as her master’s thesis, was released as a hardcover last year (it will be released in June by Ivy Books). Its publication was accompanied by several nationally published feature stories, including profiles in New York and People magazines, that dredged up the details of her sordid past.

“But (the movie) is kind of twice-removed,” Wozencraft said in a telephone interview from New York. “Because there were elements of my life that were incorporated into the novel, and the novel has been incorporated into a screenplay. And now, it’s even more than twice removed, because the screenplay is being interpreted by the actors and the director.”

The Zanucks, who paid $1 million for the film rights for “Rush” while it was still a rough manuscript, are very emphatic when they say that their film is in no way, shape or form a docudrama. As they see it, it’s a work of fiction, based on another work of fiction, which was based loosely--very loosely--on fact.

“Actually,” says Richard Zanuck, “I think experience is a better word than fact.... We’re very satisfied with the fact that we have fictionalized an already fictional story.

“Nobody’s kidding anybody, nobody’s pretending that certain experiences did not occur that parallel what (Wozencraft) wrote about. But in the movie, we’ve gone even one step further from those experiences.”

For that reason, and several others, Lili Zanuck says she “strongly” encouraged her actors not to contact the real-life figures who inspired Wozencraft’s fictional characters.

That’s OK with Jason Patric, who says he prefers not to burden himself too heavily with research while building a character. “I can say, obviously, that there are certain types of things that we have to know in this movie,” Patric says. “So I looked at them, I met certain people who helped me. . . . But I didn’t need any additional information. I could use my instrument to interpret this man who’s on this page. I really don’t need to see how he walks, or how he breathes.”

But Jennifer Jason Leigh sees it differently. Lili Zanuck respects her star’s decision to contact Wozencraft, to obtain additional background information. “But I didn’t think it was a good idea,” Lili says. “And I still don’t.”

Leigh disagrees. In her trailer after the day’s shooting, she points to a clutter of black binders stuffed with magazine articles, interview transcripts and other pertinent material, piled high atop her dining table. She cheerfully describes herself as “a research nut” and notes that, when she starred in Paul Verhoeven’s “Flesh and Blood,” a 16th-Century drama in which she was ravished by Rutger Hauer, she hired her own research assistant to obtain and collate material on medieval life and customs. She has a research assistant for “Rush,” too.

She also has memories of a friend who overdosed on heroin. And she recalls hearing rationalizations from her friend that sounded a lot like the ones offered by her character, Kristen Cates.

Leigh, who admits she pursued the lead role in “Rush” “like a mad dog,” insisted on meeting Wozencraft to observe “just the way she sits across from you at a table. The way she uses her hands. The way she could tell me a story about her feelings about what happened. And what she felt when she was doing certain things.

“A lot of times, Kim will say, ‘Well, that is a character, and this is me.’ And so then, I’ll say, ‘Well, OK, then--who are you? ‘

“I do feel a certain loyalty to her. Like, when Pete Dexter and I were having a disagreement about something in the script, and I was saying, ‘But look how great this is in the book.’ And he would say, ‘Yeah, but I don’t like that, I don’t believe that.’ And then I would feel very defensive about Kim. So, in that context, yeah, I feel very loyal to Kim. And I really hope she likes my performance.”

So far, Wozencraft likes what she has heard.

“I was out of town last week,” Wozencraft said, “and Jennifer called, and left a message on my machine. And she had a Texas accent. Which kind of stunned me, because when I had spoken to her before, she didn’t have it. And she had it down. It was perfect.

“So it sounds like she’s very much in the role.”

The last time Richard Zanuck produced a movie in Texas, “Sugarland Express,” he took a chance on another first-time feature director: Steven Spielberg.

“And after that picture,” Richard says, “I was so convinced that Spielberg . . . could make ‘Jaws.’ But everybody came up to me, including some high-ranking people at Universal, and said, ‘OK, he did “Sugarland Express,” but why would you give him this big, expensive, very complex, complicated story that takes place at sea? Why don’t you get the guys who have done a lot of action?’

“And I said, ‘That’s exactly why I don’t want them.”

Richard had also seen as many buddy-cop movies as he ever wanted to see. So when the time came to pick a director for “Rush,” he once again went with someone who had a different take on the material.

“I think,” says Lili Zanuck, “that, probably more than anything else, what appealed to me in the story was the ambiguity of it. Because I really think it’s important right now--at any time, for me--that things aren’t that black and white. This idea that the people in the name of good do something pretty dastardly, that’s something we’ve witnessed a lot, in a very public way. In the name of something very good, a lot of people get hurt.”

In “Rush,” Lili Zanuck says, “you have the narcs that become junkies, junkies who get turned over to become snitches. You get the supposedly good guys being bad. And the bad guys who really aren’t that bad. You get that constant ambiguity that really occurs in real life. This is just a much more extreme case of it.”

Regardless of whatever disagreements they may have over research, or interpretation, Jennifer Jason Leigh has nothing but praise for Zanuck as a director. “I think she really enjoys working with actors,” Leigh says. “I think she really enjoys that interaction.”

Jason Patric says he was impressed that, right from the start, Zanuck “was clear about what she wanted . . . and what she wanted you to bring. I think that’s a strength on her part--to be new to the scene, and not to surrender, but to respect what you have to bring to the thing.”

“You know,” Richard Zanuck says, “most producers who have just won the (Oscar) wouldn’t stick their chins out on the very next thing they do, and direct. But she really wanted to do this, and she wanted to find a really challenging subject. . . . She didn’t want to make her directorial debut with a ‘Mary Poppins’ kind of story.”

Richard Zanuck suspects that, deep down, his director really does have a lot in common with the heroine of her film.

“Lili’s personality runs in the same direction,” he says. “She’s explosive, she’s very decisive, she’s very funny. And she’s all the way out there.”