By EW Staff
Updated February 11, 2000 at 05:00 AM EST
Theresa Dillon

Is it pure fiction or a semidocumentary? Even after you see this vérité-style paean to the hip-hop music scene, in which a faux band (played by Wu-Tang Clan) interacts with groupies of sundry skin colors and sexual persuasions, you might not know. ”I wouldn’t call it an improvisation,” says Toback (”Two Girls and a Guy”). ”It was sheer invention.”

Case in point: an extraordinary, largely improvised scene in which Downey, who shot his stint as a flamboyant bisexual before being imprisoned on drug-related charges, makes sexual advances toward Tyson. The fighter — who wasn’t told exactly what Downey was going to say to him — begins choking his costar. Meanwhile, Shields, wearing colorful dreadlocks as Downey’s documentarian wife, keeps her camera trained on the action.

”You’d think that Brooke would have run over to stop Mike,” says Toback, ”but she kept right on filming with her own camcorder, which gave us the best footage of the scene we got.” Of course, star cinematographers don’t come cheap. Toback says the investment, initially budgeted at $1.6 million by indie house Palm Pictures, rose to $5 million as the cast expanded — which was fine, since Palm sold the film to Sony for $10 million. BUZZ FACTOR: 7

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