March 3

Shandling spent four years honing this comedic fable about an alien with a very ''interesting'' naughty bit designed to impregnate an earth woman in order to save his all-male race from extinction. Then he did a revision with Peter Tolan (''Analyze This''), which very quickly got Nichols aboard.

But the g-forces grew rough after production began. Shandling had filed a lawsuit against his manager at Brillstein-Grey, and if the case had gone to trial, he would have had to make extensive court appearances. ''Fortunately,'' says Nichols, ''they settled before we were affected.'' Then the director stepped into an open trapdoor on set and broke his ankle, which meant he did most of his work on crutches.

Still, the most noteworthy aspect of the production must be the prosthetic organ that Shandling's character dons in order to fulfill his earthly mission. ''I don't want to spoil it,'' Bening says, ''except to say that it hums. It is a superactive alien penis that functions very well when the time is right.'' On screen, anyway. Near the end of filming, Shandling was nonplussed to hear that Bening was pregnant for the fourth time by husband Warren Beatty. ''Garry said his feelings were hurt,'' Bening recalls. ''Because it meant I was actually having sex with Warren.'' BUZZ FACTOR: 5

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