BEAUTIFUL FRIENDSHIP/ PEDRO ALMODOVAR AND PENELOPE CRUZ BRING SENSUALITY AND MORE TO `VOLVER'.

Byline: Glenn Whipp Film Writer

It isn't surprising that with Pedro Almodovar's ``Volver,'' Penelope Cruz has her best part since 1999 -- the last time she worked with the great Spanish director.

Almodovar's latest finds the filmmaker returning to rural roots for the story of a family of women haunted by the return of a mother believed to have died in a fire.

Cruz plays Raimunda, an overworked wife and mother who manages, despite her struggles, to remain impossibly, radiantly beautiful.

For Cruz, that might not sound like such a stretch. But her performance -- tough, funny, sad, sometimes all three in the same scene (she even sings!) -- has earned raves and talk of an Oscar nomination.

And ``Volver,'' a beautiful story of the love between mothers and children, is a worthy addition to Almodovar's remarkable body of work.

We sat down with the two old friends, who first worked together with 1997's ``Live Flesh,'' to talk about sex, death and their latest collaboration.

Q: Penelope, the story goes that you snuck into a Madrid theater to see ``Tie Me Up! Tie Me Down!'' when you were 13. And you came out of the theater ``completely in love with his soul.''

Cruz: It is true. I know it sounds too perfect.

Almodovar: You were 13? Didn't you have to be 16 to see that movie? Did you seduce the theater man?

Cruz: I looked more like a woman at 13 than I do now. I was in so much of a rush to be a woman. I didn't want to be a little girl anymore. So no one questioned my age.

Almodovar: The secret is to look older when you are 13 and younger when you are 30. I remember when we made ``All About My Mother,'' we were going out one night to a casino, but they wouldn't let you in because they thought you were a minor.

Cruz: And now, in this movie, ``Volver,'' I feel like I'm playing a woman for the first time. It's great because now I can. Before I couldn't because I didn't have the age.

Almodovar: I had the idea for ``Volver'' while we were making ``All About My Mother.'' I'm always taking notes. I'm like a novelist. I have an idea and I write 10 pages, and if they interest me, then I have to discover what is happening before and after these pages. Then I live with the story for many years. I have many stories cooking at the same time.

Q: ``Volver'' has some similarities with ``All About My Mother'' -- strong women, struggling, facing difficulties, surviving.

Almodovar: These are the type of women I like to write. The women are similar, but the universes are different. Here we have rural women or women who have left their rural roots but have not forgotten them.

Q: And Penelope's character is very much in the earth-mother tradition of the movies Sophia Loren made with Vittorio de Sica -- tousled hair, eyeliner, full-

bodied. You write in the production notes that Penelope ``has the most spectacular cleavage in the world.'' You certainly show that to advantage in the film.

Almodovar: She is a super-mother. As a director, I admire her body. It is not necessary to hide that.

Cruz: I trust him completely. He gave me the most complex character I've had in my career. When people hear him talking about it, the way he says things is so funny, his personality. But you see the movie and you see what he's saying -- this is a character that really represents motherhood. People try to take it to a different territory, but I'm not playing that game.

Almodovar: There is that shot that is a close-up of her cleavage. That shot has a lot of information about the plot -- we see a beautiful woman working in the quiet night. She is beautiful. She's a mother. It's very understandable that her husband would be horny when he looks at her. She is wearing medals, identifying her with her culture. And she's washing a knife, which tells you -- this knife is going to be used, and it's going to be washed with something different.

So in the one shot, I'm giving all this information to the spectator. Sometimes, she's embarrassed with that. I'm not embarrassed, but what is clear is that we are very different -- the director from Spain and the director from here who tells me he would never do a shot like that.

Cruz: I wasn't embarrassed by making that shot. That would be ridiculous. It's when people try to take it to a different territory. A person said to me on the set, ``Do you want to look at the monitor to make sure you're OK with this?'' I felt offended. Why would I doubt him? It's just amazing to me sometimes people are like little children with this stuff.

Almodovar: More than the '60 or '70s when you could be naked in front of a camera with absolute naturalness because the role called for it, sometimes it happens that you have to be naked. Now there is more a kind of censorship.

Cruz: It feels a little bit hypocritical. It is a part of life. I'd rather see that in the movies and less violence. We are not 8 years old.

Q: Pedro, you say you felt the presence of your late mother throughout the shoot and that making the movie helped you come to terms with your own mortality.

Almodovar: I still have a lot of problems with death. But the culture of death in La Mancha, it is very natural, not a tragic thing. I think that was soothing for me. I can think with less fear and less desperation and accept death more naturally.

It doesn't mean I have completely solved my problem. Because my problem is that I'm not a believer in any faith. So after death, I see nothing. I see complete darkness, complete emptiness. So it's very hard to live day by day with that feeling. But while I was making this movie, seeing the ghost of my mother and my family and my childhood memories, being in that company, I felt a kind of inner peace that I've never experienced before.

Q: Has it stayed with you?

Almodovar: No. (Laughs) But I feel better now. I've made a step. I have less anxiety. Many people tell me that after seeing this movie, they've thought deeply about their relatives, and in a peaceful way. That's a good reaction.

Cruz: He has made a great movie being peaceful. He has made them the other way. Now he's made one this way. I'd rather have him this way because he's happier now.

Almodovar: But don't worry. I have enough anxiety to keep on working.

Glenn Whipp, [phone]

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CAPTION(S):

3 photos

Photo:

(1 -- color) no caption (Pedro Almodovar and Penelope Cruz)

(2 -- color) - Pedro Almodovar

(3 -- color) - Penelope Cruz

David Sprague/Staff Photographer