COVER STORY : James L. Brooks, Hollywood’s Dark Prince of Comedy, is trying to pull off a $40-million manic-depressive musical comedy. How’d he talk them into it? Well . . . : They Just Gotta Trust This Guy

Huddled with one of his film’s co-stars before shooting a big scene, James L. Brooks whispers into Albert Brooks’ ear, soothing the actor with a hypnotic comic mantra.

“Make it all anxiety and pain,” he says softly. “It hurts. You’re in pain. Intense pain. Lots of pain. Just hurt, man.”

Is it any wonder the 53-year-old writer-director reigns as the Dark Prince of American Comedy, the man with an instinct for finding the hidden agony in every burst of laughter, the funny bone in every wince of pain?

One of the creators of “The Mary Tyler Moore Show” and “Taxi,” Brooks went on to write and direct two hit films--”Terms of Endearment” and “Broadcast News”--while also producing Fox TV’s groundbreaking show “The Simpsons.”

But now he’s really pushing the envelope. An intense perfectionist armed with a caustic wit, Brooks is making “I’ll Do Anything,” a manic-depressive musical comedy featuring a woebegone out-of-work actor, a despondent test-screening researcher, an indecisive development girl and an Angst -ridden action-movie producer who contemptuously refers to his rivals’ efforts as “cappuccino movies.”

It’s a true Hollywood Insider’s comedy, a $40-million movie where every laugh is laced with fear, insecurity and betrayal.

“Everyone cries in this movie,” Brooks cheerfully admits, wandering the set, wearing a green felt baseball cap and cuffed bluejeans. “Even the walk-ons cry in this movie!”

Today, producer Burke Adler (played by Albert Brooks) is fidgeting in a nearly-empty suburban movie theater, seated two rows behind a clump of youngsters who constitute the most powerful and mysterious force in today’s culture--the focus group.

They’ve been recruited to discuss Adler’s latest schlock classic, “Ground Zero” (we actually see footage of the mock film, which features Woody Harrelson battling a crazed villain in a meat freezer).

As written by Brooks, the scene is an unsettlingly authentic depiction of Hollywood marketing research, in which young moviegoers give researchers instant input into their movies’ appeal for different demographic groups. Led by no-nonsense research chief Nan Mulhanney (played by Julie Kavner), a crowd of earnest moviegoers grade the film by the most elemental of date-night standards.

It’s too long, too violent, too stupid--each complaint sticks like a dagger in Adler’s heart.

Before shooting the scene, Brooks coaches the extras playing his focus group. “How many of you have seen ‘Under Siege’? “ Brooks asks his extras, who respond with a raise of hands. “How many of you liked it? . . . How many of you would rate it Excellent? . . . Good? . . . Fair? . . . Poor?”

Brooks walks around the group, studying his camera angles. “So anything you would say about ‘Under Siege,’ you should say about our movie. And anything you would say about Steven Seagal, you should say about our star, Woody Harrelson.”

Brooks retreats behind the camera and films Kavner questioning the group. When she asks for a show of hands from everyone who enjoyed the movie, Albert Brooks strains forward in his seat, almost airborne with anxiety, glaring at the focus group member nearest him who keeps her hands in her lap.

Between takes, he nervously prowls around the theater, beads of sweat collecting on his upper lip.

“This reminds me too much of the real process in my own movies,” he says (the actor has directed four features himself, most recently “Defending Your Life”). “It’s torture. You worry about what every single person thinks.”

So what was he thinking when he menacingly leered at the woman who didn’t like his character’s movie? “Oh, nothing really,” he says brightly. “I just wanted to lift her out of her seat, strangle her and throw her out of the theater.”

Albert Brooks, who played the sweat-drenched TV newsman in James L. Brooks’ “Broadcast News,” seems to have a direct hot line to the director’s comic psyche. You can almost feel them tapping into each other’s hidden anxieties as they go one-on-one, dribbling jokes back and forth as Brooks prepares his actor for a key close-up at the end of the focus group scene.

“Let’s get in a little tighter,” Brooks says to his director of photography, the acclaimed Michael Ballhaus. “This is the biggest close-up of the movie.”

Brooks studies Albert Brooks’ image on his video monitor. “A little closer,” he says to Ballhaus. “Just his mouth and nose.”

Without missing a beat, Albert Brooks jokingly summons his makeup man: “Bob!”

Brooks’ response is instantaneous: “Bob can’t help you now. You need God now.”

Hearing Ballhaus whispering to his camera crew, Albert Brooks erupts in mock panic. “Jim! He’s switched to another language. I know only one word in German-- cross-eyed --and I just heard it!”

After he peeks into the camera, Brooks tells Albert Brooks to move closer to the camera. “We need you bigger.”

Albert Brooks starts twisting his head, pretending that his neck is a corkscrew. “Here, I’ll just put on my bigger head.”

Brooks flashes a fiendish grin. “Bob,” he says, even though Albert Brooks’ makeup man is nowhere in sight. “Maybe you could touch up that vein in his eye.”

On the wall of James L. Brooks’ office, near pictures of his kids and a framed fax from Prince (“U Da Man! Thank U.”) is a hand-scrawled note on Paramount Pictures stationery. It marks the origins of “Terms of Endearment,” his Oscar-winning film directing debut. The note reads: “Your picture at 7 1/2 million. Christmas ’82.”

Visible below, in a hasty scrawl, is the signature of Brooks’ studio benefactor, then-Paramount studio chief Michael Eisner.

Despite all of Brooks’ success since, he worries that Hollywood is an increasingly forbidding environment for filmmakers with distinctive voices.

“When you want to do a movie for personal reasons, you have to go ahead and make it as fast as you can,” he says. “Because you never know when they’re going to pull that rug out from under you.”

When you’re making a musical, you really have to work fast.

Dubbed by Brooks, only half-jokingly, as “a perverse Shirley Temple movie,” “I’ll Do Anything” is a comedy of emotional discomfort, featuring a tumultuous father-daughter relationship set against the self-absorbed world of Hollywood.

But what really sets it apart is that it’s a musical. Even with its chic pedigree--nine original songs by Prince, one more from Sinead O’Connor and choreography by Twyla Tharp--it is still being released in an era in which live-action musicals are about as fashionable as Edsels and eight-track tapes. Are today’s MTV-weaned moviegoers eager to hear Brooks’ cast, including such notable non-crooners as Nick Nolte and Albert Brooks, sing their own songs?

There are times when you wonder if Brooks is feeling the heat. On a reporter’s first visit to his set, the director promptly announces, “I’m only going to say this three times--This is not a backstage musical. This is not a backstage musical. This is not. . . .”

Just what kind of musical will it be? Brooks’ associates still haven’t seen a finished cut, and even the director himself says he’s not sure how the musical numbers will play out.

“Whenever Jim’s name comes up these days, people say, ‘Have you seen his picture? Has anyone seen it?’ ” says one producer, a longtime Brooks admirer. “If it wasn’t for everyone’s respect for Jim, I can’t imagine anyone betting $10 that this movie is going to make money.”

In Hollywood betting circles, Brooks gets the respect of a thoroughbred leaving the paddock as an odds-on favorite. Only Steven Spielberg’s Amblin Entertainment can rival Brooks’ Gracie Films as a source for profitable--and prestigious--film and TV projects. Brooks’ “The Tracey Ullman Show” was the Fox Network’s first critically lauded hit, spawning “The Simpsons,” which has won eight Emmys and earned hundreds of millions of dollars in advertising and merchandising revenues.

In addition to winning a best director Oscar for “Terms of Endearment,” Brooks has served as a hands-on mentor to a number of talented filmmakers, producing such well-regarded successes as Penny Marshall’s “Big,” Danny DeVito’s “The War of the Roses” and Cameron Crowe’s “Say Anything.”

His ability to marry quality with box-office appeal, combined with his knack for nurturing young talent, earned Brooks a seven-year deal to develop films and TV shows for Sony Inc. The arrangement, valued at $100 million, gives Sony exclusive rights to any entertainment projects from Gracie Films, plus a commitment from ABC-TV for three new series worth another $30 million. The first series, “Sibs,” was a ratings disappointment and is currently being reworked; the second, “Phenom,” starring Judith Light, is expected to be in the ABC lineup this fall.

So if the Sony brass have concerns about the commercial potential of “I’ll Do Anything,” due out around Thanksgiving, they’re keeping them well hidden.

“The conventional wisdom about musicals is wrong,” says Columbia Chairman Mark Canton. “What really works when you make movies is the unexpected. Who knew that animated films would do the kind of business ‘Beauty and the Beast’ and ‘Aladdin’ have done? When we decided to make ‘A River Runs Through It,’ people thought I’d taken a stupid pill. But it’s made $42 million.

“The first thing Jim told us when he made his deal here was that he was interested in making commercial movies. And I figure, if you can’t bet on Jim Brooks, who can you bet on?”

(The studio’s bets don’t extend to the film’s title. “Not everybody is happy with it,” Canton acknowledges. “So we’re still looking for a better one.”)

On the set, Brooks often joked about the studio’s eagerness for him to complete his lengthy shooting schedule, which stretched from Aug. 24 to the last days of January.

During the last days of filming, Brooks confided to Albert Brooks: “They’re already celebrating at Sony about our completing the movie.”

“I know,” the actor quipped. “Some little kid from ‘Full House’ was already looking at my trailer, asking if my freezer worked.”

Leaving a movie theater, having just seen “Sister Act,” James Brooks overheard a woman say: “Was that Whoopi Goldberg’s voice?” Her companion huffily replied: “Of course it is. Whoopi wouldn’t let anyone do her voice.”

Soon Brooks was on the phone with “I’ll Do Anything” producer Polly Platt. “That’s when I really knew our actors would be performing their own songs,” recalls his longtime confidante. “Jim said, ‘If we’re not going to be full of (it) in this movie, everyone’s going to have to be able to sing.’ ”

How will such non-musical actors as Nick Nolte, Albert Brooks and Julie Kavner fare as crooners? Even Brooks’ own cast and crew seem genuinely uncertain how the musical material will turn out.

“It’s this great experiment,” says Albert Brooks. “That’s what is so exciting about the movie--nobody knows if it’s going to work.”

So why did Jim Brooks take on this challenge?

Platt has a simple theory. “Jim doesn’t go the easy way,” she says, prowling the set in a pair of faded overalls, a cellular phone stashed in her front pouch. “He likes to go the hard way.”

A complicated, emotionally turbulent man who speaks in long, fractured sentences punctuated with sharp, arresting images, Brooks traces his conception of the film back to a walk he took with his daughter, then 5.

“She was upset and I was cranky and suddenly this idea (for the film) came to me, so I started patting her on the head,” he recalls. “One second, I was exasperated. And the next second, I was grateful, so I think it was probably a little confusing for her.”

For all its canny Hollywood humor, the film is really about something rarely explored in modern American movies--complex romantic relationships.

The film’s true romance focuses on an unemployed actor (Nolte) who is suddenly given custody of his mercurial young daughter. But it also follows the course of two equally prickly affairs--one between the actor and a struggling development executive (sometimes known as a D-Girl), played by Joely Richardson, the other between Burke Adler and focus group wizard Nan Mulhanney.

Lots of Hollywood names are dropped--from Michelle Pfeiffer and Dustin Hoffman to Oliver Stone and Michael Eisner’s mother--but don’t expect a host of “The Player”-style cameos.

“For me, there were rules--a lot of don’ts,” Brooks explains one afternoon over salad and coffee. “I didn’t want an agent character. I didn’t want a scene where someone walked onto a studio lot. I had a lot of foolish notions. I was going to write an ingenue and an evil producer and a happy ending. To me, the richest thing was when I started questioning the happy ending--and seeing the good things about the evil producer.

“That’s when I thought I might be onto something.”

Staging the film as a musical gave Brooks a burst of dramatic freedom. “The music allows me to show an aspect of a character in a way I could never do with just dialogue,” he says, stroking his graying beard, a sign that he’s puzzling over a problem.

“With music, you can put sophisticated thoughts in a child’s head--it gives you a whole new avenue to express ideas.

“I could never show studio people coming up and hugging each other--that’s a Hollywood cliche. But to use it to introduce a dance--that would be different.”

Brooks initially wanted a composer as a collaborator, but when he didn’t find one, he started work on the script anyway. He finally teamed up with Prince after talking to nearly 40 singer-songwriters, whom he found talented but not especially adept at “writing about characters who are not themselves.”

In addition to Prince’s score, Sinead O’Connor contributes a key song, “Somebody’s Baby.”

“We chased her for six months,” Brooks recalls. “I felt she was the only one in the world who could write that song.

“We had an odd way of communicating. She’d come to town and I’d get a call to meet her in 10 minutes, so I’d be like a lover, steaming in my car to meet her somewhere.”

The O’Connor song is written for Jeannie, the perverse Shirley Temple character whose relations with her father are rocked by gales of emotional turbulence. (On their first plane ride together, Jeannie abruptly locks herself in a lavatory, refusing to come out until she’s upgraded to first class.)

“It’s a character you had to be a father to write,” Brooks concludes. “The nature of love, how you express it, whether it’s healthy or not--it’s all up for grabs. I couldn’t have begun to write the dialogue without being around a 6-year-old.”

Not that Brooks claims any unique insight. “I read a terrific article the other day, where a father was writing about his 9-year-old daughter. And guess what? It had two lines of dialogue from the movie--and one of our song titles.”

Producer Burke Adler is pacing in tight little circles outside a movie theater before a test-screening of his new picture. Staring at a cluster of studio executives nearby, he announces: “Nothing good that happens tonight can make it worth feeling the way I do right now.”

Polly Platt knows who’s really talking when she hears that line.

“I remember we were going to the first screening of ‘Broadcast News,’ and Jim turned to me--in broad daylight as he was putting on his tie--and that’s exactly what he said. Jim feels it’s his lot in life to be unhappy and to suffer.”

As it turns out, Brooks used that line even before “Broadcast News.” “I said that going to the premiere of my first picture, ‘Starting Over,’ ” he shyly recalls. “I say it before every picture. I haven’t evolved that much.”

Brooks is silent for a moment. “Watching people see your picture for the first time is such a public agony,” he finally says. “You’re completely naked. It’s like asking people, ‘How many of you like my kids?’ You die with every person who goes up the aisle to the bathroom, because you’re wondering helplessly if they’re ever going to come back or not.”

Despite speculation that the Adler character is based on the antics of action-movie kingpin Joel Silver, it’s clear that the character has a lot in common with Brooks himself. Platt suggests that Adler is, in many ways, the dark side of the filmmaker.

“Gee, would I love to say no to that,” Brooks responds. “But, yes, some of the worst things Burke does in the movie--well, there are days when those words have come out of my mouth. When it comes to being confused about what to do about life, that’s been me and will always be me.”

You don’t need a weatherman to track Brooks’ moods. On most days, he crackles with energy, trading quips with Albert Brooks or offering encouragement to his 5-year-old leading lady, Whittni Wright, hoisting her up on his lap while he directs a scene.

But in the waning days of filming, he seems steeped in the blues. On Nolte’s final day of shooting, Brooks arrives on the set, glum and bedraggled, with an ancient cassette deck slung over his shoulder, blaring “The September Song.”

The director has brought his own mood music.

“Being around Jim is like being around a tidal wave of emotion,” says Disney Films Chairman Jeffrey Katzenberg, a friend since their days at Paramount in the early 1980s. “He’s like this volcanic eruption of emotional energy--and passion and insecurity and ambition and Angst. But with him, Angst is good. It inspires him. The more Angst , the better.”

Brooks insists he’s enjoyed himself making “I’ll Do Anything,” contrasting his newfound ease with his experience making “Broadcast News.” After that film was completed, co-stars Holly Hunter and Albert Brooks gave an interview in which they complained about what an awful time they had making the picture.

“Albert went on and on, saying how miserable they were,” Brooks recalls. “And Holly said, ‘Oh, you’re right, it was a nightmare. I couldn’t wait for it to end.’ And finally they started to laugh and said they were just kidding--that things were really great.”

Brooks scratches his beard. “And I remember thinking, ‘Wow, I thought they were serious. That’s certainly the way I felt.’ ”

Today, Nick Nolte is so sick with the flu that, between scenes, he stretches out on an orthopedic bed that has been wheeled onto the set, just out of camera range. “I’m pumping color into him like crazy,” his makeup man gravely informs Brooks. “But I can’t work a miracle.”

When Nolte hobbles off to his trailer during a break, Brooks quickly huddles with his production team. He has more than Nolte’s health to worry about. On a $40-million film, shutting down for a day--even half a day--is a wrenching decision.

It’s a revealing moment, with Brooks torn between two conflicting desires--his eagerness to sustain the film’s momentum warring with his loyalty to Nolte, who has been a stalwart collaborator throughout the film.

At first, Brooks wants to keep rolling. “I hate not shooting,” he says, sounding antsy. “Everybody’s ready to attack the scene, we have all this momentum. . . .”

But as he paces around the set, he begins having second thoughts about letting Nolte continue.

“Nick is like an athlete. If we ask him, he’ll work. But he’s really sick. He’s clammy. He’s sweaty. This isn’t the playoffs where they vomit and go back into the game. This is just us filming a scene of a guy with a blond girl.”

Finally, it is decided that once the scene is completed, they’ll wrap for the day. When Nolte returns to the set, looking more chalky than ever, Brooks douses the actor’s water glass with a foul-smelling herbal potion.

“I’ve been banned from every racetrack in America for giving this stuff to horses,” the director proclaims, trying to lift Nolte’s spirits. “But nobody said anything about giving it to actors.”

It is legend how much actors adore--and trust--Brooks.

Celebrating the opening of “Brooklyn Laundry,” a play he directed at Los Angeles’ Coronet Theatre in 1991, Brooks returned to a restaurant table where he was greeted by his cast--Laura Dern, Glenn Close and Woody Harrelson--who mooned him. (When Close needled him, saying, “If we did it, now you have to do it,” Brooks retorted: “That’s easy for you to say, you don’t have an L. Ron Hubbard tattoo on your ass.”)

“Acting is jumping without a net,” says Albert Brooks. “But with Jim I can take any risk, go in any crazy direction, and I know that my best moments will end up in the movie.

“It’s all a matter of trust. If we were having this conversation and Jim told me to start yelling at you--that it was right for this interview--I’d start yelling.”

The cast of “I’ll Do Anything” attests to Brooks’ drawing power as a director. Sir Ian McKellen happily took a small role in the film. Hinton Battle, a three-time Tony winner, has barely more than a line in the picture.

On the set, Brooks communicates with his actors in a colorful patois all his own.

Filming a scene between Joely Richardson and Albert Brooks, the director realizes that she is entering the room a beat too early, stepping on Brooks’ punch line. When she starts walking, he calls out: “Ooh! Ooh! Ooh! Ooh!”

Richardson looks up in surprise. Brooks raises a finger in the air. “One Ooh! too early.”

Often Brooks gives his actors a vivid image to use in a scene. Working out on his home treadmill, Albert Brooks, playing Burke Adler, gets the worst bulletin imaginable--his new film has tanked at the box office in its opening weekend.

“When you hear the bad news, treat it like a machine gun, like Bonnie and Clyde,” Brooks says. “Rat-a-tat-tat! You’re writhing, your body riddled with machine-gun fire.”

Just before the cameras roll, Brooks adds a fresh detail:

“Remember, Albert. Slow-motion bullets.”

When the scene is completed--on his last day of shooting--Albert Brooks doesn’t want to let go. He glumly trails after Brooks as the director heads for a new set, where he is preparing to film Nolte sitting on a toilet in a small tile bathroom.

“Can I play the toilet?” Albert Brooks calls out, juices still flowing, a comic reluctant to give up the spotlight. “Can I play Homer Simpson on Broadway?”

Just as Brooks promised, everyone cries in “I’ll Do Anything.” Today it’s Nolte’s turn. He sits slouched on a toilet, despondent over losing a crucial acting job, hiding his tears from his daughter when she bolts into the bathroom.

Adopting a thick, Transylvanian accent, Brooks takes Nolte’s arm as he describes the scene’s dramatic arc: “You forget to lock door. Small child walks inside. Strong emotions occur.”

Perhaps that’s the key to Brooks’ potency as a filmmaker. His films resound with emotions--messy, veiled, obsessive, chaotic, outrageously neurotic, always unpredictable.

“Before I met Jim, he sent me the script for ‘Terms of Endearment,’ ” recalls Richard Marks, his longtime editor. “And I was so moved that I cried. And I remember giving it to my wife and saying, ‘Would you read this, because I’m meeting this guy and I have to find out if I’m having a breakdown--or if the script’s really this good.’ ”

Casting director Herold says she sometimes stops on the street in New York and calls Brooks from a pay phone when she has a problem.

“I can only imagine how many phone calls he gets a day,” she wonders. “I was talking with a friend who said she’d just been in Jim’s office, crying for two hours, and I said, ‘You’re kidding. I was just on the phone with him, crying too.’ ”

What makes Brooks so empathetic can also make him naggingly difficult. “As great as he is, there are days when Jim can make your life hell,” Platt says. “I think Jim’s real problem is that he doesn’t get to be with the ‘fun’ Jim Brooks we get to be with--the guy who makes us laugh. He has to live with the person inside him who causes him pain.”

So is that where Brooks’ emotional insights come from--that dark, rain-slicked intersection where pain and humor collide?

“In my mind,” Brooks says, stroking his beard, “if you write a comedy where human beings experience pain, you’re just being realistic.”

After the last day of filming, Brooks said his goodbys to Wright, who had become a surrogate daughter during the months of filming. He asked her what her favorite part of the movie had been.

“And remember, this was someone who had been adopted by everybody, who had me teaching her every day, who had crew members taking her places on the weekend,” Brooks recalls. “But she said, ‘My favorite thing was working with Nick.’ ”

The furrows around Brooks’ mouth spread into a crooked grin. “It was a great compliment to Nick,” he says gently. “But, boy, was I jealous. I wish she’d said me.”