`CLEOPATRA' FOR THE AGES; LEONOR VARELA BRINGS YET ANOTHER DIMENSION TO QUEEN OF THE NILE ROLE.

Byline: Marla Matzer Daily News Staff Writer

When the two-part TV film ``Cleopatra'' begins airing Sunday on ABC, viewers are sure to be asking one question: Who's the girl?

The queen of the Nile is played by Leonor Varela, an exotic and beautiful half-Chilean, half-French actress making her U.S. television debut. Leonardo DiCaprio fans may have seen her in ``Man in the Iron Mask'' last year; she's somewhat better-known overseas, from her work in European independent films and South American television productions.

Previous on-screen Cleos Claudette Colbert and Elizabeth Taylor were already well-known stars when they played the famous ruler and seducer of men. Now, Varela is feeling the heat generated by her sexy new role.

``Every day, there's a script arriving,'' Varela sighed happily in a phone interview. ``I haven't made a choice yet about my next project, though I'd like to do something with some action. I did some of my own stunts (for ``Cleopatra'').''

These days, Varela lives in Paris. She's previously lived in Chile, Costa Rica and in Colorado, where her French father's work as a research scientist brought the family for several years. Her English has a slight French accent, though in the movie, the accent is fairly straight-on American. Thanks to her upbringing, Varela is fluent in Spanish, French and English.

On the phone, as in ``Cleopatra,'' her voice is a combination of smooth, seductive tones and no-nonsense straightforwardness. The effect isn't lost on men.

``She's one of the most beautiful women I've ever seen,'' enthused Billy Zane (most recently seen in ``Titanic''), who plays Marc Antony to Varela's Cleopatra, ``but she operates from a place of amazing humility and grace. I'm mad about her.''

Varela also admires Zane, as well as her other co-star, Timothy Dalton, who played Julius Ceasar. ``I really enjoyed working with them. The shoot was like giving birth,'' Varela says with a laugh, ``but I enjoyed every single minute of it. I think particularly between Billy Zane and me, there was an immediate understanding, an easy attraction that just grew during the whole shooting.''

Despite the story's obvious emphasis on sex and intrigue, Varela, along with the TV movie's creators, stresses that this version of ``Cleopatra'' is a modern look at the Eyptian ruler. Director Frank Roddam - whose previous films include ``Quadrophenia'' and ``K-2'' - said, ``In the past ... (Cleopatra has) always been defined as a scheming, conniving woman. If a woman had power, it meant she'd got it through some nefarious means. I think that's a very old-fashioned notion.''

Varela points out that every ``Cleopatra,'' whether it was made in 1934, 1963 or 1998, ``reflects what was going on at that time. ``The '60s version was about Taylor's stardom, the paparazzi surrounding her ... our version is more about what's happening today. Cleopatra is pictured as a woman of power and a woman of faith. She has a view of what the world should be like.''

The tale is set against a backdrop so impressive that even Dalton, who twice played James Bond, was amazed. ``I have to tell you the first day on the set was one of the most exciting days I've ever had in my career,'' said Dalton. ``I mean, I've never worked on a set that's a quarter-mile long. Its size, its grandeur, to be surrounded by a thousand Roman soldiers and Egyptians - it was really fabulous.''

Morocco was the location for the fantastic desert set, which ABC says cost $2.5 million and was ``one of the largest built anywhere, for any movie.'' Varela says the set and the country itself provided inspiration during the six weeks they shot there before moving to a sound stage in England.

``Morocco is a very spiritual place,'' says Varela, ``and, surrounded by that set and all those extras, it wasn't hard to feel like a queen.''

Varela was happy that many scenes featured a more intimate look at Cleopatra, though. On days when she had to be in full queenly regalia, makeup could take up to four hours. When her scenes called for her to be lounging in bed with a lover or scheming in private, she spent only half that time in the makeup chair.

The actress admits that she's in the enviable but slightly bittersweet position of wondering whether she'll get another role that measures up to the queen of Egypt. ``I did worry a bit about finding another role as good,'' said Varela, a little wistfully. ``But Cleopatra is a lifetime kind of part. Now, I think I need to do something a little different.''

THE FACTS

The show: ``Cleopatra.''

What: Lavish two-part miniseries on the life and loves of the queen of the Nile.

The stars: Leonor Varela, Billy Zane, Timothy Dalton.

Where: KABC (Channel 7).

When: 9 p.m. Sunday and Monday.

CAPTION(S):

Photo

Photo: no caption (Leonor Varela)