COVER STORY: FRANKLY 'AVALON' WORLD-CLASS ACTRESSES EXPLAIN WHY THEY WERE WOOED BY A TV MINISERIES.

Byline: Valerie Kuklenski Staff Writer

Joan Allen, Anjelica Huston and Julianna Margulies have accumulated among them more than two dozen wins and nominations for Oscars, Emmys, Tonys, Golden Globes and Actors, and a flurry of other lesser-known accolades.

They have scores of gushing critical reviews from past performances and easy entree into the offices of Hollywood's most powerful producers and studio executives.

But that clout is nothing compared with the power wielded by the women they play in the two-part TNT miniseries ``The Mists of Avalon,'' premiering at 8 p.m. Sunday.

``Mists,'' based on the best-selling novel by Marion Zimmer Bradley, gives a rare female perspective on the Arthurian legend. Arthur, Merlin, Lancelot and Mordred are still important to this telling, but the action is driven mainly by Viviane (Huston), Morgaine (Margulies) and Morgause (Allen).

Viviane is the Lady of the Lake, the high priestess of Avalon who masters some sorcery but is definitely more mortal than the vaporous spirit portrayed by Miranda Richardson in the miniseries ``Merlin.'' Viviane's purpose is to serve the goddess, that Mother Nature-type entity who in this time and place still peacefully co-exists in people's belief systems with Christianity's God.

Her sister, Morgause, also has mystical powers but wishes she could sometimes outshine Viviane and exercise control. Yes, she's a queen, but she's queen of Lothian and Orkney, which probably is about as satisfying as being mayor of Akron. Allen says she sees Morgause as always ambitious and maybe a little scheming.

``But whatever her ambitions are are constantly being thwarted by Viviane's vision of what actually needs to take place, so I think as a result she becomes frustrated and obsessed and more power hungry than maybe if something had been given to her at a younger age,'' Allen said.

In short, ``the typical middle child,'' she adds with a laugh.

Youngest sister Igraine (Caroline Goodall) is Morgaine's mother. She also has some witchcraft skills but doesn't like to use them, and she reluctantly takes on the mantle of queen of England to fulfill Viviane's prophecy that she will bear the future king, Arthur.

Igraine also surrenders the young Morgaine to her Aunt Viviane to be instructed in priestessing, which includes being able to part the lake mists and gain access to the sacred land of Avalon, which is invisible to its nonbelievers.

A family tree of the cast of characters could have been a template for a sweeps episode of the old prime-time soap ``Dynasty'': ``Morgause (Alexis) puts a curse on Gwenhwyfar (Krystle) to ensure that Arthur (Blake) cannot have children with her. Morgaine (Sammy Jo) accidentally makes love with a relative.'' You get the idea.

``Mists of Avalon'' marks Margulies' first television project since she left ``ER'' in May 2000. She says she was hesitant to return to the small screen so soon, but Gavin Scott's script and director Uli Edel won her over.

``I was so taken by the character because there's not a lot of female roles that encompass the vast scope that Morgaine encompasses,'' Margulies said. ``I got to be everything: mother, lover, sister, girlfriend, warrior. It was just huge.''

Huston sees Viviane - a woman so self-assured that she unflinchingly orders Queen Morgause out of a room in her own castle - as the most powerful woman she has played.

``I've played a few sorceresses in my time, and they're forces for evil and quite powerful, but I would say the forces of good by right should outweigh the forces of evil - in a good and just world,'' she said.

``She sees her country and that life disappearing, and being the supreme leader that she is, it's up to her to attempt to save Avalon,'' Huston said. ``It's not really a matter of good or evil at that point. It's a matter of having to save your principality.''

The richness of the roles - said to have been coveted by many actresses - and the story were attractive to all three women.

``This is fundamentally fascinating because it speaks of a time when women were at their most powerful and were celebrated for it rather than diminished by it,'' Huston said.

It was not only the characters that were larger than life. The shoot in Prague involved elaborate costumes and wigs, armor, castle locations and massive interiors constructed in an old ice-skating rink.

Margulies and Huston had plenty of opportunities to satisfy their passions for horseback riding. Margulies, 35, grew up in England with a horse of her own but quit the hobby.

``In high school, I had to make a decision to either pursue riding and join the circuit and get serious about it, or take driver's ed and go out on dates,'' she said. She didn't ride again until last year's shoot, on ``these unbelievably well-trained horses that were like push-button horses.''

Huston, who turned 50 this month, has ridden all her life and is most experienced with Irish hunters and Arabians. She apparently had a feistier Andalusian than Margulies' mount.

``They're tremendously big and powerful. They're like riding a dinner table,'' Huston said. ``And in this particular movie I was riding a stallion who reared up every time he heard the word 'action,' and then went into a full gallop.

``So I figured all I had to do was stick,'' she said, laughing, ``and send up a prayer.''

Their climactic scene together, set on a massive stone staircase in Camelot, proved tremendously demanding.

Allen stumbled on one take and had a temporary back injury. Margulies recalls it as her character's very emotional turning point.

For Huston, it was her initiation with this cast and crew.

``That was a killer scene. I'd arrived in Prague about three weeks later than everyone else and that was my first scene,'' she said. ``There were a great many tribespeople and horses and soldiers, and all of a sudden there was Joan Allen as Morgause flying down the steps at me with a dagger pointed at my eyes.

``I have to say it was daunting,'' Huston said. ``I felt like I should be on stage at the Met - and I didn't know my aria yet.''

The sheer power of these women had much to do with the success of the 1984 novel, which is back in stores in conjunction with the miniseries.

Yet the source of their power is in their mystical gifts. In modern-day Los Angeles that kind of power would only land you a graveyard shift answering a psychic hotline. Is that real power?

``I think it is,'' Huston replied. ``The power of knowing the unseen, the power of intuition, of mysticism, of premonition I think are tremendously important powers. I think if we had them, the world would be a better place all around.''

``THE MISTS OF AVALON''

What: TV film of Arthurian novel by Marion Zimmer Bradley.

The stars: Joan Allen, Anjelica Huston and Julianna Margulies.

Where: TNT.

When: Part 1 - 8 p.m. Sunday, repeated at 10 p.m. and midnight, 8 p.m. July 20, noon July 21 and 8 p.m. July 30; Part 2 - 8 p.m. Monday, repeated at 10 p.m. and midnight, 10 p.m July 20, 2 p.m. July 21 and 10 p.m. July 30.

CAPTION(S):

4 photos

Photo: (1 -- cover-- color) THE MYSTICS OF `AVALON'

TNT version of Arthurian legend retold from a powerfully feminine perspective

(2) Joan Allen portrays the jealous Morgause in ``Avalon.''

(3) Julianna Margulies gets on her high horse as the Lady of the Lake.

(4) Julianna Margulies and Anjelica Huston cross the waters in a scene from ``The Mists of Avalon,'' beginning Sunday on TNT.