INSIDE Queer as Folk.

An exclusive uncut & uncensored look behind the scenes on location with Showtime's big, bad, gay bombshell

* IF YOU'RE A GAY MAN or lesbian, it's not all that unusual to find yourself dating someone your best friend doesn't approve of. Most of us have been there at some point.

It's quite another thing, however, to be on the Toronto set of Showtime's Queer as Folk and see that particular social ballet played out before your eyes--with great-looking actors spouting the kind of smart-ass lines you wish you could have thought up when it happened to you.

Perhaps Daniel Lipman, one of the show's executive producers, isn't just serving up a sound bite when he calls this Queer as Folk--the hotly anticipated American adaptation of the groundbreaking 1999 British miniseries--"a true show for the millennium, a series of this century, not of the last century." Still, American Queer as Folk fans are finding it hard to believe anything on American TV could rival the sexual and emotional frankness of the English original. Can Showtime cut the mustard? In a gay press exclusive, The Advocate went on the set to find out.

The scene now being filmed is set in the modest, comic book-strewn Pittsburgh apartment of Michael, a sweet-natured but put-upon assistant department store manager. As the scene opens, Michael (played by former Talk Soup wiseacre Hal Sparks) is facing his bathroom mirror, nervously preparing for a date with Dr. Dave (Chris Potter of Silk Stalkings), a humpy chiropractor Michael fell for while lying facedown on his examining table.

"I'm putting a little rouge on my penis to make it look longer," quips Sparks, the show's unofficial morale-booster, just before the cameras roll. "A nice horizontal stripe."

"Action" is called; there's a knock at the door. Michael's over-the-top roommate, Emmett (Peter Paige), skitters off to answer it, and in struts the wrong guy--Brian, Michael's best friend and the show's resident shit-stirrer (played by sexy newcomer Gale Harold). Instantly the tension rises. Michael has long carried a torch for Brian, and Brian uses that to keep Michael where he wants him: beholden yet unfulfilled. Brian's no sooner plopped himself down on the sofa and doffed his designer sunglasses than he starts making trouble by helping himself to the chocolate eclairs that Michael bought especially for his outing with Dr. Dave.

"Insert it into your mouth in a phallic way, Gale," coaches the episode's director, Canadian film vet David Wellington, between takes. "Make it a performance." Harold takes the note gamely and in subsequent takes looks longingly at the eclairs before swallowing them whole. Linda Lovelace would be proud.

"This is such a blast," Harold chuckles after the scene is wrapped. "I get to be the ultimate antihero every day. Like in the scene today, I was only there to cause problems." Like his U.K. equivalent, Stuart, Brian is an Olympic-level bed hopper and completely unapologetic about it. Asked how many different sex-scene partners he's had so far, Harold laughs and says, "That's a hard question." He counts on his fingers for at least a half a minute, then gives up. "Somewhere over 10."

"That's Brian, the bad boy who never grows up," laughs Lipman a bit later in the show's production office. (The set is now off-limits while Sparks and Potter shoot a love scene between Michael and Dr. Dave in Michael's childhood bedroom.) "We all have friends that we're not too wild about, but why do we like them? Well, because we understand." Still, Lipman is quick to point out that Queer as Folk has more to offer than men behaving badly. "We have a whole tapestry of different kinds of gay characters," boasts the producer, who along with his work and life partner, Ron Cowen, created the series Sisters and the AIDS-themed TV movie An Early Frost, both of which won Emmys. "There's a domesticated lesbian couple with a child; Brian and Michael, who are about to turn 30, which is a certain kind of death in this world. There's Ted, who is 33 and running after young guys who are inappropriate for him; Dr. Dave, who is in his late 30s and very relationship-oriented. There's Michael's mother, Debbie, played by Sharon Gless, who is so overly supportive you want to strangle her. There's also Michael's uncle, who's in his late 40s and has AIDS and [has been revitalized] because of the cocktails and has to deal with his life; and, of course, Justin, a 17-year-old gay young man who is not in conflict about his sexuality. This is not an after-school special where he's walking on the beach in scenes of emotional conflict ..."

Lipman trails off when he realizes that his visitor has just become distracted by a sign on the office wall that reads: QAF PRODUCTIONS LTD. PLEASE! NO DILDOS ALLOWED WITHIN 20 FEET OF THE FAX MACHINE.

"In one episode there's a scene involving 33 dildos," Lipman explains, then holds up his right hand as if pleading guilty. "We were having a meeting, like we would for any prop, and there was one pretty amazing dildo that was supposedly cast from a real porn star. I wet the suction cup and put it on the wall, then we went back to our discussion. Suddenly, we hear this crash and turn around. The fax machine was flattened. That's why they put the sign up."

It's doubtful they have these kinds of problems over at Touched by an Angel, but then, that's sort of the point. "We're extremely non-PC here at Queer as Folk," boasts Lipman, who promises that the Pittsburgh-set American Queer will indeed come well-stocked with all the `I can't believe they're showing that on TV' elements that made the British version such a sensation. "This is probably the first time in history," says Cowen, "that gay people will actually get a chance to see their lives portrayed truthfully on television with no restrictions and no censorship, unless Showtime kowtows to the MPAA ratings board. But it was certainly written and filmed with the intention of showing all aspects of gay life honestly." Yes, that includes foam parties, nipple piercings, recreational drug use, and scads of same-sex lovemaking scenes, including repeated couplings between our 29-year-old Jeep-driving, loft-living lothario, Brian, and our baby-faced but hungry for experience high schooler, Justin. "Some gay people will be upset that straight people are seeing things that they would wish they would not see," asserts Cowen. "But I think politically correct behavior is a form of internalized homophobia, that you are basically afraid to show straight people what your life is really like, and so you put forth a PC image out of fear."

With 22 hour-long episodes to crank out in 11 months--today is the first day of shooting on episode 7--the Queer as Folk team members don't have a lot of time for fear. Sparks has just emerged for lunch after completing the Michael-Dr. Dave love scene. "It's actually more of a panic scene for Michael," the Second City alumnus explains. "He's like, `I'm finally going to get laid in my old room,' but everyone downstairs can hear what's going on."

Though Sparks is straight in real life, Michael's soft, chewy center gives him plenty to relate to. "Michael will give you a foot rub and not expect sex," says Sparks with a smile, "and I'm the same way. I'm a total romantic." As for the more intimate scenes, Sparks admits he finds them more challenging than he expected to. "Intellectually, I didn't think I would have any problem," he reveals, "but I had a visceral, physical reaction that I wasn't expecting and that I have to work against. It's like a pheromone response to some guy standing in your face threatening you. You're OK for a while, and after 20 minutes you're like, `Dude, get off me.' It really is a process."

More comfortable with that process, it seems, is 22-year-old Randy Harrison, making his TV debut as Justin, who's newly out and just fine with it. "The most challenging scenes aren't the most sexually provocative," shrugs the actor, who landed the part at his professional New York audition. "So far I've done a rimming scene, a hand-job scene, and several sex scenes, and those are easy. It's just moaning and getting in weird positions. The hard scenes are the emotional ones--like there's one in a therapist's office where I say to my mother, `I like dick. I like sucking dick. I like getting fucked by dick, and I'm good at it too.' That was kind of hard."

It's lunchtime, and Harrison is leading the way through the gorgeously appointed set that is Brian's loft apartment, where a good deal of his aforementioned weird positions were executed. "This is my favorite part of the set, because the water comes down like a waterfall," he says, gesturing to Brian's five-sided stainless steel and glass shower. "But it keeps changing temperature. We had to cut a million times during the sex scene, because it got really hot."

But then, as one of the show's two openly gay cast members, Harrison seems more than capable of handling the heat. "I'm aware of the dangers and repercussions [of being out]," says the Atlanta native, who has a boyfriend of 3 1/2 years, a fellow actor he met while studying drama at the University of Cincinnati College-Conservatory of Music. "The way I see it, if I'm not true to myself, it doesn't matter what else I'm doing. There's enough bullshit in this business. I don't really need to add any of my own."

The show's other out actor, Peter Paige, echoes Harrison's sentiments. "I've been out for so long, doing this show and going into the closet seemed like an absurd idea," he says with a laugh. "There would have been phone calls from various corners of the country saying, `Come on!'" Though his character is decidedly larger-than-life fabulous, scoring the show's best zingers and skimpiest outfits ("I've stopped eating bread"), Paige sees Emmett as a far cry from the cliche screen queen who flames to keep the pain away. "He hates himself less than anybody in the piece," Paige asserts. "Somewhere along the way he just got it that he's OK, and if you don't like it, fuck off. I think that's revolutionary."

Of course, being revolutionary isn't always easy. Though the show's creators insist that the actors they cast were their number 1 choices, tracking them down proved harder than they expected. "Hundreds of actors would not even audition, and there were major agents who wouldn't send their clients to audition," says co-executive producer Cowen. "That was surprising."

Those who were cast admit that there was more deliberation involved in saying yes to Queer as Folk than your average job. In addition to the provocative subject matter, there was the Toronto location to consider as well as the fact that the actors were expected to sign on for five years. "When the screen-test offer came in, my manager basically said, `I don't think you should do it,'" recalls Paige. "It was the sexual content, more than the gay content, he was really worried about. But I just finally said, `I'd rather be a part of something risky than something beige.'"

Then, once the actors were cast, there was the matter of keeping them costumed. According to the producers, several presumably gay-friendly designers have refused to allow their duds to be featured on the show. "I find it disturbing that the Versace company says you can't show Versace," scoffs Cowen. "I mean, he was gay. Perry Ellis's company said no, and Perry Ellis died of AIDS. Abercrombie & Fitch, whose ads are so homoerotic, won't allow their clothes [to be shown]. That's extremely offensive, because they obviously want gay people's money but they also don't want to be associated with gay people, and gay people should know that."

"We must qualify this by saying that we really don't know if some of these places have a blanket policy to not place their products no matter what the material is," adds Lipman. "But there were certain letters. We had a scene where a character was just eating a brand of cereal--"

"Cocoa Puffs," interjects Cowen. "Let's say it."

"He wasn't doing anything sexual with the cereal," continues Lipman. "He was just eating it. So when you get feedback saying, `We do not want the characters using our product,' obviously they're saying, `We don't want gay people eating our cereal.' That's very disturbing to me."

The producers are curious to see if things will change once the show starts airing and people discover that Queer as Folk is not all boys, all nude, all the time. The program also deals with less eyebrow-raising facets of day-to-day gay life, such as being out at work, growing older, and taking care of the people you love. "Because all of the characters are gay, any story that you tell has a twist to it, even going to the grocery store," says Lipman. "In one episode our lesbian couple's baby gets sick, and the woman who is not the birth mother is not allowed in the emergency room. Until that point they were just happy parents like anyone else."

For Thea Gill and Michelle Clunie, the actresses who play the lesbian couple, dramatizing the frustrations, expected and unexpected, that come with starting a family made for a refreshing challenge. "It seems like any time I see lesbians portrayed in film, they have to be carrying guns and doing something dangerous," says Clunie, who plays no-nonsense attorney Melanie. "We're just two women trying to cope with life." But that doesn't mean they don't get frisky. "They are in sexual situations," vows Cowen. "They make love; we see that."

That's good news to Gill, who plays Melanie's lover, Lindsay, a college art teacher who was artificially inseminated with her friend Brian's sperm. "It's been pretty subtle for us so far, so Michelle and I are like, `OK, we're ready for our big sex scene now!'"

They'll surely get their chance--just not today. At the moment, Sparks and Paige are getting set to shoot a scene where a hilariously frazzled Michael packs to go away for a romantic weekend with Dr. Dave. Meanwhile, Harold is taking a break in the lunchroom. In a few minutes he'll join Harrison in a screening room where they'll view, for the first time, the just-edited, "damn the age of consent" sex scenes they shot for the pilot episode a few months ago. He's both anxious and excited. "One day, Randy and I were sitting there between takes," recalls Harold, who declines to discuss his offscreen love life. "I looked over and Randy had this strange look on face, and I said, `What's wrong?' He said, `You just look so old, and I look so young. I can't imagine how people are going to respond.' I think the ramifications of what we were doing hit him pretty hard at the moment. After that, I got such a rush thinking about the 17-year-olds that are going to be watching. They're going to say, `That's me, right there!' That, to me, is freedom: being able to say, `This is my life,' and it's about fucking time somebody showed it the way that it is."

That warts-and-all sense of realism, more than the show's much-heralded naughty bits, is what the creators believe audiences will ultimately remember. "The cast screened some of the pilot last week," reports co-executive producer Lipman, "and one of them called me and said, `You hear about all of the graphic sexual scenes, but in the end, it's the characters you come away with. That's all you care about.' I'll be happy if we achieve that, because that's what any good show does."

Asked what the series is ultimately about, the folks behind Folk give wildly different but nicely complementary answers. "For us," says Lipman, "with all due respect for our lesbian characters, the show is about boys becoming men and assuming responsibility." Adds Cowen: "Because such a premium is placed on youth in gay culture and you don't always have role models, gay men are often stuck in perpetual boyhood."

"To me, Queer as Folk means `queer as regular people,'" says Sparks. "The characters on this show want the same things as everybody else. They live with the same kind of challenges, just in a different shade."

Inspired, perhaps, by his straight-talking adman alter ego, Brian, Harold delivers an answer worthy of a Showtime No Limits billboard. "It's about freedom, enlightenment, love, humor," he says, flashing the kind of smile that makes it easy to see how Brian gets all that action. "You know, all the things that make life worth living."

RELATED ARTICLE: MEET THE FOLKS

A freshman yearbook for the Queer class of 2000

Hal Sparks

FOLK ROLE: Michael, the sweet-natured, comic book-obsessed assistant manager at a Big Q Mart

U.K. EQUIVALENT: Vince

ON THE QUEER AS FOLK EXPERIENCE: "I think the producers brought me in on a lark, thinking it might be fun to meet the Talk Soup guy, and then in the middle of the audition I could see them looking at each other, going, `Did you know he could act?' I do feel like I'm putting myself out on a limb, because America isn't ready for this show. If they were, there would be no point in doing it, to some degree."

Gale Harold

FOLK ROLE: Brian, the sexually insatiable, brutally frank advertising executive

U.K. EQUIVALENT: Stuart

ON THE QUEER AS FOLK EXPERIENCE: "I was at a club here in Toronto, and these straight high school girls who were fans of the British version came up to me and they said, `You're playing Stuart's character? Oh, my God!' They were absolutely obsessed. I think that's a good sign."

Randy Harrison

FOLK ROLE: Justin, the so-cute-it-hurts 17-year-old aspiring artist

U.K. EQUIVALENT: Nathan

ON THE QUEER AS FOLK EXPERIENCE: "I was nervous before I came here, because I had never worked on-camera before. So I read all these books about film, and I made marks on my hotel room floor and practiced hitting them. It's way easier than you think it would be."

Peter Paige

FOLK ROLE: Emmett, Michael's roommate, an out, loud, and proud boutique manager

U.K. EQUIVALENT: Alexander

ON THE QUEER AS FOLK EXPERIENCE: "We have a scene at a foam party coming up, and Emmett's wearing a very nice Diesel bathing suit. I wanted water wings, but I had to settle for rubber boots. I've actually been to a foam party once, but it wasn't very good because there wasn't enough foam. It was just bad planning."

Scott Lowell

FOLK ROLE: Ted, the loyal, unassuming 30-something accountant with a taste for porn

U.K. EQUIVALENT: Phil

ON THE QUEER AS FOLK EXPERIENCE: "My parents who raised me are fine with the show. My birth parents, who I've just recently met and who are Pentecostal, are not so fine with it. My birth mother said, `Well, it's not really something we can put on the church bulletin board, is it?'"

Chris Potter

FOLK ROLE: Dr. Dave Cameron, Michael's hunky relationship-minded chiropractor

U.K. EQUIVALENT: Cameron

ON THE QUEER AS FOLK EXPERIENCE: "This a lot meatier and more challenging than the past work that I've done--action television series like Silk Stalkings and Kung Fu: The Legend Continues. My wife said I went from kicking ass to licking ass."

Thea Gill

FOLK ROLE: Lindsay, the warm, nurturing university art teacher who's having a child with her lover, Melanie

U.K. EQUIVALENT: Romy

ON THE QUEER AS FOLK EXPERIENCE: "I have a pretty supportive circle of friends, but there were a couple of people who kind of snickered when I told them about the show. Until then, I hadn't had direct experience with people who are possibly homophobic and narrow-minded. It was really a jolt."

Michelle Clunie

FOLK ROLE: Melanie, Lindsay's tough-talking lawyer lover who has always detested Brian, the biological father of their baby

U.K. EQUIVALENT: Lisa

ON THE QUEER AS FOLK EXPERIENCE: "During the bris scene, the baby crapped all over my arm, and I hadn't signed on for that. That's why you have to really go through your contract with a fine-tooth comb."

--D.H.

Find more on Queer as Folk and links to related Internet sites at www.advocate.com

Hensley, author of Misadventures in the (213), also writes for TV Guide.