LOYALTY TO THE 'EMPIRE' PAUL NEWMAN KNEW THE RIGHT ACTOR TO PLAY MAX WHEN BRINGING RICHARD RUSSO'S ACCLAIMED NOVEL TO THE SCREEN.

Byline: David Kronke Television Writer

On the day that Richard Russo won the Pulitzer Prize for his novel ``Empire Falls,'' his affectionate look at life in a small, dying New England mill town, he was out playing tennis.

``I had written it off completely,'' Russo recalls. ``I wasn't going to sit at home and be dumb and arrogant enough to wait for a phone call. ... When I pulled in at home, my wife, Barbara, was eerily waiting for me with tears in her eyes. I thought, 'Something horrible has happened, or I won the Pulitzer.' ''

And anyway, Russo had already received ample reward for his book before it had even been released: a phone call from Paul Newman declaring, ``Wonderful novel. It really should be a movie. And you know no one would be better as Max.'' The legendary actor was referring to Max Roby, the irascibly irresponsible patriarch of a family as broken down as he and his hometown are.

Newman had worked with Russo twice before, on the film adaptation of the author's novel ``Nobody's Fool'' and the film ``Twilight,'' which Russo scripted.

Still, Russo says, ``It was a wonderful surprise to hear his gruff voice on the phone. I don't know how he got a copy of the galleys. I did not presume to send it to him.''

Newman, of course, proved to be a good guy to have on Russo's side. In addition to giving an acerbic, unsentimental turn as Max, Newman also serves as executive producer on ``Empire Falls,'' HBO's miniseries boasting a dream cast: Newman's wife, Joanne Woodward, Ed Harris, Helen Hunt, Dennis Farina, Robin Wright Penn, Philip Seymour Hoffman and Aidan Quinn. It was Newman who convinced HBO that Russo's book deserved to be a miniseries.

``It's rich in detail and marvelous in its humanity,'' Newman says. ``A truncated version wouldn't do justice to the material. ... It was so rich and penetrating and human that it seemed designed for the screen. There was also a nice part for myself in it.''

``Empire Falls'' stars Harris as Miles Roby, a 40-something fellow for whom life didn't turn out remotely as he expected. He dropped out of college to take care of his mother while she was dying of cancer and has spent the past two decades tending a diner.

Somewhat reluctantly, Miles has become the glue that holds what remains of his hometown together. In addition to coping with his ne'er-do- well father Max's scams, he also guides his teen daughter Tick (Danielle Panabaker) through her difficult high school years while genially suffering the slings and arrows of his ex-wife (Hunt), who is engaged to ``The Grey Fox'' (Farina), who snows everyone with his sly bravado.

He's also the town's diplomatic conduit to the moneyed and manipulative Francine Whiting (Woodward), who rules the town with a velvet gauntlet.

``I looked at the cast list and asked myself, 'What am I doing here?' '' says Farina.

Hunt adds, ``Every actor involved was more interesting than the next.''

Russo concedes that the high-powered cast - many of whom play supporting characters - would have been justified in requesting that the script beef up their roles.

``The thing in the back of my mind that struck me as a possibility was that these actors would appreciate more lines than they were getting, and HBO would call and say, 'We need two more scenes for these actors,' '' he says. ``Those calls never came. It's testimony, I think, to these actors that they saw this as an ensemble cast. ... There was not a prima donna among them.''

Despite assembling such a crackerjack cast and getting Russo to adapt his own book, Newman downplays his role as producer. ``What does it take to be a good producer?'' he asks rhetorically before answering, ``I don't know. I just keep my mouth shut. ... I was an absentee landlord.''

Farina, however, credits Newman with the film's giving Russo's novel its due. ``We all felt the same way, universally, about the book, that we didn't want the film to fall too far afield from it. He was there to protect that. We were very interested in the material. It was a lot easier to go to work and not have to fix the script while doing it. It was one of those times when everything fell into place.''

Well, almost - Farina admits to being less than thrilled with getting the film's one sex scene, a tanning-booth frolic with Hunt that wasn't originally in the book.

``That's not really my forte,'' Farina says modestly. ``I was talking to (director) Fred Schepisi: 'Do I really have to do this? Can we just say we did it?' I'm a little uncomfortable doing those, even though Helen was great. If I never did another one, I'd be happy.''

Russo notes that his book explains how the Grey Fox satisfied Hunt's character through dialogue, but ``Fred pointed out something that I really knew already but needed to be reminded. And that is, when characters talk about something but you don't show it, it doesn't really happen. So we had to do something. And that way, everybody saw what they really needed to know.''

Russo admits that fans of the book might raise an eyebrow at the casting of Harris as Miles, a good-natured but shambling sort of guy.

``My first reaction was, no one's going to call him 'Big Boy,' which everyone in the book did. Ed is as lean and trim as can be,'' he says. ``But the moment I knew he was going to be fine was the first scene between him and Tick.

``There was the same thing in 'Nobody's Fool,' '' he says. ``If you go by the physical description, the lead character was Roy Scheider. But Paul took no time to master the inner man. Ed did the same thing here - he got all the right interior stuff.''

As for Newman, who has been quoted as being on the brink of retirement, well, he backs off that statement. A smidgen.

``I'm prepared to go out almost immediately,'' he says, ``but the one slogan I have is, 'It's useless to put on your brakes when you're upside down. I don't know what's happening, and I don't plan ahead. Something may come up, and it may not, so I'm loose.''

David Kronke,[phone]

david.kronke(at)dailynews.com

CAPTION(S):

4 photos

Photo:

(1 -- cover - color) ON THE COVER: Ed Harris, left, as Miles and Newman as Max

(2 -- 3) Paul Newman, left, had wanted to play Max Roby in ``Empire Falls'' ever since he read the galley copies of the novel that would go on to win Richard Russo, below, a Pulitzer Prize.

(4) Helen Hunt and Ed Harris play a divorced couple in the HBO miniseries, which focuses on the residents of a small mill town in decline.