TINSELTOWN SPYWITNESS.

Byline: Elizabeth Snead and Jennifer Sklar

WARHOL RIDES AGAIN: If Andy Warhol hated to miss a great party, as his pal Dennis Hopper claimed, he sure would have loved a shindig not only thrown for him, but named after him, too.

The opening-night gala of MOCA's Andy Warhol Retrospective, which is making its only U.S. appearance at the downtown museum until August, celebrated one of the largest collections of the pop-art guru's famous and not-so-famous works, and honored Hopper as well, who came with his wife, Victoria Duffy.

Portia de Rossi, James Coburn and his wife, Paula Murad, Marisa Tomei and Courteney Cox Arquette were among the faces anxious to see the exhibit and to hear what Hopper had to say about his longtime friend, who died in 1987.

Charlize Theron stood out in the crowd, wearing a fringed top and jeans in a room full of little black dresses and pearls. She stuck close to boyfriend Stuart Townsend and drank a cup of Campbell's soup (naturally), while Cox Arquette sat with her hubby, David Arquette, and Lisa Kudrow. The ``Friends'' girls greeted Paul Reubens, aka Pee-Wee Herman, who sat to chat for a bit before tuning in to Hopper.

Hopper threw the after-party for Warhol's first solo exhibition in 1962, so it was fitting that he would shed some light on the Warhol phenomenon, but not before their friend Anjelica Huston talked a little about Hopper himself.

``He embodied all of those terms that are attractive,'' Huston said of her first meeting with the ``Easy Rider'' star. ``The cowboy, the rebel, the hippie and the glamorous movie star. Tonight we welcome Andy Warhol back to Los Angeles, and honor our icon of the West, Dennis Hopper.''

As Hopper took the stage, the museum director handed him a photograph Warhol took of him in the '60s. Hopper, who recently published his own book of photography, snapped a shot of Warhol that made the cover of Art Forum magazine in 1963. He said knowing Warhol was as fascinating as it would seem to be.

``I spent 72 hours with him and all he said was, 'Oh.' But I saw him work, I saw him make films. I saw him do a lot of things. He had as much respect for a soup can as he did for Leonardo da Vinci's 'The Last Supper.' ''

But da Vinci didn't get to hang out with Dennis Hopper.

STICK TO THE FAMILIAR: The last time Canadian cult director David Cronenberg was in Cannes, it was to promote the much-lauded ``Crash,'' a film about folks who have a fetish for car crashes. Now he's got ``Spider,'' adapted from Patrick McGrath's novel, starring Ralph Fiennes as a schizophrenic plagued by memories of his mother's murder.

Although the film is far more cerebral than the director's past work, he says the film is still all about the human body.

``Without the body, there is nothing. Everything conscious comes in through the body. It's the delusion of our consciousness that we have something that is separate from the body.'' Still, there's nothing buggy in ``Spider.''

``There is not Spider-Man. This is Spider.'' In fact there are no insects at all, which was a relief to juror Sharon Stone, who has a terrible spider phobia and asked Cronenberg nervously about the arachnid actors.

``There are no spiders in 'Spider,' '' says Cronenberg. ``There are people who are obsessed with alien life on other planets, but we have the most alien form of life on this planet, probably in this room actually, that they ignore or know nothing about. When you look at an insect, you're seeing a life form that is completely nonhuman and to understand that is to understand what is human and what isn't.''

Hey, did someone say ``Raaaaaaaaid''?

WHERE THE AUCTION IS: The traditional AmFAR fund-raiser during the Cannes film festival took place at its usual spot, le Moulin de Mougins, a garden restaurant on the outskirts of Cannes.

This year's star-studded event raised $720,000 earmarked for AIDS research, thanks to big-hearted celeb guests such as Dame Elizabeth Taylor, Sir Elton John, Bond babe Michelle Yeoh, model/actress Milla Jovovich and others.

If her new producing gig doesn't pan out, hostess Sharon Stone can always fall back on fund-raising. When designer Calvin Klein and Prince Albert of Monaco began their good-natured bidding war for a tennis lesson with Pete Sampras, Stone sat on each one's laps, persuading them to cough up more for charity. She even told the Monaco royal, ``C'mon, you're a f---ing prince!'' It worked. The heir to the throne of the island mini-kingdom got his Sampras private lesson for $100 grand, while Klein settled for Stone's Louis Vuitton vanity case with a Motorola phone and a conversation with Ms. Stone (``Hel-lo, darling!'') for just $70,000.

Later, during the dinner party, Stone, Jovovich and Rebecca Romijn-Stamos sang backup on ``Twist and Shout'' with Elton John and r&b legend Sam Moore, a mini-concert paid for by Harvey Weinstein to the tune of $100,000.

Not everyone who attended the event was a film festival fan. ``I loathe Cannes,'' said Elton John, who hasn't seen a single film during the past week. ``I hate the Croisette and all the crowds. I wouldn't be on the jury if they asked me to be.'' Not to worry, Elton. We don't think they're gonna be asking rock stars to judge films any time soon.

CAPTION(S):

3 photos

Photo:

(1) MURAD, COBURN: Styling and smiling.

(2) HOPPER, DUFFY: Art at work.

Krista Niles/Associated Press

(3) CRONENBERG: No web shooters.

Michel Euler/Associated Press