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TIMES STAFF WRITER

Picture this: The Stone Temple Pilots converge in the back of a white stretch limo being used as a prop for a Rolling Stone layout. Across the hall, body double Shelley Michelle poses au naturel for In Style. Next door, models with shiny-as-a-new-penny hair work on a Paul Mitchell ad.

Just another typical day at SmashBox, the 20,000-square-foot, fully outfitted photo studio in Culver City that is becoming as famous as its clientele of celebrity photographers (Herb Ritts, Bruce Weber, Greg Gorman, Firooz Zahedi, Matthew Rolston, Annie Leibovitz) and their subjects (Jack Nicholson, Roseanne, Arnold Schwarzenegger, Cindy Crawford).

It’s where a pregnant Demi Moore got painted up for that Vanity Fair cover, where Jennifer Aniston bared her bum for Rolling Stone, where Pamela Anderson Lee pouted for the current cover of Details.

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Still doesn’t register? It will soon. The studio that opened in 1990 and was named for the accordion-like device once used to shield a camera lens has already spawned a booking agency for stylists and hair and makeup artists, a production arm that deals with locations, and a soon-to-debut cosmetics line. It’s L.A.’s answer to the growing demand for super-studios like New York City’s Industria.

It’s even got a famous bloodline: The owners are brothers Dean and Davis Factor. As in Max’s great-grandsons. Davis, 35, is a photographer whose credits include Farrah Fawcett’s nude Playboy romp, plus numerous celeb and fashion layouts for major magazines. Dean, 31, is the businessman and big-picture guy.

They started with one 2,700-square-foot studio in Santa Monica.

“We knew there was the need for a rental studio in L.A.,” says Dean, giving the short-form history. “If you can compare it to a restaurant, there are delis . . . “

” . . . but we wanted it to be upscale, we wanted the celebrities to be able to come there and say, ‘Wow, this is a great space,’ ” says Davis, finishing his brother’s sentence. “We like the vibe that’s here.”

That vibe is the palpable buzz generated by a constant flow of photographers, their assistants, stylists, makeup and hair people, set dressers, publicists, art directors, models and assorted hangers-on and entouragettes. The studio also serves as a surrogate home for photographers and stylists passing through town.

A virtual tour of the 3-year-old Culver City studio starts in the parking lot of an unassuming one-story building that blends in with the surrounding businesses. The limos and German luxury cars are the only giveaway that this isn’t a rug warehouse.

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Inside, it’s cool white walls, high ceilings, dark wood, skylights and Stevie Wonder wafting from speakers--stark but not uninviting. The reception desk phone rings incessantly.

Three studios comprise SmashBox: Lightbox, Softbox and Blackbox. Each rents for about $1,000 per day and has its own entry, bathrooms, dressing rooms, CD players, dining and conference rooms. A separate equipment room stocks lights, seamless backdrops, boards and riggings.

In the center of this hive is a pool table and a kitchen that turns out gourmet meals and snacks all day. It’s under the watch of chef-caterer Phillip Weingarten of Good Food, a veteran of several top L.A. restaurants who helped conceive the original studio and designed most of the interiors at both sites.

A newly renovated wing off the main building designed by local architect Tom Farrage houses a fourth photo studio (Skybox), Dean’s office, plus the production and agency offices.

The staff is young, artsy and attractive in a Gap-ad kind of way, and no one has titles on their cards. On a recent weekday most everyone is dragging; it’s the morning after a dinner party for the staff, hosted by SmashBox Beauty agency head Laurel Schizas, that wrapped about 2 a.m.

Stifling a yawn, Brian English talks equipment rentals over the phone, while fellow co-manager Eden Mitry pencils clients into a generic week-at-a-glance date book. Its pages are warped from so much erasing; this business runs on last-minute schedule changes and the whims of the rich and famous.

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The funky, artistic feel here is the serendipitous byproduct of the Factors’ invention.

Says Davis: “There’s a certain kind of style, and you just have a knack for it. You can’t plan it, really. I think because of our upbringing, the friends we hang out with, we’re a little bit more artistic. Even though Dean’s a businessman, he’s still very artistic.”

It’s a sunny Friday afternoon and the brothers occupy a back booth at Morton’s, where everyone seems to know Dean.

(Tabloid readers might remember him as Shannen Doherty’s ex-fiance. He got a restraining order against the legendary bad-girl actress in 1993, alleging she aimed a loaded gun at him and tried to run him down with her car.)

Sitting side by side there is a vague resemblance between the two, but their styles are almost comically different. Dean keeps his thick graying hair cropped and wears an oxford cloth shirt with jeans and a blazer. Davis’ long, wavy dark hair looks like it needs a good shampoo and his broken-in (and down) jeans sport a chunky metal chain hanging from a belt loop. Both men, Davis points out, are currently girlfriend-less.

You’d love to hate these two if they came off as snotty rich kids, but they don’t. They are unfailingly polite--Davis apologizes for giving his order to the waiter first--and they still get excited about meeting celebrities.

“I get very excited,” Dean says.

“He gets very excited,” Davis agrees. “Like when Cindy Crawford walked into the office and asked to use the VCR . . . “

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” . . . and she’s wearing this skin-tight cream-colored dress with a black G-string on, and she says, ‘Do you mind if I use the VCR?’ And I’m, like, ‘Sure,’ and she turns around and I just . . . I had to go home.”

“Yeah, he left.”

Their venture was hatched in vague terms years ago when Davis, then a photography student at the Art Center College of Design in Pasadena, had trouble finding decent rental space. Dean planned to go into the family business, a Wilmington-based office products company, after getting his MBA from USC. Things finally jelled with their real estate agent mother’s discovery of a former boat showroom up for rent in Santa Monica.

Davis envisioned a spacious studio where photographers could create any environment to suit their project. Meals would be catered, courtesy of his friend Weingarten.

Dean was in, nudged partly by his family’s sale of its controlling interest in the office business.

A few months after opening, as word began to spread, “We had a pretty nice little clientele going in there,” Dean recalls. When they began turning clients away, they leased the Culver City space.

Santa Monica-based photographer Firooz Zahedi shoots there whenever he can.

“It’s comfortable and convenient and you can leave your mess and someone else cleans it up,” he says. “One of the most expensive things I found about having my own studio was the amount of money it cost to maintain it. I hate grungy studios, and SmashBox is the quality of the studio I used to have, very stylish and contemporary, and it’s got a great common area for people to hang out in.”

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Bicoastal photographer Matthew Rolston, who also has his own studio, says of SmashBox: “They understand the care and feeding of photographers.”

But SmashBox was destined to be more than a haven for photographers. Related ventures--like the agency--were a “natural evolution,” Davis says. One makeup artist dissatisfied with his representation asked if SmashBox could book his jobs.

“We didn’t know anything about that,” Dean recalls, “but we’re like, oh, we’ll just figure it out.” They have decided to keep the agency small (about 15 clients) to maintain one-on-one relationships.

“All the other agencies, all our friends started to freak out when they heard what we were doing,” Davis says with barely contained glee, although he denies any client-snatching. “It just fueled us completely. . . . When they were worried, we were happy. Because the second we saw them worry, we knew we had something good going on.”

But not everyone is displeased with their presence.

Says Celestine agency owner Angelika Schubert: “I think it’s good for Los Angeles to have good agencies and good photo studios. This is a growing business, and I feel that if there are more services and more people, that will attract more business here.”

The production unit, a scant 2 months old, supplies photographers and directors with everything from equipment and location permits to models and travel arrangements.

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Says Davis: “We just don’t want to say no. It’d be sad if we had to tell somebody, ‘We don’t know how to do that.’ ”

The cosmetics line is due out in autumn; the brothers will face an army of beauty editors next month in New York for the Big Pitch.

“People have said, ‘Why don’t you do a makeup line?’ And then . . . I don’t know how it happened,” Dean says, looking at his brother.

“We’ve been talking about it for a long time like as a joke,” Davis continues, “because of our family--’Oh, let’s do a makeup line.’ And then everyone else started doing it and we were kind of like, if they can do it, we can do it. We have as much right to do it as any of them because that’s our family heritage.”

Despite their link to cosmetics greatness, they knew next to nothing about makeup. The brothers turned to their own artists and enlisted the aid of some former executives from Max Factor, now owned by Procter & Gamble Co.

Amy Astley, Vogue magazine’s beauty editor, has yet to see the cosmetics but believes that “this is an intense field with a lot of competition. On the other hand, I think customers are really interested in small boutique brands, finding something a little special.”

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What’s next for the brothers Factor?

“What we really want to do,” Dean says, “is make so much money from the makeup line that we can buy a [movie] studio. A Las Vegas casino and a Hollywood studio.”

“Sounds good,” Davis agrees.

“And a nice big hotel in New York. Nah, I’m just kidding.”

But Dean does offer that they are thinking about more photo studios, maybe in L.A., maybe elsewhere. What they don’t think about is the business getting too big.

“Too big?” Dean says. “It’s still really a small company. It’s, like, 15 employees and just two locations. No, I don’t think I ever worry about that.”

“It’s a family business,” Davis says, “and our employees are like family to us. At that dinner the other night I was sitting at the table, and all of a sudden I had this flash--I was, like, this is really cool. My brother and I created this. We’re all together, and everybody’s really unique and artistic and everybody has a good vibe and energy to them. I like that. I was really happy.”

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