TINSELTOWN SPYWITNESS.

Byline: Joel Stratte-McClure and Elizabeth Snead

A REAL DISH: FHM magazine just ranked Rachael Leigh Cook at No. 85 on its list of the Sexiest Women in the World.

But the petite, big-eyed, brunet actress, often referred to as the new Winona Ryder, sounded circumspect about the dubious honor at Tuesday night's ``Stateside'' premiere in Westwood.

``I won't let it go to my head until I'm ranked 83rd,'' joked the film's star, who was dressed in a short 'n' sexy white Giorgio Armani dress with a red sash. ``But I want to take this opportunity to thank my parents for my genes and my healthy Minnesota upbringing.''

``Stateside'' is a quirky love story involving Cook as a not-so-healthy schizophrenic actress/pop singer in a halfway house during the '80s who falls for a young man (Jonathan Tucker) with his own problems. The film - which also stars Carrie Fisher, Val Kilmer, Joe Mantegna, Diane Venora and Ed Begley Jr. - is based on an anonymous young woman's story. We asked Cook what drew her to the film, which is directed by Reverge Anselmo.

``The true story, the mixed cast and the odd characters we each play made 'Stateside' a unique project from me,'' said Cook, who will soon appear in ``11:14'' with Hilary Swank. And the message - that falling in love with the right person will make two people stronger - also seems to have struck a chord with Cook. She and her fiance, Daniel Gillies, plan to marry this summer. Coincidentally, one of Cook's upcoming films is entitled ``My First Wedding.''

Talk about getting into character.

STAR POWER CLOUTS MS: Reigning Teen Queen Lindsay Lohan scurried out of the 11th Annual ``Race to Erase MS'' GlamRock benefit last weekend before she even got a chance to bid on a $100,000 Maserati Spyder. Maybe she has enough sports cars? Maybe it was past her bedtime? Or was her own party just getting started?

Wearing a sheer white mini-dress, Lohan slipped out of the fund-raiser organized by Nancy Davis and Tommy Hilfiger while Cyndi Lauper was belting out ``Girls Just Wanna Have Fun.''

After signing a few autographs for fans, she and her gaggle of giggling gal pals piled into a shiny silver Rolls Royce with one very lucky guy. Thora Birch, the thinking man's teenage thespian dream, and her manager mom bailed shortly after Lohan. But not before watching Lauper dance barefoot in the aisles and glare in Steven Cojocaro's direction. He's the ex-People fashion critic turned suck-up celeb TV interviewer.

Lauper exclaimed, ``I know you! You used to criticize us but now you want to BE like us!'' Hey, if the shoe fits ...

David Lee Roth and Natalie Cole also performed. Dennis Rodman, ``Apprentice'' Kwame Jackson, Harry Hamlin and Nicole Richie got the most applause as models in the fashion show by Hilfiger, whose sister has multiple sclerosis.

Carmen Electra, Dave Navarro, Lara Flynn Boyle, Paula Abdul, Tori Spelling, Angelica Huston, Ray Romano and David Hasselhoff were among those watching the fervent bidding during the live auction. Shannon Elizabeth, Tom Arnold, Tony Danza and Bill Maher even auctioned an eight-week old English bulldog. ``Come on you cheap rich bastards,'' said Maher in a successful effort to up the ante. ``It's for charity!'' The cuddly beast finally went for $15,000 to Montel Williams, who himself suffers from MS.

Teri Garr, who also has MS, spoke about her struggle. ``I kept my MS quiet for a while because I didn't want any pity. But now I'm talking to put a face on it and raise money to kill this scum-sucking pig of a disease.''

Nancy Davis, daughter of Hollywood mogul Marvin Davis, founded the Nancy Davis Foundation for Multiple Sclerosis (www.erasems.org) when she was diagnosed with the disease in 1991.

``I spend every day personally fighting my own MS and raising money to fund MS research,'' said Davis, who not only defied the odds just by walking on stage but also announced she`s pregnant with twins. ``This is a successful evening, but we won't be truly victorious until we find a cure.''

CAPTION(S):

3 photos

Photo:

(1) COOK: Sexy - officially.

Jeff Vespa/WireImage.com

(2) LOHAN: Cutting a mean figure.

(3) RICHIE, DAVIS: One is expecting.

Michael Caulfield/WireImage.com