'We Were Brothers' : Jim Belushi's friendship with Tupac Shakur grew from a 'most beautiful fight' to a close bond.

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Jim Belushi was recalling his first confrontation with the late Tupac Shakur, his co-star in "Gang Related," a cop and crook comic nightmare released Wednesday by MGM that is Shakur's final film.

"He was late for the first rehearsal, didn't show up for the second [and was] late for the third, so I turned to him and I go, 'Before we start, I want to get something straight,' " the actor says during an interview in his trailer on the set of the ABC series "Total Security."

"I go, 'I don't think you're committed to this project, man. . . . So Tupac jumps up and yells: 'I couldn't find parking; my lawyer advised me not to show.' Yadda-yadda-yadda."

Belushi explains that Shakur was telling the truth--that there was no parking, his no-show was a calculated lawyer's trick to sweeten his deal--but he adds, "I wouldn't give it to him. And so I said, 'If you listen to everything somebody tells you, you lose your power, and I don't want a guy with no power in this role.' I said, 'If you come late tomorrow, you might as well not show up.' "

Executive producer Lynn Bigelow-Kouf, with her husband, writer-director Jim Kouf, was there, and she recalls the incident his way: "We had no idea of how Tupac was going to respond. We thought it was going to come to blows, and I said, 'Well, we are three days before shooting, and there goes our second lead.' "

Producers and others rushed to break them apart. Shakur raised his hand.

"This is between me and Jim," he said, according to Belushi, who told Shakur, "You're not committed to this project, you're not committed as an actor, you're not committed to this process."

And Shakur exploded, "Committed? Whaddyamean, man? I made bail to loop the last movie."

Belushi relaxes, grinds out his cigar, his mood softening.

"We had the most beautiful fight," he says wistfully. "And we shook hands at the end of that and, man, we were brothers, we were in love, we had the best time, and what happened was, that relationship--what happened at that moment--was what we made happen on screen."

In "Gang Related," Shakur displays a tenderness and vulnerability in the role of paranoid Det. Rodriguez. Belushi portrays the extremely felonious Det. Divinci, a comic monster.

Divinci is a bleaker, darker version of a character Belushi has been developing since his days at the famed Second City theater--the enchanting brute--and adheres to his brother John's theatrical admonition that Jim should "always go on stage like a bull charging into the bullring."

Belushi is philosophical about his own career and life when he considers the tragic fates of those he admires, artists who briefly shine with that undefinable light he terms "the burn."

He feels that Shakur's "thug" persona and tough-guy image were just that, an image, designed to sell records.

"Tupac and I both came from the bottom. Our street rhythms and our musical rhythms were magical. He was an artist first of all. He was a songwriter, a singer, an actor, and so I related to him on an artistic point of view. But because he was a young artist, he was pure in a sense. He felt that you didn't need to do a scene more than once," he says.

"He didn't have the confidence that he could re-create magic. And I would argue with him, I'd say, 'OK, I'm a little older, I'm a craftsman and a spontaneous actor. I like to do as many takes as they'll give me.' And Tupac was, 'We got it!' and imperfect as it was, that's how perfect it is. And I say, 'All right, [instead of] doing five takes, we'll do three.' So it was negotiation. He was pure, young."

The pair developed a strong bond during the filming. Belushi even turned the rapper on to Frank Sinatra, one of his idols.

During breaks, he experimented with a rap version of Sinatra's "Fly Me to the Moon," Belushi recalled. "But the melody is so beautiful the way Frank does it, Tupac was having problems. You've got to have melody in that, so then we'd harmonize. Oh, we had a blast. He wasn't hip to Frank Sinatra at all. How can you not know Frank Sinatra?"

After the film wrapped, and Shakur was slain on a packed Las Vegas street, Belushi fell apart. He couldn't accept it, saying it reminded him of too many other shattering deaths of pure and gifted young talents he's known.

"I just kind of slipped into denial for a long time," Belushi says. "About six months after he passed away, I listened to his album over and over and over. The next week I was difficult to be with. I don't deal with death very well. My brother, John Candy, my dad, my mom, Brandon Tartikoff just a couple of weeks ago. I mean, you lose a lot of people in your life, and that's one thing I am constantly working on--pain management."

Bracketed by the tragedies of his life, in the 15 years since the death of his brother John of an overdose in 1982, Belushi has aggressively pushed himself to experiment with wider and more challenging theatrical forms than straight comedy.

His resume includes improvisational comedy (Second City, "Saturday Night Live"), light opera ("The Pirates of Penzance"), animation ("The Pebble and the Dragon"), drama ("Conversations With My Father") and sexual farce ("Sexual Perversity in Chicago") for the stage and a wide range of roles for the big and small screen.

He has even begun performing as a harmonica player and blues singer with the Sacred Hearts, the house band for the trendy Hollywood eatery, the House of Blues, in which he is an investor. Longevity and craft, as opposed to evanescence and genius, have been his standard, and, sometimes unsuccessfully, he has endeavored to push himself away from the destructive path of those "pure, young" talents he calls "the shooting stars."

"I've thought about that stuff a lot. I always consider guys like John, Tupac, Jimi Hendrix are shooting stars; you can't take your eyes off them because of that burn, but it's . . . that quick," Belushi claps his hands, "Smack, they're gone. John Candy, Tupac, my brother John. Thank God they captured their life on film. It makes me smile when I see them in a movie now.

"I like to consider myself a star--a star, that when you look in the sky, it's always there. And on a clear night . . . a shooting star comes by, and get a little thrill, and you make a little wish. You need both types of stars, the shooting and the constant stars. The heavens include them all. And I think it's good to be a star that's there every night."

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