COOL WHIP NOVICE DIRECTOR HOPES TO KEEP MOVIE'S FLAVOR WHILE MAKING MPAA HAPPY.

Byline: Sandra Barrera Staff Writer

There's a fine line between raunchy and just plain crude, and ``Whipped'' walks it.

But it took a lot of dialogue tweaking on the part of the independent filmmaker to get it there.

``Whipped,'' which opens today and stars Amanda Peet of the WB comedy series ``Jack & Jill,'' was initially flagged with an NC-17 rating when it was sent to the Motion Picture Association of America. According to a Washington, D.C., spokesman, the ratings board is made up of a dozen or so parents who based their decision on the film's scathing script.

The film follows three best friends, played by Brian Van Holt, Jonathan Abrahams and Zorie Barber, around New York City hot on the trail of a quick roll in the sheets with unsuspecting single women. Then, one by one, the guys meet Mia (Peet), and their whole perspective changes.

Her icy baby blues and quick wit start the hearts of these men pounding like no other woman before. What they don't know is that Mia's got a little surprise cooked up for them in the end.

While ``Whipped'' shows no nudity, it lays on the sex talk thicker than ``Swingers'' did the lounge-lizard jargon.

`` 'Swingers' was definitely an influence,'' offers first-time filmmaker Peter M. Cohen. ``I wanted to write a movie about the way guys in New York are, you know? The New York scene is totally different from the L.A. scene. We have a lot of our own catch phrases.''

Of course, the vast majority of examples that come to mind are too graphic to mention here. The only PG-13 exception was used by Judah Domke, the actor who plays the dorky married outcast of the group.

Domke's character Eric is taking pity on himself for being the guy whose job it was to always have sex with the ugly girls in the groups they hit on.

He calls it ``jumping the grenade'' before confessing, ``I married the grenade.''

``We would try to come up with things that were somewhat new,'' says Cohen. ``I mean, we definitely have terms in there that have been around for a long time.''

Words to describe oral sex, female genitalia and the bedroom litter the script - no thanks to the cast who embellished the dialogue with their own colorful catch phrases.

Even Peet got into the act by rewriting her surprise scene at the end.

``I think it would have been hard for a guy to come up with stuff that castrating,'' she says. ``It was harsh. Totally, unadulteratedly sexist.''

``Whipped'' doesn't shy away from sex, not even for a second.

That created a problem for Cohen when he was forced into cleaning up his movie for a nicer MPAA rating.

``They don't tell you what to take out,'' he says. ``You have to just keep on resubmitting, and I think I resubmitted about eight times.''

Cohen cut out a ton of profanity, catch phrases and kicker jokes that pushed the dialogue to the next level. He magnified scenes that went beyond suggesting a sex act to leave more to the imagination.

``They didn't ask me to remove these things, but these are the things that got it down to an R,'' he says.

Luckily for him.

``Whipped'' could not have opened on 1,500 screens today had it kept its NC-17 rating, making it crucial that Cohen chip away at his film.

``It's the kiss of death when you get an NC-17 rating,'' says Art Rockwell, a box office analyst at Rockwell Capital Management, who explains that theaters are less willing to play a film with a spicy rating as a matter of policy. ``It really does eliminate a big chunk of the audience.

``Realistically, you're looking at less than 1,000 theaters willing to feature your film,'' he says.

There are exceptions where a spicy rating could help.

``But that's more of what I would call art-house fare,'' Rockwell says. ``Anything that is designed for a general audience, which presumably most pictures are, you're looking to get as much business as possible and not to restrict your potential.''

``Whipped'' is not an art-house film despite its low-budget production, rumored to be at less than $200,000 for its 18 days of shooting two years ago.

The film was made before Peet's acting career really started to take off, although she had done ``One Fine Day'' and ``She's the One.''

Movies like ``The Whole Nine Yards'' and ``Simply Irresistible'' came later. So did her show ``Jack & Jill.''

``Amanda made this experience for me,'' says Cohen of his film's star. ``She's not only a great actress, but she's a great person. Very smart. And I think that's important with actresses.''

Ironically, Peet, whose next role is as a woman who gets kidnapped by her boyfriend's buddies in the comedy ``Saving Silverman,'' expressed similar sentiments for Cohen.

``He was very smart,'' she says. ``He knew that with the nature of this film - the way it was relying a lot on dialogue - he could let us riff sometimes.''

In fact, the actors went to town improvising.

It's no wonder Peet was a bit miffed by the MPAA rating, which in order to be upheld meant some of the film's content had to be censored.

``It seems to me that the point of the whole movie is that they're all talk,'' she says. ``They're laughable. So it's not like the movie is glorifying that kind of moonlighting or that kind of cruel bragging. And it seems to me they have no ability to recognize the tone of the movie.''

Peet wasn't alone in her opposition to the forced edits.

``It was not like there was a sex scene in there or a death scene or a rape scene or anything like that,'' says Abrahams, who played the habitual masturbator Jonathan.

Adds Van Holt, the actor who played the stud Brad, ``The MPAA were being a little harsh on us because we're new filmmakers.''

While the MPAA doesn't specify the reason it gives a film a certain rating, its director of public affairs, Phuong Yokitis, says it has nothing to do with the experience level of a filmmaker.

``There's no check-off list where, if they say so many things or depict a scene a certain way, that would get it this rating,'' she says. ``It's subjective. And it's dependent on how the context is used.''

Cohen, who is completing work on a script for Robert Zemekis' Image Works company, admits that having to remove dialogue from his film was upsetting.

The bright side is that it ended up broadening its appeal.

``Definitely it still has an edge,'' Cohen says. ``But it used to have a bigger edge.''

CAPTION(S):

3 photos

Photo:

(1 -- color) Getting it `Whipped' into shape

How Amanda Peet's new film went from NC-17 to R

(2) Amanda Peet stars in ``Whipped,'' which received an initial NC-17 rating. ``It seems to me that the point of the whole movie is that they're all talk,'' Peet says of the film's characters. ``So it's not like the movie is glorifying that kind of moonlighting or that kind of cruel bragging.''

(3) Brian Van Holt plays handsome stockbroker Brad, who usually tries to lie his way into women's graces, in ``Whipped,'' starring Amanda Peet.