MOVIES : The Brooklyn Dodger : It’s hard to get a fix on Lorraine Bracco--and that’s the way she likes it. She’s a former model, concerned mother and intense actress but she’s no longer the ugliest girl in the sixth grade

Her hair is Barbie doll-flossy, her jacket is Hermes silk, but her voice is Breslinesque, a burly Brooklyn roar she lets run ahead like a dog guarding its mistress.

“We have preconceived ideas of a smart mouth, people who ‘tawk like dis’ ” she says, goosing her diction with self-parody. “But do I want to lose who I am? Hell no.”

Lorraine Bracco is a study in purposed incongruity--a flashing red and green light, a walking carrot-and-stick, a self-made princess with a wad of gum in her jaw. The daughter of a Brooklyn fishmonger, she was voted the ugliest girl in sixth grade, but grew up to become a Paris fashion model. She was a New York housewife and mother of two daughters who became an Oscar-nominated actress. Her portrayal of Karen Hill in Martin Scorsese’s “GoodFellas” was greeted as a return of the tough-talking, non-blond Hollywood heroine. Yet Bracco insists, “I never want anyone to know they have seen me in the movies.”

This year, Bracco seems on the verge of a career breakthrough with major roles in three films --”Medicine Man” co-starring Sean Connery, the controversial “Radio Flyer,” and the upcoming thriller “Traces of Red”--the actress is forgoing supporting roles to become a star in her own right. At the same time, some of Bracco’s post-”GoodFellas” luster has been tarnished. Her eight-year marriage to actor Harvey Keitel unraveled two years ago amid rumors of her relationship with actor and director Edward James Olmos when the two worked together on the film, “Talent for the Game.” That film was never released theatrically and since then Bracco has taken some unexpected critical heat for her abrasive performance as Dr. Rae Crain in “Medicine Man.”

Despite her increased visibility, the 37-year-old actress, who has been called Brooklyn’s version of Audrey Hepburn, does not turn a head as she moves through a hotel lobby on a recent afternoon. With her large brown eyes, sharply defined features and slender neck, Bracco has much of the gamin about her. That is until she speaks, a garbled New Yorkese that she augments with a truck-driver swagger.

Bracco hikes up her jeans and shoves up the sleeves of her silk baseball jacket, a ready-for-action posture that is at odds with her professionally coiffed hair, small dangle earrings and her lips outlined in raspberry.

“People don’t recognize me,” she says, pausing at the hotel elevator’s polished doors, squinting at her own reflection. “I like to hide,” she says pulling her spun-sugar halo into a ponytail. “I’m a good hider.”

The chameleon abilities that have served Bracco in her personal life have also been evident in her screen performances. She made her feature film debut five years ago in Ridley Scott’s culture-clash thriller, “Someone to Watch Over Me,” as a novice actress with a lone Off Broadway acting credit: appearing with her then husband, Keitel, in David Rabe’s drama, “Goose and Tom-Tom.” Bracco’s portrayal of a cuckolded Queens housewife who forgoes tears to KO her unfaithful detective husband captivated pre-”Thelma & Louise” audiences and upstaged fellow actors Tom Berenger and Mimi Rogers. As the Washington Post’s critic, Hal Hinson, wrote in a review, “Bracco eclipses both co-stars.”

She was hailed as the new Debra Winger, a feisty, dark-haired Cinderella whose non-blueblood lineage brought a freshness to the screen and future job offers to her door.

“It was a joke,” Bracco recalls with a mix of self-consciousness and pride. “I mean, my God, I was home with the kids. I had made a movie for three weeks. They were sending scripts, they were calling, they wanted me in California. Who was prepared for that?”

Howard Zieff, who directed Bracco in one of her next films, “The Dream Team,” described the actress as possessing “a lot of anger and a lot of joy. I believe both sides of the spectrum.”

Her sinewy portrayal of the Jewish wife of Henry Hill, the Mafia mobster in “GoodFellas,” solidified Bracco’s diamonds-and-coal-dust acting talents. In 1990, she was nominated for an Oscar and won a Los Angeles critics’ award for best supporting actress.

At a time when many actresses of her generation are competing for a dwindling number of roles, Bracco continues to land parts that go beyond, as she puts it, “being subservient to the oh-so-powerful male. Weepy, sappy? I throw those scripts,” she says feigning a tossing motion. “I hear the word sexy and I go ‘Penalty! Penalty!’ Women are far more interesting than what Hollywood wants us to play.”

Indeed, her roles this year will test Bracco’s ability to play women other than street-smart Eastern urban types. In “Radio Flyer,” the actress plays a burnt-out, ‘60s divorcee unaware that her second husband is physically abusing her two sons. In “Traces of Red,” which will be released early this summer, Bracco plays a bottle-blond, Van Cleef & Arpels-encrusted Palm Beach socialite.

Settling into a corner table in the hotel dining room, tossing her jacket over her chair--”It is Hermes but it’s a men’s jacket,” she says apologetically--Bracco seems at pains to explain that she has “no game plan,” that her success has been due to her ability to find films “that I like, stories that touch me and I can learn something from, because if I learn, then you’re going to learn.

“I want to go home at night and like myself,” she says. “How’d your day go, Lorraine? ‘I made dinner, I made phone calls, I helped my mom, my kids, you know. OK, good night.’ I go home to myself. Am I wheeling and conniving? No. It’s like, they sent a script. Do we like it? We don’t like it. Waaah, I don’t wanna to do it!’ ”

Having coffee with Lorraine Bracco is a little like having a tea party with Sybil: There are only two people but many personas at the table. During a two-hour conversation the actress takes on several faces--a giggling teen-ager, a concerned mother, a tearful artist, a hard-nosed businesswoman, a gawky starlet, a polished professional--all amazingly ingenuous postures. “That’s the thing about being an actress,” she says matter-of-factly. “It taps into that chameleon or the model in me.”

She seems a citizen of the same psychic landscape as Lucille Ball--an attractive, intelligent, talented woman bent on playing the clown. Bracco herself admits to being a classic late bloomer. “I’ve always been about 10 years behind everyone,” she says. From her childhood in Brooklyn as “the tomboy king of the street” to her high school days on Long Island to her decade modeling in Paris where she was “never glamorous, more the girl-next-door type,” Bracco has been out of sync with the public perception of her.

And that perception may be changing again. While Richard Donner, who recruited Bracco for the difficult role of the mother in “Radio Flyer,” insists the actress is “a director’s delight, she’s so sensitive and instinctual,” others have been less charmed by the actress’s flights of emotion. In “Medicine Man” Bracco played her largest role to date and she was all but handpicked by co-star Sean Connery to play the hard-nosed Dr. Rae Crain, dubbed Dr. Bronx in John McTiernan’s politically correct romantic comedy set in the Amazon rain forest. She was meant to be the Hepburn half of a gingery Hepburn-Bogie teaming with Connery a la “African Queen.” However, the film was almost universally panned when it opened earlier this month. While critics blamed McTiernan’s missteps in a non-action picture, they also singled out Bracco for an unduly screechy performance that several likened to Kate Capshaw’s nearly career-stopping role in “Indiana Jones and the Temple of Doom.”

Bracco was also criticized in a recent magazine article as unprofessional and unduly difficult during the film’s arduous shoot in the Mexican jungle last year. Crew members were said to have dubbed the production, “Who’ll Stop Lorraine?”

Bracco’s response to this is many and varied. Mention the film’s No. 1 box-office position in its opening week and the actress shoves her knuckles in her mouth to stifle a laugh. “Good thing I don’t understand any of this,” she says with feigned innocence. Her assessment of the film? “I think we missed a lot of notes and beats in the storytelling,” she says coolly. “John had very specific ideas and that was hard for me.” She pauses. “You know, when I took the role I was holding the Tom Schulman script in my hand.”

Which was not what was shot?

“No, it was not.”

As for the story in Premiere magazine that portrayed her in less than flattering terms--an article for which she refused to participate--Bracco responds like lit gasoline.

“How dare they insinuate things?” she says. “It was a total misconstruction of who I am. (Shooting the film) was a horrific creative experience for me and I did the best I could under the circumstances. I told the writer I had nothing nice to say so I would rather not say anything at all. But I will never allow another press person on a set again. They are there for two hours taking in a four-month shoot. If I want to fool around (on the set), I have the right to fool around. If I’m edgy and tired because I just flew in from L.A. the day before where I was looping another film and I’m shooting a scene that wasn’t in the script, I don’t expect (the writer) to know that, but I will never allow that again. Who the hell is he to comment on any kind of creativity?”

Beyond the off-screen difficulties, Bracco’s performance in the film--one decidedly out-of-step with her previous work--raises the question of her relationships with her directors. She admits that her best performance remains Karen Hill in “GoodFellas” because “Marty (Scorsese) is an artist who is adored by his crew and he creates an atmosphere of trust where an actress is allowed to say anything even if you think it is the stupidest thing in the world.

“Look, I know all the errors of this movie (“Medicine Man”),” she says. “I know what works and what doesn’t and I know I’m right if I follow my instincts. I don’t mean to come off as a smart-aleck, but when I am directed against those instincts, against my nature, I know we’re in trouble.”

Ernie Martin, an acting teacher affiliated with the Actors’ Studio in New York where Bracco originally studied, describes his former pupil as an intense Method actress who brings “a lot of passion and a lot of intelligence” to her roles. “All actors come from a point of emotional vulnerability,” says Martin, who has also coached Bracco privately. “But Lorraine is one of the few who comes with a real passion. She is not one to give airs but is willing to get down in the trenches.”

Donner says that it was Bracco’s talent for emotional risk-taking that convinced him to cast her in “Radio Flyer.” “I had seen her in ‘GoodFellas’ and was totally knocked out by her,” says Donner, who brought Bracco in to replace Roseanna Arquette when he was tapped to take over the troubled project last year after Columbia removed screenwriter David Mickey Evans as the film’s original director.

“Lorraine was tough, a self-preserver who was also victimized, and I was looking for somebody who could play the mother with many notes,” says the director. “She is a woman who is something of a ‘60s burnout, totally dedicated to her children but also a little naive. Lorraine had to hit it precisely or you would dislike her.”

Mention the film to Bracco and the “Medicine Man” storm clouds yield to a sunny day. “It was a great experience,” she says, leaning over her plate of melon with a warm smile. “When I met Dick I didn’t even know who he was, this big gorgeous man who came over to me and said ‘I love your work.’ I don’t know anybody, what do I know? When he rattled off a list of his movies--’Superman’--I said ‘Superman’?! I love ‘Superman.’ Thank you!”

Playing the role of the divorcee unaware that her alcoholic second husband (played by Adam Baldwin) is physically abusing her sons (played by Elijah Wood and Joseph Mazzello) “was very hard for me,” Bracco says, “because it was the furthest from my own nature. I would never react like Mary and I got very depressed during the filming. I would hug the children and say things like ‘just because Mary isn’t here for you doesn’t mean Lorraine wouldn’t be.’ ” Donner says that during the shoot last winter, Bracco “needed direction, like any actor does,” but he adds “she is a blessing for a director the way she plays her emotional extremes against each other. It’s her strength as an actress.”

To prepare for her role, Bracco researched the subject of child abuse and attended seminars held by John Bradshaw, the pop psychologist and author of “Homecoming: Reclaiming and Championing Your Inner Child.” She found shooting the film so emotionally draining she would “go home and cry.” Frequently she would turn to Donner insisting “that Mary should know what’s happening, she should help her children.” Bracco pauses, tears springing to the corners of her eyes at this recollection. “Dick just hugged me,” she says. “I know the reasons I made this movie, so that things would stop if people saw it. If one mother became aware, if one child could speak up, that’s why I made the movie.”

Her reaction suggests that “Radio Flyer” carries a lot of personal resonance for the actress. Bracco nods. “Healing the inner child,” she says her gaze intense, her voice a whisper. “I made amends with that little girl who had been hurt by being called the ugliest girl on the bus. I realized I had done many things in my life to prove that wasn’t true and what happened was the ‘outer’ me was OK, but the inside needed something else.”

Bracco was born in Bay Ridge, an ethnically diverse Brooklyn neighborhood, to an ethnically diverse household--the middle of three children born to an Italian-American father and an English mother, a war bride of French ancestry. She remembers her early years as happy. “I was a big tomboy,” she says, who found her metier in the rough-and-tumble life of Brooklyn’s streets. Her family’s move when she was in fourth grade to the town of Westbury on Long Island, “primarily a Jewish neighborhood where we were the minority,” was more difficult for all the Bracco children.

By the time she was in high school, Bracco was well established, in her own mind, of playing the odd man out. “Well, it was enlightening,” Bracco says today. “Not being Jewish. I used to come home and say ‘Ma, everybody’s Jewish, how come we can’t be Jewish? Suddenly my whole world was in reverse.”

She was a non-college bound student flanked “by these very bright girls who were scoring hundreds on their calculus exams and heading off for bright futures at Tufts University or wherever, and I was just lucky to get by,” Bracco says. And unlike her pretty younger sister, Elizabeth--”who was much prettier than I am”--Bracco found the transition socially difficult. “The only reason I think I ever had friends was because I made them laugh. It was like my tool of survival, especially with the boys.”

She took refuge in the school’s drama department, performing in several plays, but she was never considered a standout by her peers or herself. “I never thought I would be an actress. I wanted to be a model but I thought I would be a secretary. I had my own route ready.”

Jeffrey Kurland, the New York-based costume designer and one of Bracco’s high school friends, remembers the actress as “never ugly, she was just different looking. I would turn to her and say, ‘Honey, go get those (modeling) pictures taken.’ ”

She made the rounds of several New York modeling agencies. “Eileen Ford said I was too heavy and I needed a nose job,” Bracco says. “Thank God, I didn’t want it that bad.” Eventually, Bracco went to the late Wilhemenia.

“I’ll never forget what she said,” says Bracco, her voice softening. “She said ‘I don’t know what it is about you, but I like it.’ It was like she knew I was never going to be a top model, but that wasn’t the thing anyway.”

Kurland describes that meeting as seminal for Bracco. “Wilhemenia was the first person of importance to tell Lorraine her dream could come true,” he says. “Lorraine keeps metamorphosing and she has always sought to surround herself with nurturing people.”

Bracco puts it in stormier terms. “I was scared of it, my sexuality. I hide all that because it was overwhelming for me. It was a lot for me, when I was younger. I guess there were a number of men and women who were attracted to me and I wasn’t aware of it. It was the age of sexual freedom when I was 18 or 19 and you got a good little Catholic girl in here,” she says tapping her chest.

She took refuge in Paris, ten years as a model that served as a finishing school of sorts. She learned to speak French, made commercials, appeared on the cover of several magazines. She also married a Frenchman, “practically my first boyfriend,” and had her first child, daughter Margaux.

When modeling jobs became fewer and farther between, Bracco branched out. She worked as a disc jockey for Radio Luxembourg and began to dabble in film. She appeared in a couple of French comedies and she even worked with the Italian director Lina Wertmuller. She met her second husband, Keitel, at a sidewalk cafe. Within a year, she had married and moved to New York, where she lived in a TriBeCa loft, studying acting and slipping easily into the downtown art crowd that was loosely headed by Scorsese.

It was her husband’s connection with Ridley Scott that helped her land her first film job in 1982. “Harvey and Ridley had known each other,”’ says Bracco, “but I still needed to be like Arnold Schwarzenegger to get in the door. It was like ‘No, no, no, we don’t know her and we don’t care.’ She won the part of Ellie Keegan after one audition. “I was not going to make this girl a victim,” says Bracco. “I wanted to have her really take charge.”

It was after that film that she auditioned for Scorsese. “I didn’t get the role,” says Bracco, “but Marty called me and said ‘You are very talented and you should continue to study and we will work together one day.’ ” It was another Wilhemenia-type encounter that as the actress says, “really put the jets on my hiney. I had almost stopped acting, but Marty gave me inspiration.”

It was several years later, after Bracco had made “The Dream Team” with Michael Keaton and “Sing” directed by Richard Baskin, that she played Karen Hill in Scorsese’s “GoodFellas.” “I still didn’t work for year,” says Bracco. “Everyone kept saying ‘Yeah, Yeah, Marty makes men’s movies.’ ” That drought ended with her Oscar nomination, which Bracco still reacts to with a touch of awe in her voice. “I was really honored that people would write my name down,” she says.

Today, the actress lives with her two daughters in a home outside New York in the Palisades, that Bracco recently purchased “now that I’m financially secure.” She has separated from Keitel--”we’re both doing a lot of growing,” she says sidestepping any discussion of their future. And despite being romantically linked with Olmos she insists she is alone for the time being. “I go back home and take the kids to the bus. That’s my life now,” she says.

It is pointed out that alone now or not, Bracco has shown a particular talent for finding key people--Wilhemenia, Keitel, Scorsese--to help her transform herself.

“Oh yes,” she says. “Anyone who can give you a little push in the right direction, anyone who can open my eyes, my mind to the kind of women I really am,” says Bracco. “because I’m trying to find her.”

Bracco has finished her coffee and has another appointment to keep. “A psychic,” she says with a laugh. “I have to find out what’s going to happen next.”

On her way out of the restaurant, Dustin Hoffman, flanked by his entourage, comes around the corner.

“Oooh, Dustin Hoffman, that little Papillon,” says Bracco, executing a sudden lane change and pulling into Hoffman’s path. A grimace flickers across the actor’s face.

“Mr. Hoffman,” says Bracco, shoving her hand at the actor and substituting her cab driver twang with her best Catholic schoolgirl politesse. “Hi, I’m Lorraine Bracco. I always wanted to meet you.”

The two actors go into a flurry of air kisses and trade “love your work” before Hoffman laughs.

“I’m sorry,” he says, reaching up to touch Bracco’s blond hair. “I didn’t recognize you.”

“Hey, that’s OK,” says Bracco. “I don’t recognize myself.”