BLOOD SWEAT AND TEARS

On a May afternoon in Las Vegas, triple-digit temperatures cling to the Strip. The fight crowd that had gathered to watch Oscar De La Hoya beat Oba Carr for the WBC welterweight championship has retreated, leaving behind the heady aroma of blood, sweat and Budweiser. In its place, catering crews and screaming extras have taken over the arena at the Mandalay Bay Resort & Casino. The transition is smooth: Hollywood has picked up where Oscar the Golden Boy left off.

In the cool of the arena, Antonio Banderas’ body is damp with sweat as he slumps in his robe and boxing togs. A small army of assistants stands ready to do his bidding but the actor wants only to be left alone. Head bowed, chest heaving, he’s whupped.

Banderas has been sparring with Woody Harrelson for a scene in “Play It to the Bone,” which opened nationwide on Friday. They play friends and rivals who agree to a 10-round bout that each hopes will lead to a title shot. Neither actor ever will be mistaken for a contender, but in their preparation for the film, they’ve acquired enough boxing skills to do damage. The combined medical scorecard reads: one broken nose, one broken rib, one broken finger and various aches, scrapes and bruises.

“We’re doing OK,” Banderas says, mustering a smile. “Coach knows what he’s doing.”

“Coach” would be writer-director Ron Shelton, best known for “Bull Durham,” “White Men Can’t Jump” and “Tin Cup.” Shelton is involved in every stage of the taut, 47-day shoot, and at the moment he’s up to his ubiquitous baseball cap in details. While he blocks out innumerable set-ups for the fight scenes, he and producer Stephen Chin are negotiating with Mike Tyson’s attorney so that the former heavyweight champ can do a cameo. Harrelson, meanwhile, is complaining about the ring-girl who appears naked in the film’s climactic fight scene. Seems Woody doesn’t want someone who’s surgically enhanced, and finding a natural woman in the silicone capital of the universe is no easy feat. Now, add all those injuries from the ring to Shelton’s list of concerns.

“If I knew how hard [filming 10 rounds] was going to be, I’d have made the ending a third-round knockout,” he says. “You didn’t see all the foul balls that [Kevin] Costner hit in ‘Bull Durham’. . . .”

Shelton’s voice trails off as he turns to view footage on a video monitor. Sighing, he calls back the actors for additional close-ups. Harrelson pounds his gloves together and adjusts his mouthpiece; grimacing, Banderas slips between the ropes. They dance in place, searching for a rhythm before the bell sounds and they slug on cue.

“Play It to the Bone” is Shelton’s first venture under the banner of Shanghai’d Films, a company he formed with Chin to write, direct and finance their own movies. After 20 years of working within the studio system, Shelton has joined the ranks of independent filmmakers. He’s only too happy to discuss what he sees as the nightmarish qualities of institutional Hollywood--boorish executives and bottom-line attitudes, for starters--and the glories of raising his own production money. Now he can do it his way. Whether that translates into commercial success remains to be seen.

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In an industry that prefers stereotypes to complexities, Shelton is known as “the sports guy,” a title inspired, no doubt, by the success of “Bull Durham” (deemed by many critics to be the finest baseball movie ever made), “White Men Can’t Jump” and “Tin Cup.” Shelton’s sports oeuvre also includes writer credits on “The Best of Times,” “Blue Chips” and “The Great White Hype” and writer-director credits on “Cobb.” But Shelton succeeds precisely because he breaks all the “sports film” rules. He makes adult-themed films with juicy roles for mature women (Susan Sarandon in “Bull Durham” and Rene Russo in “Tin Cup”). His snappy dialogue has been compared to Preston Sturges’. He’s not concerned with the pap of winning and losing or of last-second heroics. His point-of-view is not the fan’s; it’s the athlete’s.

Nonetheless, the “sports guy” label remains, as does the accompanying taint of derision. “Sports movies are ghettoized in the public imagination--and by more than a few critics--as a subset of real movies,” says New York magazine film critic Peter Rainer. “It’s like they can’t be taken seriously because they’re about grown-ups playing games or [who] tend to be sentimental. Shelton is honest to the sport and doesn’t try to inflate the meaning of competition. And because of that, his films have a poignancy and depth of feeling that’s achieved without strip-mining your emotions.”

Shelton has learned to deflect any criticism; sports, after all, is merely a stage. “It’s like John Ford used to say: ‘My name’s John Ford. I make Westerns.’ All that matters is that it’s a good picture.”

It’s now early July and we’re sitting within the Shanghai’d complex in Santa Monica’s burgeoning entertainment nexus. Shelton’s office exudes a decidedly masculine tone. A humidor and a small bar occupy prominent spots above shelves packed with books. The walls are dominated by classic black-and-white photographs: two views of Earl Long on the campaign stump, taken by Louisiana chronicler Fonville Wayans; New York City urban scapes by Arthur Leipzig; and George Brace portraits of baseball Hall of Famers Lou Gehrig, Babe Ruth and Mel Ott. Snapshots of actress Lolita Davidovich (Shelton’s longtime fiancee and a co-star of “Bone”) and her 160-pound Caucasian Mountain dogs provide a splash of color from behind the out-sized desk.

Rugged and sturdy in well-worn jeans and a gray work shirt, Shelton moves with the prowess of an athlete, which, in fact, he once was. He fits in with his office surroundings--comfortable in his manliness, happy to belly up to the bar and also to talk 19th century literature. He comes across as a latter-day disciple of A.J. Liebling, the New Yorker gourmand who immersed himself in boxing, Louisiana and all aspects of the low life.

Shelton knows the fringe territory well. “Play It to the Bone” is a character study of two fighters on the periphery of the boxing scene. “Bull Durham” was an ode to minor-league players who’ll never make “The Show.” “White Men Can’t Jump” portrayed the pickup hoopsters who hustle Southern California’s playgrounds. “Tin Cup” focused on a down-on-his-luck driving-range owner.

Shelton has always been drawn to outsiders, those who cannot belong to any one world. He attributes the attraction to having grown up in the 1960s straddling the twin cultures of sports and radical politics. “I was a civil rights marcher and I was a ruthlessly competitive jock, and those worlds didn’t go together. My jock friends thought I was a Communist, which I was not, because I protested against the Vietnam War, and my marching friends thought competition was evil and a symbol of capitalism.”

Born in Whittier and raised in Santa Barbara, Shelton played baseball and basketball at Santa Barbara’s Westmont College, an evangelical school where his father held an administrative position. (“I grew up with a not-normal, Baptist view of the world,” Shelton shrugs.) After earning his bachelor’s in English, he was drafted by the Baltimore Orioles. He toiled for five years in the minor leagues, from 1967 to 1971, playing second base on the same teams as future major-league stars Don Baylor and Bobby Grich.

Shelton “discovered” film as he whiled away the hours between games. His teammates watched soap operas; he went to the movies. Every day. “I’d go to any movie because it was air-conditioned,” he recalls. “I watched everything, from G-rated to X-rated, from Neil Simon to foreign films. Five years of that was my film school.”

At the time, he had no thoughts of becoming a filmmaker. But he vividly remembers the afternoon in 1970 in Little Rock, Ark., when he saw a movie--Sam Peckinpah’s “The Wild Bunch”--that “kind of took my head off. I didn’t know what was different about it because I didn’t study film. I went back the next day and took half the team with me. To them, it was just another Western, but I was hooked. Peckinpah became the first filmmaker I started seriously paying attention to. Later on, I caught up with other directors who informed me: [Billy] Wilder, [John] Huston, [John] Ford.”

In 1972, major league baseball went on strike, and Shelton used the break to take stock. He was playing Class AAA ball, one step from the majors, but at 26 he no longer was a hot prospect. He had a wife and a family to support and was weary of the constant travel, of what he once described as “having 37 addresses in nine states.” He decided he didn’t want to be a career minor-leaguer, so he walked away.

“I didn’t watch a baseball game for 10 years after. I couldn’t enjoy the game. And I didn’t tell anybody that I was an athlete. Nobody knew I had this [past] life.”

He had dabbled in art as an undergrad and enrolled in the graduate program at the University of Arizona, where he earned an MFA. After a short detour in the Pacific Northwest, he moved his family to Los Angeles and took any job he could find--digging ditches, driving a truck, cleaning bars--to support a painting and sculpture career.

He landed several gallery shows but soon became discouraged about his prospects. So he began to write, first fiction, then screenplays. “The ‘70s were just horrible for me, just brutal,” he says. “I applied for a job at a 7-Eleven as a night clerk the day before I sold an option for a script.”

In 1979, Shelton wrote a script titled “Player to be Named Later,” about the relationship between a veteran catcher and a young pitcher. It didn’t sell, but it got him an agent. Director Roger Spottiswoode had the same agent, and in 1983 he and Shelton teamed to make “Under Fire,” starring Nick Nolte as a photojournalist covering the revolutionary conflict in Nicaragua. Then came “The Best of Times” (1986), starring Robin Williams and Kurt Russell as a pair of aging buddies who get a chance to replay an inglorious high school football game.

At this point, Shelton felt confident enough to return to his first love, baseball. He took a year to polish “Player to be Named Later,” reshaping the story and integrating female characters, then fought hard to direct the film himself (having done second-unit directing for Spottiswoode on “Under Fire” and “The Best of Times”). Despite a commitment from Costner to star in the movie, every studio passed until Orion produced it in 1988.

“Bull Durham” was Shelton’s bittersweet adieu to his minor-league past, a cathartic exercise to rid himself of--and pay homage to--his baseball demons. Sports fans raved about the film’s authenticity; critics applauded the smart script (it won nearly every major screenwriting award except the Oscar).

Today, 12 years after the film’s release, Sarandon describes her Walt Whitman-espousing baseball groupie as a breakthrough role: “Here’s a woman who enjoys sex and has control over her life and doesn’t die at the end. I remember reading the script and thinking, ‘It takes every movie stereotype and spins them off.’ ”

Rainer compares Shelton’s female characters (particularly Sarandon’s Annie Savoy, Rosie Perez’s Gloria Clemente in “White Men Can’t Jump” and Rene Russo’s Molly Griswold in “Tin Cup”) to the women in Howard Hawks’ films. “Hawks was considered a man’s director, yet the irony is that his women characters were much stronger and more interesting than women in so-called ‘sensitive’ films. That’s the case with Shelton’s films. He works within the male sports world, but the women are given equal time, and then some. I think he’s tickled by the battle of the sexes.”

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Following the critical success of “Bull Durham,” Shelton recorded a series of minor hits and misses. “Blaze,” starring Paul Newman and Davidovich, was most notable for the fact that Shelton’s first marriage ended after he cast and then fell in love with the Canadian actress. Shelton, who told GQ magazine in 1989 that he was “drinking a lot” during the filming of “Bull Durham,” will say only that his marriage was in trouble before he met Davidovich. (His first child with Davidovich, Valentina, was born in November.)

Shelton next mined his love of basketball with Harrelson and Wesley Snipes in “White Men Can’t Jump,” taking as his departure point the pickup games he played at Venice Beach. (He no longer plays hoops, limiting his activities to golf.) “White Men” became Shelton’s highest-grossing film, the only one to approach $100 million at the box office, but he soon fell into a slump. “Blue Chips,” which he wrote but didn’t direct, wasn’t well-received by the critics. “Cobb,” the Tommy Lee Jones vehicle that was Shelton’s most ambitious project, met with a worse fate: terrible reviews and miserable box office. “Being locked up with this movie for 123 minutes is like taking a three-day bus trip sitting next to Hunter S. Thompson,”Roger Ebert wrote, and few bothered to see it.

After “Cobb,” Shelton wrote “The Great White Hype.” The initial script offered an insider’s view of the boxing business that also promised to examine racial dynamics, but the finished product was a dud. Shelton has since disowned the film. “That was my unhappiest experience in the movie business,” he says. “It was the funniest, darkest script I ever wrote. I think it could’ve been the ‘Dr. Strangelove’ of boxing films. Fox wouldn’t wait a year for me to do it, so they gave it to somebody else [Reginald Hudlin]. I tried to get my name taken off it because the film they made was not the script I wrote. I find it a horrible movie.”

In 1996, Shelton regained his winning touch, teaming with Costner and Russo to make “Tin Cup.” For the next two years, he pursued a Bob Marley biopic for Warner Bros., making frequent forays to Jamaica and attempting to untangle the legal morass that Marley left behind (the reggae legend acknowledged fathering at least 11 children with several different women). But the deal collapsed after Warner Bros. reportedly balked at the $35-million budget.

The failure left Sheldon incensed. “I had two or three pictures that fell apart after ‘Tin Cup,’ most prominently the Marley project, not because the scripts weren’t first-rate or the projects weren’t commercial enough,” he says heatedly, “but because the studios views are so narrow. All sorts of things enter the equation, including the availability of movie stars, marketing research and demographics, that have nothing to do with making movies.” (Through a publicist, Warner Bros. declined comment.)

The Marley affair was a turning point for Shelton, long frustrated with the studio system. His exasperation led him into a partnership with Chin, whom he met through Davidovich.

With the Marley project shelved, Shelton decamped for his weekend home in Ojai and wrote “Play It to the Bone” in three weeks. After he showed the script to Harrelson and Chin showed it to Banderas, the actors agreed to take less-than-market salaries in exchange for equity positions in the project.

With them on board, Chin put together financing. Shelton then approached Disney studio chief Joe Roth, who immediately purchased domestic and selected foreign rights.

Filming began in April. Chin took edited footage to Cannes and sold additional foreign rights. “People will look at this movie and see the big studio label on it,” says Chin. “But ‘Bone’ was made with 100% outside financing, with an auteur director who wrote it . . . and cast it exactly the way he wanted to.”

Shelton is blunt about his unhappiness with old-time Hollywood. “Shanghai’d is a way to make movies and get them financed without being dependent on the old institutions,” he says. “This isn’t for everybody: You need actors willing to work for 20% of their fees, which the agents don’t want and the lawyers don’t want. They’d rather take a $10-million payment on a studio movie that tanks.”

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Ron Shelton loves the fights. He often can be found at any of the half-dozen boxing venues around Southern California (sometimes accompanied by Davidovich); he’s comfortable in the world of broken noses and cauliflower ears. The attraction is the boxers themselves, local champs such as Zack Padilla and Genaro Hernandez, who pursue their craft in near obscurity. “They fascinate me because they’re vulnerable and exposed and sexy, with a real innocence,” Shelton says. “They’re such children who become, because they’re professionals, pathological in the ring.”

Shelton considers fighters to be the ultimate “independent” athletes, and he compares boxing favorably to his old sport. “I’ve pretty much given up on baseball, once it became Murdoch versus Eisner versus Turner. Compare what they’ve done [with the Dodgers] to how they make movies. Overblown, over-budget, no heart, no soul. They’ve got nothing except a big payroll. Isn’t that the studios in essence?”

Hollywood has long had an affection for boxing--from “The Champ” to “Body and Soul” to “Requiem for a Heavyweight”--and fight films have made instant stars out of many actors: Kirk Douglas in “Champion,” Paul Newman in “Somebody Up There Likes Me,” Sylvester Stallone in “Rocky.” “Boxing,” notes sportswriter W.C. Heinz, “is the one totally honest art form. It’s the most fundamental form of competition and the most completely expressive of the arts.”

In the early 1990s, the studios stopped making fight movies. Some critics claim that Stallone pumped the well dry (call it post-”Rocky” traumatic syndrome); others feel that Martin Scorsese’s “Raging Bull” intimidates other directors. As HBO’s long-time fight analyst Larry Merchant put it: “People hesitated to make boxing films after ‘Raging Bull.’ They said, ‘How can you top that?’ ”

But fight films have made a comeback. The list includes “The Boxer,” “TwentyFourSeven,” “The Destiny of Marty Fine,” the Academy Award-winning documentary “When We Were Kings” and HBO’s “Only in America: The Don King Story.” Last year, the punches kept coming: Showtime’s “Rocky Marciano,” the gritty documentary “On the Ropes,” and “The Hurricane,” with Denzel Washington as former middleweight contender Rubin “Hurricane” Carter. There’s a slate of boxing-related movies scheduled for next year as well.

Shelton had toyed with making “Bone” for years. The story is based on a fight that his buddy, boxing PR guru Bill Caplan, claims was the best undercard fight he ever saw: a rock-’em-sock-’em affair between two journeymen from L.A.’s Main Street Gym before a Sugar Ray Robinson bout at the old Hacienda Hotel in Las Vegas. Shelton updated the story (hence the presence of Tyson), turned the L.A.-to-Vegas trip into a long tangent, and added two love interests (Davidovich and Lucy Liu).

In crafting the fight scenes, Shelton studied the classics (his favorite boxing film is “Fat City,” John Huston’s quiet masterpiece, based on Leonard Gardner’s equally exquisite novel), then scripted pages of detailed choreography. He hired trainer Darrell Foster to teach Banderas and Harrelson pugilistic proficiency and populated the set with a “fight crowd” that included journalist Bert Randolph Sugar, cut-man Chuck Bodak and former junior lightweight champ Angel Manfredy (whose shtick Harrelson usurped as his own).

“I wanted to do the best fight sequences ever, even though audiences won’t know the difference or care,” Shelton says. “I want trainers and fighters to say, ‘Hot damn, they got it. They move right, they throw punches right. These guys are real professional fighters in their 30s.’ ”

Shelton also dealt with the specter of Scorsese head-on by ignoring it. “I think ‘Raging Bull’ is the best movie ever made about a dull guy,” he says. “It’s a fabulously compelling movie, but the boxing, which everybody talks about, is actually not very good if you’re concerned with realism . . . . It’s hyper-violent, hyper-realistic.” “Play It to the Bone,”he says, “will be grounded in reality.”

As promised, the fight scenes are vicious and well-executed. Shelton has taken a cue from his hero Peckinpah: The climactic fight devolves into a flurried montage of punished, sacrificed flesh. The fighters emerge bloodied but unbowed; ultimately, the result of the bout doesn’t matter to them, or to us.

After “Bone,” Shelton will choose from among several Shanghai’d projects including a horse-racing film and a film about maverick ski pioneer Ernie Blake. (In a nod to the realities of the business, Shelton still owes a film to Warner Bros.) Shelton likens his status to his high school days straddling the borderline of two camps. “I’m not part of the Hollywood establishment and I’m not part of the independent establishment,” he says. “So I don’t know exactly where I am and I don’t really care. The goal is still to make terrific pictures.”