COVER STORY : IT’S NOT...

A small, stylishly dressed woman stands in a narrow corridor at the Los Angeles County Museum of Art, staring up in awe at a row of huge photographs of writers and artists, all persecuted or forced to flee Nazi Germany.

Eyeing the melancholy visages of Max Beckmann, Franz Werfel, Ernst Barlach and George Grosz, she says quietly, “They all look so sad, like doomed men.”

Stephanie Barron, the curator who assembled the museum’s widely praised “Degenerate Art” exhibit, explains that the art displayed here, which includes work by Chagall, Kandinsky and Klee, was loathed by the Nazis, who vilified it as “degenerate trash.”

That phrase seems to strike a nerve with Barron’s guest, who wags her head furiously up and down. Of course, this isn’t any ordinary guest.

This is the pop siren who’s been banned by MTV, blasted by the Vatican and nearly arrested in Toronto for simulating masturbation on stage. This is the wildly ambitious pop diva who began as a disco boy-toy and ended up as a Vanity Fair cover girl. This is the media-wise pop provocateur who’s survived a stormy marriage to Sean Penn and a steamy affair with Warren Beatty, and when asked in her new movie whom she’d like to meet next, coolly responds, “I think I’ve met everybody.”

This is Madonna.

“Degenerate trash, huh?” she snaps sarcastically. “I know what you mean. Just like ‘A Current Affair’ and ‘Hard Copy.’ ”

Outfitted in a sleek black cinch-waist coat, shiny Doc Marten-style shoes and trademark Russian red lipstick, Madonna is taking a 70-minute after-hours swing through LACMA. “That’s the great thing about being a celebrity,” she says as she glides out of her limousine. “You get to go to museums after they close.”

It’s hard to imagine Madonna having spent much of her adolescence popping gum in museums. Yet accompanying her through the “Degenerate Art” exhibit (she parked her wad of Bazooka in the limo), you learn she’s savvy enough to see the similarities between Otto Dix and Ernst Ludwig Kirchner. Watching silent German films from the 1920s, she immediately spots the early works of Dreyer and Pabst. Eyeing Louise Brooks in “Pandora’s Box,” she’s absolutely transfixed, murmuring, “She is so amazing looking!” Still, her interests are largely visual--she’d probably flunk a pop quiz on the politics and literature from that era.

But what’s striking about Madonna is her complete self-confidence. Strolling through the exhibit, she makes absolutely no effort to hide her scholastic shortcomings. Stopping to scan an introductory essay, she says, “You can’t go too fast--I’m a slow reader.” As she strolled through each exhibit area, she peppered Barron with questions, freely acknowledging her lack of familiarity with a variety of obscure artists.

Madonna was especially taken by Barron’s account of Alma Mahler, a woman who enjoyed romantic liaisons with a host of Central European artists, including Oskar Kokoschka and Gustav Mahler. “But what did she do?” Madonna wonders. “Was she a painter too?”

Barron is at a bit of a loss. “You could say she was--well--a kind-of painter.”

Madonna flashes a knowing grin. “Oh, I get it,” she says. “She was a muse. “

It’s obvious Madonna feels an emotional bond with all this bold, sensual and--above all--subversive art. When Barron notes that the original “Degenerate Art” exhibitions drew far more patrons than the officially sanctioned Nazi art showing nearby, Madonna clenches her hand into a fist. “Of course,” she says triumphantly. “As soon as you tell somebody something is bad, they all want to come see it.”

Question: What’s so threatening about your sexuality? Nobody seems to get particularly worked up about Kim Basinger or Debra Winger or Uma Thurman showing their breasts. But with you--why does all hell break loose?

Answer: Because they’re not as powerful as I am. I reach more people. Kim Basinger showing her breasts isn’t threatening. But I think my sexuality’s boldness threatens people. I’m assertive. I’m not embarrassed or shameful or inhibited. I’m not just showing a breast. There’s something defiant about what I do. I’m challenging the mores and ripping open the taboos and turning up the underbelly of our society--all the things American culture tries to keep hidden. When I rip open my shirt and show my breasts, it’s a more powerful statement.

Madonna’s new film, “Truth or Dare,” is not really a concert film--and certainly not a documentary.

Shot during Madonna’s four-month Blond Ambition Tour last year, it’s a two-hour meditation on celebrity and its discontents, an alluring, dishy and seemingly intimate fantasy portrait of a pop star wrestling with the steely grip of fame. Madonna sees it as a mock-Warhol film. It’s Madonna playing Madonna--a performance within a performance--with the cameras always rolling, ready to shape, inspire, distort and sometimes simply record various events.

As is the case with most big events in Madonna’s career, the movie comes with its own built-in publicity campaign. As you may have read in advance press accounts, the cameras show Madonna baring her breasts, bitching at her soundmen, bickering with Warren Beatty, writhing in bed with her gay dancers and--yes--simulating oral sex with a water bottle.

But what the cameras never show is Madonna losing control. In fact, the only person who seems truly comfortable around the cameras is--surprise--Madonna.

Today’s stars are so fiercely protective of their airbrushed images that it’s hard to imagine anyone but Madonna showing herself screaming at her stage crew, making jokes about having sex with her father or--gasp--ridiculing an Oscar-winning Nice Guy like Kevin Costner.

But Madonna is shrewd enough to realize that it’s these unguarded moments that give the movie its forbidden air.

After all, “Truth or Dare” is her fantasy--she bankrolled the $4-million movie. She insisted that Alek Keshishian, the film’s 26-year-old director, have final cut. But why not give final cut to someone who told Vanity Fair that “my fantasy was always, ‘Oh God, I’d love to be Madonna’s best friend.’ ”

“There were plenty of scenes I felt edgy or uneasy about, but they’re still in the film,” Madonna explains, ordering a decaf cafe au lait as she settles into a quiet upstairs couch at a La Brea Avenue coffee bar. “Alek would debate with me and I eventually saw the light. Maybe all the moments aren’t necessarily flattering, but they’re the highs and the lows of the movie. And I realized that if I took one out, why didn’t I take out all of them?”

Question: I thought Warren Beatty offered the best critique of the film. When the doctor is treating your throat, he asks if you want to talk about anything off camera. And Beatty says tauntingly: “Turn the camera off? She doesn’t want to live off camera, much less talk.”

Answer: I don’t think that if you let cameras follow you around for six months that you’re giving up your soul. The world knows about everything in my life. They know when I have an abortion. They know when I go out on a date. So why is a doctor examining my throat suddenly off limits? For some reason, Warren thought filming a visit to the doctor was verboten-- this incredibly intimate thing. Meanwhile, the National Enquirer illegally purchases my medical records whenever they can. What’s to hide? I think Warren’s statement that I don’t want to live my life off camera is really a statement about himself. It’s him saying: “I don’t want anyone to know anything about my life. I want it shrouded in mystery.” And I think Warren believed that if he kept saying to the camera, “This whole thing is ridiculous!” that it would keep us from using the footage.

Question: Do you think he underestimated you?

Answer: Yes. But he’s always underestimated me.

Madonna says signs were posted in all her backstage areas, warning anyone who came there that he or she would be filmed. However, as an added precaution, she and Keshishian obtained signed releases from virtually all the regular members of her entourage. Except for Beatty: “Hah!” she cackled. “Do you think Warren is going to sign a release for a movie he hasn’t seen?”

The most talked-about celeb zinger involves Kevin Costner, who is filmed backstage congratulating Madonna. When he praises her show as “neat,” she immediately prods him, “ Neat? Whaddaya mean by ‘neat’?” And as soon as Costner leaves, she growls, “Anybody who describes my show as ‘neat’ has to go,” turns to the camera and pretends to throw up. She has no regrets about treating Costner as if he were some hayseed who just fell off the turnip truck.

“Well, he acted liked one,” she said, sipping her coffee. “To go to my show, which I think is very disturbing and moving, and then come backstage and say it was ‘neat,’ I felt that was a slap in the face to me. So basically, I was slapping him back.”

If it’s any consolation for Costner, Madonna’s family members didn’t get any special considerations. The film shows Madonna’s brother Martin, just out of an alcohol rehab clinic, trying to pick up one of her backup singers and failing to turn up after her show to visit her at her hotel. The footage makes him look like a forlorn, almost pathetic guy reaching for his sister’s coattails. You have to wonder what it added to the movie to drag his personal problems into the spotlight.

“It was reality,” Madonna says. “My brother willingly took part in the movie and in his interviews. It’s obvious I was upset because I thought that he’d missed coming to see me because he’d stopped to get something to drink. And when you see footage of him, trying to explain it, it’s obvious that it’s a con job. But I also think that he’s very entertaining. My brother is a ham. He’s an exhibitionist. And he knew full well what he was doing.”

Question: Did you ever have a woman in your life who offered you the kind of support your mother would have?

Answer: No. Not at all. Not even close.

Q: Do you miss that?

A: God, yes. When I see my girlfriends with their mothers even now I can’t even imagine--it’s unfathomable what that sort of nurturing would have done for me. Let’s face it. I probably wouldn’t be sitting on this couch here talking to you now if I’d had a mother. I really miss it. My role models who nurtured me when I was growing up were all men.

Madonna’s mother died when she was 6 but clearly did more to shape her life than anyone else. In what is perhaps the film’s most emotional--some might say over wrought--scene, Madonna visits her grave, first kneeling and then sprawling on the ground beside the headstone.

She freely acknowledges that it was the presence of the cameras--and her notion of “Truth or Dare” as an exploration of her life--that inspired her to make the trip. “I hadn’t been to her grave since my father remarried,” she says. “But that’s what this film was about. I was on a mission to film my life. So it gave me the opportunity to deal with an issue that I’d been avoiding or running away from all my life because it was so painful.”

The loss of her mother at such an early age fueled Madonna with an edgy, impatient desire to succeed. In the film, a member of her tour group puts it simply: “She’s in a race against time.” Reminded of the remark, Madonna quickly nods. “It’s true. Life is just too short and I have too many goddamn things to do, so I better hurry up. That has a lot to do with my mother’s death--I’ve felt that way since I was a child.”

As she sees it, her mother’s death freed her from accepting the typical constraints of a blue-collar, big-Catholic-family upbringing. “I think the biggest reason I was able to express myself and not be intimidated was not having a mother,” she says. “I did not have a female role model. Women are traditionally raised to be subservient, passive, accepting. The man is supposed to be the pioneer. He makes the money, he makes the rules.

“I know that some of my lack of inhibition comes from my mother’s death. For example, mothers teach you manners. And I absolutely did not learn any of those rules and regulations. And because I had such a large family, I realized that I would only be noticed and heard if I made the biggest noise. If I wanted my father’s attention, I would get on a table and tap-dance and lift my dress and--guess what--he’d pay attention to me.”

In “Truth or Dare,” Madonna is never seen with her musicians, only with her backup singers and, most often, with her troupe of young, predominantly gay, dancers. As she puts it: “They flocked to me. They were my family.” She revels in their affection, teasing them, flirting with them, playfully dragging them in bed with her. Then, just as suddenly, she stings them with a bitchy tongue-lashing, dubbing them “queens on the rag.”

Madonna views this complicated family affair in maternal terms, which is probably accurate if you can imagine yourself wrapped in the adoring arms of a black widow spider.

“It comes from my need to be mothered,” she says, running a hand through her shoulder-length blond hair, which shows an inch of dark roots at the top of her head. “I look at the dancers and say, ‘They’re me.’ I transfer me as a little girl onto them. I view them through all of my feelings of being deserted and not being emotionally supported or loved. And I say, ‘Now I’m going to be their mother in the way I didn’t have one.’ ”

Question: OK. Give me an analysis of your Hollywood career.

Answer: I’ve been a failure so far. And the reason is that I simply haven’t put a lot of thought into it. I haven’t honored or respected a movie career the way I should have. I didn’t approach it the way I approached my music career. I’d had a lot of success in music, and all of a sudden people were going, “Here’s a movie.” And I didn’t think about it. I just took it. I underestimated the power of the medium. It’s been a good lesson for me.

If you took a thermometer to Madonna’s stack of possible movie projects, the one that would generate the most heat is “Evita.” For more than a decade, everyone from Oliver Stone and Michael Cimino to Meryl Streep, Bette Midler and Liza Minnelli has been on--and off--the musical about Eva Peron. Now Madonna and director Glenn Gordon Caron are at the helm, with the Disney Studio providing the financing. But today, Madonna is gloomy about the film’s prospects.

“It doesn’t look very bright right now,” she says. “Every day I get another message from either my agent or Glenn Caron saying, ‘We’re waiting just one more day to hear from Disney on whether they’re going to give it a green light or not.’ But I’m not going to lie and say that my enthusiasm hasn’t flagged a little. I’m very fickle. And if Disney doesn’t commit soon, I’m just going to have to concentrate on other things.”

She contends that Disney’s legendary cost-consciousness has stalled the project. “It’s very frustrating. (Disney studio chairman) Jeffrey Katzenberg is squabbling over pennies. We’re all paying for that crazy memo he wrote. If they don’t want to spend the money, that’s fine, but I don’t want to be in a low-budget version of ‘Evita.’ ”

(A Disney spokeswoman says, “As far as we’re concerned right now, the movie is a go.”)

Madonna is developing other projects, including an adaptation of the James Baldwin novel “Giovanni’s Room” and a film about the life of legendary choreographer Martha Graham. She also has been working with two different writers on a film about painter Frida Kahlo. “I’m excited about it,” she says. “It won’t be your typical reverent artist-bio picture.”

Nor has Madonna ruled out the prospect of making “Lita and Swan,” a female buddy picture that would co-star Demi Moore and be produced by Joel Silver. “It has more character development than most Joel Silver films,” she explains. “The problem is that the timing doesn’t look good. They want to make it right away, but I think the script still needs some work and Demi is six months pregnant.”

You get the distinct impression Madonna is not the sort of woman who can sit on her hands for very long. “It’s true--I’m freaking out,” she says. She recently took a small role in an upcoming Woody Allen movie, in which she plays a circus performer. And she’s committed to playing a part in director Gus Van Sant’s adaptation of Tom Robbins’ novel “Even Cowgirls Get the Blues,” which she says will shoot in June and July. Asked about her role, Madonna quipped: “I get to make out with Uma Thurman. What could be more fun?”

Nearly a year later, Madonna still has mixed feelings about her last big film project--”Dick Tracy.” “This is going to sound really horrible, but I have to admit I’ve never really seen the movie. I saw a lot of bits and pieces, and I did see an early cut, and I saw about half of it at a premiere in Washington, D.C., but then I had to leave.

“You could say I have a lot of unresolved feelings about it. I remember being very upset that all of my big music scenes were cut up the way they were. I learned a lot about filmmaking from Warren, but obviously it didn’t make me a big box-office star, did it?”

Madonna’s happiest marriage has been with the media. Her critics have landed a few punches in recent months, most notably a withering broadside in Playboy that dismissed her as an emasculating pop tart. But she’s generally been portrayed with a mix of unabashed curiosity and outright adulation. She posed as Marilyn Monroe II in Vanity Fair. “Nightline” treated her like a presidential candidate. Even Spy magazine, which eagerly attacks everybody, has handled her with kid gloves, even putting her on its cover last month (albeit with Madonna’s head plastered on another woman’s body).

Madonna has even started to pick up a few highbrow accolades, most notably from hotshot feminist academic Camille Paglia. Writing in the New York Times last fall, she lauded Madonna as the “future of feminism.” Praising her “profound vision” of sex, Paglia wrote: “Madonna sees both the animality and the artifice of sex. She’s taught young women to be fully female and sexual while still exercising total control over their lives.”

These accolades don’t go unnoticed. In fact, the south wall of Madonna’s kitchen is dominated by an immense blond-wood magazine rack, stocked with Vanity Fair, Mirabella, Vogue, Interview, Traveler and more.

“I don’t mind being the subject of gossip,” she says. “People who take it seriously just end up being devastated by it. I find a lot of it fairly amusing. Spy can be very funny--it’s abstract gossip. It’s more challenging than People or US. I enjoyed being on their cover. I’d just like to know whose body they used instead of mine.” (Spy says Nicki Gostin, its picture research editor, posed as Madonna’s “body double.”)

Madonna handles the celebrity glare well. Her house in the Hollywood Hills is hermetically sealed, with guards, hidden cameras and an electric-eye gate. But out in public, she is relaxed, if on guard. Though she is recognized virtually everywhere she goes, she quietly slipped into her favorite coffee bar, sized up the crowded room and casually asked if she could retire to a quiet, upstairs area. It’s easy to see why journalists have generally treated her with respect. She is smart, sassy and fearlessly frank, and never ducks a question.

When she realizes the bar’s noisy sound system might be drowning out her replies, she takes the tape recorder off the couch and holds it in her hand. “No problem,” she says brightly. “It’s just like holding a microphone. I’m pretty good at it.”

You’ve raised a lot of money--and awareness--for AIDS-related causes. Why hasn’t Hollywood, which has many gay men in positions of power, taken a more active role?

Answer: Because nobody wants to offend anybody. If you take a stand on something, then you may not get a job, or people may not go see your movie or people might be insulted by your actions. Everyone is afraid in this town. This is a town full of very self-centered, selfish people who make their entire living out of putting their best face forward.

Throughout “Truth or Dare,” Madonna repeats--as if it were her mantra--that her act isn’t just provocative, but political too. Not everybody buys that. In fact, many critics say she’s confusing political statements with shock-value narcissism. Even on “Nightline,” when asked how she could wear a neck manacle in one of her videos and not see herself as a sex slave, she replied, not very convincingly: “But I chained myself. I’m in charge!”

As more than one critic has pointed out, Madonna’s favorite video sexual theater--whether it’s her leather ‘n’ lingerie poses or footage of two women kissing each other--offers classic male fantasy poses. On the other hand, she has taken an active stance in various political causes. In addition to performing numerous AIDS fund-raisers, Madonna has put her mouth where her money is. Her now-celebrated (and much-faxed) interview with the Advocate was a raunchy, no-holds-barred affair--and more important, a rare example of a straight superstar unabashedly courting the gay press.

“I think my point of view is very political,” she insists. “Most people in entertainment don’t want to present their point of view about anything. But I think presenting my point of view about life, whether it’s about sexual equality or anti-homophobia, is a political statement. I know it has an impact. I know that people look at me and say, ‘She’s someone to look up to because she’s really in charge of her life. She’s doing what she believes in.’ ”

Is being a role model a political statement? Perhaps not. But Madonna makes a telling point. Her enemies certainly view her as a subversive cultural force.

“Look at this Rev. Donald Wildmon character and all his Moral Majority people,” she says. “They’re obsessed with me--and there’s a hostility to that obsession. They have a hatred for the power and fame and freedom that I have. For them to go around, banning records and books and trying to get people arrested, it’s a pretty clear statement about their own obsessions.

“Obviously I’m tapping into something in their unconscious that they’re very ashamed of. And since they can’t deal with it, they tell everyone it’s shameful. I was really reminded of that in the ‘Degenerate Art’ exhibit. It’s like Hitler--they want to purify your thoughts.”

Near the end of the film, we hear one of the people on your tour say of you: “She’s very unhappy much of the time.” True?

Answer: I certainly was unhappy on tour.

Question: But why? When you’re out on tour, aren’t you doing what you love?

Answer: I’m a tormented person. I have a lot of demons inside of me. My pain is as big as my joy. It’s always been that way. I used to throw myself into a project to mask my pain. Now I’ve learn to exorcise my pain--and try to heal it--through my work. So it’s become more productive for me emotionally. I can act out whatever hostilities I feel onstage or write about my pain in a song.

What Warren Beatty says in “Truth or Dare” is at least half-true--Madonna doesn’t want to live her life off camera. But you sense it’s more than just a narcissistic craving--perhaps she simply finds solace--and inspiration--in the soothing warmth of the cameras’ attentive glow.

“The process of filming somehow set up certain interactions, especially between me and my dancers, that never would have taken place,” she says, popping a Bazooka bubble in the back seat of her limo. “It brought us closer together. For example, we played ‘truth or dare’ all the time. But the one that we got the best stuff from--that we used in the film--would’ve never happened if we hadn’t have done it for the filmmakers.”

(“Truth or dare” is a cheeky party game in which players either choose truth, where you must answer any query, no matter how personal, or dare, where you must perform any act requested of you. In the film, Madonna does both.)

“ ‘Truth or dare’ was good therapy for everybody,” she says, working on her gum. “Once you got past the exhibitionist side of it--who’ll kiss who, who’s sleeping with who--then you got down to the real truth. People couldn’t hide. It became a real therapy session.”

In fact, the entire movie is Madonna’s therapy session. As the film’s star, she gets to work out her anxieties and live out her fantasies. But what makes “Truth or Dare” such a striking celebrity confessional is that it stars Madonna in both roles--as patient and therapist.

Trying to explain the film’s therapeutic value, Madonna returns to musing about her mother’s death. “I guess the die is cast when you’re 5 years old. Whatever has gone on with me began as a cry out to the world. I was saying, ‘I’m alone. I don’t feel loved.’ ”

In “Truth or Dare,” when her assistant has a birthday party, Madonna gets up and reads a simple, heartfelt poem she’s written for the occasion. The key line? “You can’t count on much in this life,” she says. “I should know.”

“I really do believe that,” she says softly, nodding her head, as if savoring that small piece of wisdom. “That’s the school I come from--don’t assume anything. It’s a way of protecting yourself from being hurt.”

Looking out the window, she squints into the sun. “And it’s a way of allowing yourself to go on if you are hurt. If someone stabs you in the back or humiliates you, it’s a way of keeping yourself from being too devastated.”

As she slips her sunglasses back on, she displays a faint smile. “And you know what--it works.”