How many Oscar winners does it take to tell the bizarre real-life story of legendary showman Liberace? Three (Michael Douglas, Matt Damon, and Steven Soderberg) -- Plus six years, weekly spray tans, and enough glitz to light up Las Vegas.

High above midtown Manhattan, on a February day so clear you can see New Jersey and Central Park from the same window, an adorable couple in a hotel room are smiling at old pictures of themselves together, giggling and whispering in-jokes as couples do. It’s all very charming and sweet — and maybe even a little bit obnoxious, in a somebody-stop-this-Zales-ad kind of way. ”Aww, remember the dog?” ”Oh, wow, your robe!” ”Where’s the one of us next to, you know, the thing?”

The pair in question happen to be Michael Douglas and Matt Damon, both of whom are men, movie stars, and, not incidentally, partners in very happy and very heterosexual marriages. (Damon and his wife, Luciana, tied the knot in 2005; Douglas and Catherine Zeta-Jones, in 2000.) But never mind. Right now they just sound like any significant others leafing through a photo album — which makes perfect sense when you know that those pictures are actually publicity stills of their onscreen love affair in Behind the Candelabra, director Steven Soderbergh’s HBO film about the Swarovski-studded romance between closeted showbiz icon Liberace (Douglas) and his 39-years-younger lover, Scott Thorson (Damon).

Based on Thorson’s 1988 memoir of the same name, Candelabra begins in 1977, when Liberace (or ”Lee,” as his friends called him) is reigning in Vegas as the world’s favorite pianist-comedian-showman. After a chance encounter, he seduces Thorson, a naive 18-year-old foster kid, into his more-is-more world of private jets and be-thonged houseboys. The story ends in 1987, the year Liberace dies of AIDS, finally confirming the rumors of his secret life and leaving Thorson — whom he’d dumped five years earlier — with practically nothing but a drug addiction and a surgically altered face remodeled in Lee’s own image.

In between, there’s so much catfighting, jewelry bingeing, and Caligulan excess that Soderbergh might as well have called it sex, lies, and marble hot tubs. ”Liberace was just a larger-than-life personality, and I wanted to make sure that came across,” explains the director, who says his movie was dismissed by every major studio as ”too gay” before HBO eventually snapped it up. ”None of us could understand [the rejection]. It just seemed baffling to me. We had Michael and Matt and a great script by Richard LaGravenese, and the budget was $23 [million]… But we found the home that we were supposed to find.” (HBO and ENTERTAINMENT WEEKLY are both owned by Time Warner.)

The movie (which premieres May 26) also marks Douglas’ return to acting after being diagnosed with throat cancer in 2010. He’s now in good health and seems as energetic as a man half his 68 years when he starts talking about his raunchy and touching professional fling with the 42-year-old Damon — one that began, like so many great relationships, with a little innocent flirtation…

Matt, the first time I talked to you about this movie was in 2009 — you said Michael had just come up to you at a film festival and said something about ChapStick? MICHAEL DOUGLAS You sent a note up to my room!

MATT DAMON That was at Deauville American Film Festival [in 2007] after I first talked to Steven about the movie. Michael and I were staying at the same hotel, so I sent a note up to his room saying, ”Hey, it’s your boyfriend!” And he was like, ”What is he talking about?” But after that, when we knew we were going to do the movie together for sure, I bumped into you somewhere and you tapped me on the shoulder and went, ”Get your ChapStick ready!” [Laughs]

Did you know each other then?
DAMON Michael produced The Rainmaker, which was one of my big breaks. So we met briefly then back in ’96. And then through the years, Steven’s little group bumps into each other.
DOUGLAS Crisscrosses.

DAMON Then in ’07, Steven gave me [Scott Thorson’s] book. He had already come up to Michael on the set of Traffic in 2000 and said, ”Have you ever thought of playing Liberace?”

Was that totally out of the blue?
DOUGLAS I thought he was messing with me. It was my first directing experience with him, so I thought it was one of those —
DAMON Practical jokes.
DOUGLAS Then he sent me pictures, I saw a faint resemblance, and then we kind of forgot about it.
DAMON I went to shoot a day on [Soderbergh’s 2008 political epic] Che. It was summer of 2007. He had no money to make Che. I was flying to Europe on Universal’s dime to do press on The Bourne Ultimatum, and once he found out I was going to be in Madrid, he was like, ”Would you drive down to the South and shoot a day on my movie?” I was like, ”Sure.” And he goes, ”I have two gifts for you. One’s personal, and one’s professional.” So my wife and I drove down there, and he’s waiting at the hotel. He goes, ”Here’s the personal one.” And he gives me this great vintage Red Sox shirt from 1986. And he goes, ”Here’s the professional one.” He turns around with Scott’s book, with Scott and Liberace on the cover in full furs and jewelry and everything. He goes, ”You and Michael Douglas.” And I say, ”Get the f— out. What are you talking about?” But I went home and read the book, and the next day I was like, ”What is this going to be?” He said he had Richard LaGravenese to write it, and I said, ”I’m in. Whatever it is, it’s going to be great.”

How close were you to making the movie back then?

DOUGLAS We were going to do it — Richard wrote this script that was great. And then I got cancer.

DAMON Well, before that there was Contagion. Steven called me up and said, ”Do you mind if we push [Candelabra] because SARS just happened.” So there was that. Then Michael got sick —

DOUGLAS Then I got sick. Then you had something to do.

DAMON Elysium, Neill Blomkamp’s movie. So I kicked the can another year.

DOUGLAS Also, in hindsight, I think they both were very kind, Matt and Steven. I probably was not quite up to it, you know, when I thought I was ready to go back to work. They were taking a look at me and going, ”I think we could do with a little delay…”

DAMON [Laughs] ”Give Mike a little break…”

Michael, Jerry Weintraub mentioned that your parents actually knew Liberace a little bit, right?

DOUGLAS Kirk, yeah. My father and my stepmother lived in Palm Springs for years right around the corner from Lee’s house, so I met him a few times. I remember meeting him just in passing, in his convertible with the top down — his hair not moving.

DAMON [Laughs] His wig!

DOUGLAS He was such a nice guy. Everybody you talked to about him said he was a lovely, generous guy, hardworking.

DAMON It’s tough, because we’re obviously exploring the part of his life that all these people didn’t see. Before the age of YouTube and Twitter, people could get away with anything.

Still, he tried hard to hide this part of his life — his homosexuality, his baldness, AIDS. How do you feel about making those things the focus of this movie?

DAMON If he were alive today, I don’t think he would — I don’t want to speak for him, but I think you can’t make an accurate movie about somebody’s life. You have to have a point of view. I think there’s a bigger reason thematically to make a movie like this. It’s relatable to our relationships and bears witness to a time when there was a certain stigma.

DOUGLAS The reality is, with his death, his lifestyle was exposed.

DAMON The coroner said he died of AIDS, so that was well-known. I think everyone knew what the deal was.

DOUGLAS I think even Scott, who is still alive, would be relatively pleased at the way this was conducted.

You’re both well-known. What do you think of the possibility of somebody making a movie of your life?

DAMON [Laughs] Movies will be dead by then.

Okay, then a streaming Web series…

DOUGLAS I don’t think our lives have enough dirty laundry to make a good movie. Phil Spector, maybe. Ike and Tina Turner. Those things have real drama in their lives. We’ve got a few little stories, but nothing…

DAMON Nothing like these guys.
<pNo houseboys in metallic thongs? Speaking of which, Matt, you wear some pretty skimpy outfits in this film. Did Steven ask you to wear anything that was just too little?

DAMON It couldn’t be little enough.

DOUGLAS I got a little nervous. Matt decided that because of the number of entrances and exits he had from the hot tub, he wanted a Brazilian tan line on his ass.

DAMON You know, for the ”unveiling of the ass.”

The unveiling of the ass?

DAMON I wear boxer briefs. When [costume designer] Ellen [Mirojnick] and I were doing all the wardrobe fittings, we realized because of the bejeweled Speedos I was going to need my tan line to go all the way up so it wouldn’t look weird. Every Sunday night this girl would come to my house, and I would stand in my garage and I would hike my boxer briefs up into the crack of my ass and she would give me a spray tan. But the first time this happened, I got up the next morning and took off my pajamas, which had turned brown, I showered, and I’m brushing my teeth, and my wife walked into the bathroom and she screams, ”What the f— happened to your ass?!” I was like, ”What?” I turned around to the mirror and went, ”Oh, fuuuu…” It was one of those things: We’ve been through three childbirths, we’ve been in the trenches, there are no secrets. But I really wish she didn’t see that. [Laughs] That’s too much.

Is it different trying to create onscreen chemistry with somebody you wouldn’t necessarily be physically attracted to?

DAMON It’s always a challenge. I mean, Michael has done more love scenes than most people…

DOUGLAS [Shrugs]

DAMON …but it’s never a natural thing. It looks sexy, but you’re three feet away from 40 people. It’s very unnatural. You’re always working to make it feel real.

Was it less stressful since you’re both guys?

DAMON We knew what movie we were making.

DOUGLAS We had that first scene and all that — you know you’re gonna do it, but it’s funny how people are about that. It’s so choreographed, like an action scene.

DAMON The scene when I’m behind him and going at him, we did that in one take: We do it. Cut. There’s a long pause. And then you just hear Steven go, ”Well…I have no notes.” [Laughs]

Matt, you opted out of the Bourne franchise, and instead you’re playing Liberace’s gay lover in an HBO movie. Did you have to send a condolence card to your agent?

DAMON It’s kind of similar. [Laughs] Had we been able to figure out a [Bourne] movie, I would’ve done it. I love that whole franchise. But [director] Paul Greengrass and I had vowed we’d never do another one of these without a script; it just takes years off our lives, and there’s no reason to. We couldn’t figure it out, and they owed a movie, and we weren’t going to go without a script.

DOUGLAS Saying this, I don’t know any actors of Matt’s caliber who would be willing to take on the part of Scott. I thought it was really courageous. It just shows you the width and breadth of his career. But I don’t think at my prime at his age I would’ve had the courage to take this part on.

DAMON [Laughs] It’s a good one to end on.

Well, Steven has said he’s retiring after this. Is retirement something you guys are even thinking about too?

DAMON Oh, God, no. I love this. I love doing it.

DOUGLAS This is one of the wonderful things about this business. There are still parts for old people. I never think about it.

Douglas’ Dresser
Liberace is the latest character costume Designer Ellen Mirojnick has helped the actor create

When costume designer Ellen Mirojnick met Michael Douglas on Fatal Attraction in 1986, it didn’t feel like the beginning of a great partnership. ”We got off to a rocky start,” recalls Mirojnick. ”We had different opinions about the aesthetic.” But by the time they created Douglas’ iconic Gordon Gekko for Wall Street the next year, the pair had formed a bond that’s lasted nearly 30 years and through 15 films — culminating with Behind the Candelabra. ”I think the reason we work well together is because he trusts me,” says Mirojnick. ”He has very keen intuition, and he knows I tell the truth — and I don’t kiss ass.”

Jerry Weintraub on His Friend Liberace
Candelabra’s producer shares his person connection to the legend

Veteran producer Jerry Weintraub (Ocean’s Eleven) has been working to bring Behind the Candelabra to the screen since 2000. But his connection to the real-life Liberace goes back much further than that: The two were friends from Weintraub’s days as a music manager, when he helped guide the careers of megastars like Elvis Presley and Frank Sinatra. ”We used to all hang out in Vegas. He was a great guy and a great host,” says Weintraub, who was a frequent dinner guest at Liberace’s opulent houses in Vegas and Palm Springs. ”You used to go in through his garage. And in his garage, he had a Rolls-Royce that was a bar — you used to sit in that, and a butler would serve you drinks in it.”

And while Liberace wasn’t openly gay at the time, Weintraub says the performer wasn’t exactly secretive about his orientation either. ”There was no pretense. He didn’t try to convince us that he wasn’t [gay]. In those days you couldn’t come out of the closet. It was a different time. People just didn’t discuss that.”

Despite the fact that Liberace went to great lengths to hide his private life from public view (even going so far as to invent a love affair with famed figure skater Sonja Henie), Weintraub says he has no doubt that his old Vegas pal would be happy with Behind the Candelabra. ”I think he’d be ecstatic,” he says. ”Michael Douglas does a great job playing him. And you see his flamboyancy, who he was. He would be applauding like hell.”

Caped Crusaders

Crystals, feathers, and fur, oh my! Designers painstakingly re-created Liberace’s over-the-top capes for BTC.

Liberace spent a lifetime creating a collection of beyond-extravagant capes, some of them so magnificent that they practically became characters in his live shows. (”Go ahead, touch it,” he liked to say to his audience. ”You bought it!”) But costume designer Ellen Mirojnick — working with Mary Ellen Fields of Hargate Costumes — had just eight weeks to re-create some of his most showstopping outfits. Luckily, many of Liberace’s most impressive capes are preserved in his official archives, which Mirojnick toured with director Steven Soderbergh and production designer Howard Cummings. ”Each piece is really like a work of art,” Mirojnick says. ”He wanted his costumes to be a sundae with all the toppings — crystals and feathers and embroidery, everything.” For this cape, based on a design Liberace wore during his 1984 stint at Radio City Music Hall, Mirojnick stayed close to the original while using contemporary techniques to replicate its ornate details. ”The clamshell collar was made with heat; it’s a plastic that’s shaped and then covered with fabric and embellished,” she explains. ”It’s covered in seashelled Austrian crystals!” All in service of the motto that Liberace lived by: ”Too much of a good thing…is wonderful!”