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Matt Dillon falls into ''Oz''

Along with a block of celebs, the ”There’s Something About Mary” actor will direct an episode of the hit HBO prison series

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Dozens of thugs scream for blood as a pair of muscle-bound convicts duke it out in a boxing ring. But the most powerful guy in the room is a spindly hipster with a graying goatee and sad-dog eyes. Steve Buscemi is directing Oz, and the indie-film god (Fargo, Reservoir Dogs) is just one of a quartet of actors helming episodes of the hard-hitting penal drama this summer.

”I thought it would be fun to use four directors and four actor-directors and see what happened,” explains Oz creator Tom Fontana, whose series kicks off its third eight-week season on July 14. ”You get very different shows from both. With directors, you get more camera movement, whereas with actor-directors, the performances come up a lot.” So in addition to Buscemi, Fontana marshaled Matt Dillon, Chazz Palminteri (Analyze This), and Oz costar Terry Kinney (martyr-complex-ridden prison administrator Tim McManus).

The result may be Oz‘s most dazzling season yet. While the show’s grungy visual signature remains intact, its acting achieves a new vitality. The immense ensemble swells to include performers ranging from Naughty by Nature’s Treach to Kate & Allie‘s Fred Koehler. ”Treach is such a natural actor,” says Dillon, who coaxed the rapper to deliver a chilling turn as a mass murderer. ”He was game to do some very tough stuff.” And viewers who remember Koehler as K&A kid Chip may be shocked to see him as the drug-snorting neo-Nazi son of Aryan ringleader Vern Schillinger (J.K. Simmons). Jokes Fontana: ”I expect soon I’ll get a call from Susan Saint James and Jane Curtin saying, ‘What have you done to our little boy?”’

With the acclaimed debut feature Trees Lounge and an episode of Fontana’s Homicide: Life on the Street under his directorial belt, Buscemi had the most experience behind the camera (Dillon has made two music videos, while Palminteri and Kinney have directed plays). But Fontana thinks vast technical expertise isn’t a prerequisite to being a good director: ”Ninety percent of it is instinct. You go by your balls. Unless you’re a woman, then you go by your…well, you know.”

Despite its macho trappings, Oz does welcome female directors. Academy Award-winning documentarian Barbara Kopple (American Dream) shot this season’s finale, and Oscar-honored actress Kathy Bates (Misery) did an installment last year. ”She had no problem being one of the boys,” reports costar Simmons of Bates. ”She’s like a f—in’ sailor.”

What attracts movie stars to dirty their hands with a cable-TV series? ”It’s more like a film,” observes Palminteri. ”You can allow the scenes to breathe, as opposed to network TV, where it’s like, ‘Get it done so that commercial can get in there.”’ Adds Buscemi: ”There are so many great characters. It’s very tough and violent, but there’s also some really tender scenes between these guys.”

Thanks to its gut-punching emotional impact, Oz gives HBO’s own The Sopranos a run for its blood money as TV’s highest-caliber drama. Not that the cast wants to draw any comparisons. “They’re two different things,” says Lee Tergesen (unstable inmate Tobias Beecher). “But if we ever meet for a rumble, TV prisoners are going to kick the s— out of TV mobsters.” Do we smell a crossover?