KEEPING UP WITH 'THE RUNDOWN' LOTS OF FIGHTING, FALLING FOR THE ROCK, SEANN WILLIAM SCOTT - AND THEIR STUNTMEN.

Byline: Glenn Whipp Film Writer

Peter Berg - you might know him from his role as cocky Dr. Billy Kronk on ``Chicago Hope'' way back when - had been handed his second feature directing assignment, a generic action buddy comedy titled ``Helldorado.'' Berg had a lot riding on this one: his first movie, the bilious ``Very Bad Things,'' had lived up to its name both in execution and box office. So he needed to show he had the right stuff if he wanted to continue directing films.

Don't think Berg wasn't aware of this. One thought kept rattling around in his head: How am I going to make this movie, this ``Helldorado,'' just a little bit different from the thousands of action films that preceded it to the theaters. Looking for inspiration, Berg bought a DVD titled ``The Fifty Best Fights Ever Filmed.'' It left him even more depressed.

``I just thought, 'Good God, it's all been done - and it's all been done so well, probably with more money than I'm going to have,'' Berg says. ``What am I going to do?''

But somewhere around Fight No. 29, Berg watched a melee that would become the basis for the tone of his movie, which has been renamed ``The Rundown,'' and arrives in theaters Friday with some pretty decent buzz. The fight came from a little-seen John Carpenter 1988 alien-conspiracy spoof called ``They Live,'' which featured an insanely long, bare-knuckle brawl between Keith David and wrestler Rowdy Roddy Piper. It wasn't pretty, and it had nothing to do with the Hong Kong martial arts aesthetic that dominates action movies these days.

That's why Berg liked it.

``It just hurt watching it,'' Berg says. ``It was a completely different style from all these sexy and sleek movies. And thinking about it, I couldn't remember the last time in a movie fight where I felt the pain, where if you got hit in the face, it hurt. So that's where I found my breathing room: Let's give people old-school guys slugging it out with big punches.''

It's not a radical reinvention of the genre. As Berg admits, ``The Rundown'' is limited in its aspirations. But the sum of its parts - the cheeky chemistry between the Rock and Seann William Scott, the demented supporting turn from Christopher Walken as the villain, the wall-to-wall head-pounding - make Berg feel like he accomplished something.

And that's not bad for a movie that Scott admits, ``We just basically made up as we went along.''

The one scene that was not made up on the fly is also the movie's best, a scene that should make some ``best of'' DVD compilation someday. First, the film's premise (not that you don't already know it in your bones): The Rock plays a bounty hunter who goes to the jungles of Brazil to find the snotty son (Scott) of some goombah to whom he owes money. Once entangled, the two men do the non-buddy buddy thing while becoming embroiled in a ``Raiders of the Lost Ark''-style treasure hunt and the slave-labor exploitation of the locals.

``The Rundown'' may ultimately be remembered as the Rock's action coming-out party (would-be governor Arnold Schwarzenegger has a brief, torch-passing cameo, telling the Rock to ``have fun''), but in the short term, what people will be talking about is the scene where the jeep carrying the stars takes a left turn off a steep cliff and you spend the next few minutes watching the two men tumble down a mountain in a way that has never been done before. (OK, maybe once: In ``The Simpsons'' second-season episode, ``Bart the Devil,'' in which Homer falls down a gorge he was accidentally attempting to jump on Bart's skateboard.)

``The big inspiration was the old 'Wide World of Sports' - 'and the agony of defeat' - and wondering what would have happened if that poor bastard on the ski slope had had a few more stages to go,'' Berg says. ``The goal was to put the biggest fall down a hill in a movie that people have ever seen. Then it became a question of finding the stuntmen.''

And the hills. Berg and location scouts spent a week finding places in Oahu where they could film the stages of the fall. Then they had to figure out how to lug the equipment up to the locations. Once they had the logistics, they had to deal with Scott's stuntman, who, for obvious reasons, balked at falling down a mountain in handcuffs.

``These guys are tough, but there are things that common sense says, 'You can't do it,' '' Berg says. ``Fortunately we found a guy who has a reputation for just doing anything. If you tell him, 'I need you to run into that wall as hard as you can,' he'll do it. He has the ability to turn off the part of his brain that tells him, 'Don't do that, you idiot.' ''

Maybe he should have. The stuntman landed on his head and finished the fall unconscious. He was convincing, however.

``We thought the guy just really knew how to simulate falling,'' the Rock says.

Of course the stuntman did five more falls after regaining consciousness. And Berg's movie has a feat that will be talked about for years to come.

``If that's a contribution we make, I welcome it,'' Berg says. ``To make any kind of contribution to the genre is a small miracle, I feel.''

Hallelujah. And pass the smelling salts.

Will the Rock roll with Ah-nold?

California gubernatorial candidate Arnold Schwarzenegger picked a nice spot for his first-ever on-screen movie cameo. As election day draws closer (maybe), Schwarzenegger shows up for a brief but memorable cameo in the action movie ``The Rundown,'' passing the torch to muscleman and fellow Republican the Rock, aka Dwayne Johnson, in a scene that has preview audiences howling their approval.

The uncredited appearance happened spontaneously several months ago when Schwarzenegger was having lunch with the Rock on the backlot at Universal Studios. Director Peter Berg politely approached Schwarzenegger, asking if he'd like to be in the movie.

Says the Rock, doing a pretty bad Ah-nold impression: ``He said, `Yeah, I'll do it right now. Let's go.' Within 15 minutes, we were on the set.''

The Rock met Schwarzenegger several years ago at a Republican fund-raiser. While their backgrounds are similar - musclemen who broke into acting through physical feats of strength - and comparisons have been made, the Rock insists Schwarzenegger's cameo doesn't mean that he has been anointed as Hollywood's next action hero.

``Arnold's done it all,'' says the World Wrestling Federation superstar. ``Talk to me in 20 years, and we'll see where I'm at.''

So will The Rock be voting for Schwarzenegger in the recall election?

``I don't know,'' The Rock says evasively. ``We've got to wait and see.''

Even with the cameo?

``Hey, I did buy him lunch.''

- G.W.

CAPTION(S):

4 photos, box

Photo:

(1 -- cover -- color) ACTION to the point of traction

Not even a rock and a hard place can stop the Rock, Sean William Scott in `The Rundown'

(2) The Rock's bounty hunter comes to Brazil to find the somewhat less buff Seann William Scott in ``The Rundown.''

(3) Peter Berg, left, director of ``The Rundown,'' with the Rock

(4) no caption (Dwayne Johnson, the Rock)

Box:

Will the Rock roll with Ah-nold? (see text)