MOVIES : For the Girls : Bette Midler and pal Bonnie Bruckheimer, tired of crashing the boys' club at Disney, jump ship and swim toward their own Tomorrowland.

Bette Midler is grabbing a business lunch in the Rotunda, the mouse-motif restaurant frequented by the top rung of Team Disney, when a sandy-haired executive interrupts her, mid-bite. "You're my favorite . . . seen everything you've done," he says, both excited and apologetic. "I was in the second row at Radio City [Music Hall]--the one who caught your hairpiece in the mermaid act."

This Midler, however, is a tidal wave removed from Delores DeLago, her over-the-top aquatic alter ego who tore up the stage in a wheelchair that night. Smaller than one might expect, she's down-to-earth and literate, funny and outspoken one-on-one, but almost shy in groups.

"No one believes that's just a mask," Midler says of the Divine Miss M, whose 16th album, "Bette of Roses," is due out from Atlantic Records this week (see review, Page 76) . "My real self, however, isn't a character people would pay to see."

Her real self, however, is what brought Midler to Disney that day to discuss a project in development at All Girl Productions--the company she and longtime pal Bonnie Bruckheimer formed in 1985 at the suggestion of Disney top brass Michael Eisner and Jeffrey Katzenberg. But, fed up with "exclusivity," convinced the fit is no longer right, Midler and Bruckheimer will soon be moving on, bringing their decade at Disney to an end.

Atypical in look and style, the actress has always generated her own work. After "The Rose," which did good business and brought Midler a 1979 Academy Award nomination, not a single job offer came her way.

All Girl Productions--so named to poke fun at the politically incorrect term for women--got off to a running start with the release of "Beaches," "Ruthless People," "Outrageous Fortune" and "Big Business," which helped establish Disney as a force to be reckoned with and resuscitated Midler's career after "Jinxed!" in 1982. Things hit the skids in the '90s with "Scenes From a Mall," "For the Boys" and "Hocus Pocus." But with the critically acclaimed TV musical "Gypsy," the recent success of "Man of the House" and a host of new projects in the works, the Girls, it seems, are back on track.

For starters, there's "That Old Feeling," starring Midler, getting off the ground at MGM. And "Texas Guinan," the tale of a female entrepreneur during the Roaring '20s, on which they're working with Martin Scorsese and Barbara De Fina at Universal. "Murdering Mr. Monti," based on a book by Judith Viorst, is in development at Hollywood Pictures. And "Traps," a thriller with music, will air on NBC.

"Being a female production team is a real tribute to both of them," observes Interscope president Robert Cort, who is working with them on Iris Dart's "Show Business Kills."

"This town is a boys' club, so they start at the back of the end zone instead of on the 20-yard line."

Midler and Bruckheimer refuse to cry "victim," however. ("Disney treated us as bad as [it does] everyone else," quips Bruckheimer, an animated strawberry blonde who keeps pace with her partner in the humor department.) But in Hollywood, as in the rest of life, gender inevitably factors in. As the first women to penetrate that studio's production ranks, they were "grateful" for a deal that gave them office space but no capital.

"We didn't get a discretionary fund--that's the domain of the boys, so we had to rely on Disney to buy material for us," says Midler, sitting at the kitchen table of their Disney offices. "We're not able to put in a bid for an author's next book--but, then, we don't aspire to that. . . . Entertainment shouldn't cost $125 million--that's the budget of whole states."

According to Bruckheimer, they're much tougher these days. "Politeness is a sure-fire way of getting stepped on," she says. "Though we used to be ladies, we're not anymore."

Championing female-oriented material such as "Beaches," "Gypsy" and "Show Business Kills"--the story of five women in their 40s--didn't make life any easier. Hollywood's conventional wisdom has it that actresses can't "open" a film--especially abroad. And it's the sex and violence Bruckheimer and Midler eschew that provide even a modicum of box-office insurance.

Disney's refusal to greenlight All Girl projects--especially those in which Midler didn't star--made for a creative roadblock, they say. After a frustrating stretch in which they pitched 80 ideas to the studio, none with any success, All Girl managed to set up several projects with current studio chief Joe Roth. But when Disney failed to meet two deadlines for submitting material, the duo determined to leave after a transitional year on the lot.

Roth expresses affection for the pair, but voices practical and philosophical reservations about the nature of these deals.

"Call me an idealist, but I believe in developing material and finding the best available people to star in it," he says. "Deals like these place undue pressure to submit material to an actor or come up with millions of dollars in payoffs. Agencies and studios should think twice about cutting them since they often end up being time bombs."

Last winter's "Man of the House"--starring "Home Improvement's" Jonathan Taylor Thomas--was one of the bright spots. In the pipeline for nearly nine years, the film cost under $20 million and grossed double that domestically.

"That the movie surfaced at all displayed a stick-to-itiveness rare in Hollywood--something that actors, in particular, aren't known for," notes Michael Marcus, president of MGM Pictures, which is releasing "That Old Feeling."

"Though production arrangements are often set up by a studio to ensure that actors will star in films, this clearly is no 'vanity' deal. Bette works her rear end off. She's much more of a producer than I realized."

If it's Bette's name that opens the door, it's Bruckheimer who makes sure they don't get trampled going through. An industry veteran, she runs interference for Midler and serves as an all-purpose safety net.

"I'm a naif, walking through life gathering cobwebs," says Midler, 49. "I'll sign on the dotted line for anything. We have no conflicts because I don't remember a thing."

The Brooklyn-born Bruckheimer, who is in her mid-40s, worked with directors Paul Schrader and Arthur Penn before assisting Midler's ex-manager, Aaron Russo, on the set of "The Rose" (1979). Hired to scout out projects for the actress, she soon became indispensable. "Everyone thinks I'm Bette's manager," Bruckheimer says. "I still run her life."

The team, says Cort, works as well as any he knows. "Bonnie isn't 'Oh my God!' if Bette sneezes--she's incredibly secure," he observes. "And, unlike many people aligned with stars, she's levelheaded enough to see the larger picture. Bonnie is essentially the [chief operating officer], which enables Bette to be a creative and political force. As an artist, Bette sometimes has to check out."

Midler concedes that she wants nothing to do with meetings when she's got a 6 a.m. call and is much less available on the road. As for Cort's suggestion that she carries the ball on the creative end, however, she jumps in on her friend's behalf. It's Bonnie who gets the material and assesses its artistic merit, she insists. When working with their development people, she again takes the lead.

Movie-making, they say, is an obstacle course. "There should be an Academy Award for just setting up a movie," Bruckheimer says, plunging into one of their ongoing riffs. "You get an idea. You have to find a writer you respect, someone whose ideas match yours. It takes weeks to set up a meeting. Everyone has his price. . . . "

"And the studio doesn't want to pay," Bette adds. "After months of negotiations, you find the writer didn't see it your way after all. Or his roof is leaking or he needs a new car or he has to go to the hairdresser to put in plugs. . . . "

"The writer doesn't take your calls, two weeks turn into six," Bruckheimer chimes in. "The script comes in by Fed Ex and it's terrifying--so much is invested by then."

They say that comedy--the company's focus for the past few years--is hardest to pull off. "John Belushi once told me comedy is very delicate," Midler says. "If people aren't on the same wavelength, it's like pulling teeth. You can only pull so many before you can't chew anymore."

Musicals, they note, are another uphill battle. The industry--and the public--must be "re-educated" about the possibility of movie stars bursting into song. If "Gypsy," for which Midler received a 1994 Golden Globe award, revived the form on TV, the failure of "For the Boys"--the tale of an entertainer over the course of three wars--was their most painful experience on the big screen.

Trying to fudge the movie's anti-war message, they claim, 20th Century Fox marketed it as a musical. "People saw Bette singing 'Boogie Woogie Bugle Boy' and assumed that's all there was," Bruckheimer says. "The numbers weren't that bad, but the press dubbed it the turkey of the holiday season after it was out a day. It destroyed us."

Over time, Midler says, they've become more philosophical. "The guys turn out product and don't sweat it like we do," she notes. "Hollywood loves a wheeler-dealer, but part of being a woman is feeling so responsible. "

Last September, Midler put some distance between her and the tinsel, moving back East to her sprawling TriBeCa loft--husband Martin Von Hasselberg and 8-year-old Sophie in tow.

Bonnie, the former wife of producer Jerry Bruckheimer ("Crimson Tide") and the divorced mother of two young children from a second marriage, stayed behind. When not in production, she cuts out from the office at 6 p.m. and finishes her calls from home. Dinner meetings are a rarity. Three or four times a day, she and Midler confer by phone.

"I wanted a life . . . not a lifestyle," says Midler, explaining her decision to bolt. "I needed to rub shoulders with real people. Actors are a different breed, so used to people 'yes'-ing them to death, they think they're infallible. Though I have to work with them, I don't have to eat with them."

From January on, Midler was in a recording studio 12 hours a day, cutting an album she calls a "breakthrough." "Bette of Roses" is a contemporary mix devoid of her usual standards. A number of cuts show off her new falsetto. A heavy dose of guitar reflects her early love of folk music.

"I'm a walking dichotomy," the Honolulu-born singer admits. "Though my image is urban, brash, fast, I have sugar-cane roots. It's a part of myself I cherish."

Midler--a voracious reader with a profound love of words--embraces the power of lyrics. But, she says, she lacks the "rage" to turn out material on her own.

"Songwriting is hard in that you have to make your mark in three minutes," she observes. "Still, it's not as hard as a two-hour picture . . . speaking as someone with her share of stiffs."

One of them was "Stella," a 1990 remake of the classic "Stella Dallas" purchased at great expense. After the Katzenberg Memo, which preached budgetary restraint, Midler says, the window of interest had narrowed.

"Jeffrey was a great booster," Midler recalls. "But there was a lot of resistance to pictures starring women. After the success of 'Beaches,' Jeffrey took a left turn toward that kind of material, but when 'Stella' was perceived as a disaster--I hate to say that word--his plans fell by the wayside. We were really up the creek at that point. We had no direction at all."

Unlike the days in which actors were under contract working non-stop under the studio banner, Bruckheimer notes, careers now depend on politics and personalities.

"Disney changed when Katzenberg turned the movie division over to [David] Hoberman," she says. "The company didn't suffer. It did very well. But, since he had different taste from ours, it meant that we didn't work."

Hoberman refuses to enter the fray. "I love Bette," says the producer, now head of Mandeville Films. "We did some good work together. I wish we'd done more."

In any case, Midler maintains, she has no regrets. "I had fun and became a rich woman from the deal," she says. "I chose security. There's no point looking back."

Still, the thought of veering off from the cinematic mainstream is an exciting one. "Everyone's great big dream is to do low-budget pictures with integrity," Midler says. "Because messages are no longer acceptable to the studio system, we can't do things we came into the business to do."

In one breath, Midler says she'd like to pull back a bit--to learn Italian, take up the piano, cook ". . . like Martha Stewart." In the next, she talks of performing forever, even touring with a backup quartet now that her jitters ("I haven't vomited before a show in years") are under control.

"I never built a career on appearance so age shouldn't be a problem," she says.

Offstage, there's the Manhattan Restoration Project, a group funded by Midler that she and two Californians formed in January. A grass-roots response to urban budgetary cuts, their 10-person crew has picked up trash from the Fort Washington area of New York and targeted the Mulholland corridor, the Angeles National Forest and Coldwater Canyon in L.A.

What keeps her going now that fame and fortune are hers? Two double-cappuccinos every morning, Midler retorts--plus a bit of reincarnation anxiety.

"I don't want to have to come back to this planet and serve another term," she says. "I want to do it all now. Though I don't know that he made me in his image, God is my idol. . . . Besides, there's got to be some redeeming value in all this."

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