TINSELTOWN SPYWITNESS.

Byline: Story by Jenny Peters

HEY, JUDE: It was all about kids and clothes on Tuesday night at the second annual St. Jude Children's Research Hospital Runway for Life gala and fashion show held at the Beverly Hilton Hotel.

Hosted by Marlo Thomas, husband Phil Donahue, siblings Tony and Terre Thomas, and fashion guru Robert Ellis, the star-studded evening began with cocktails and an extensive silent auction and a boisterous red carpet scene, one teeming with many of the most beautiful women in the world.

Jennifer Aniston wore a black off-the-shoulder sheath, while another Jen, Jennifer Love Hewitt, looked absolutely stunning in a swingy black cocktail dress, sporting a short-cropped bob right in keeping with the evening's celebration of the DVD release of the '20s-themed movie ``Chicago.''

Cindy Crawford went for black, too, in slim slacks and cropped leather jacket, while Gabrielle Union and Rachel Hunter both opted for very short, very blue mini-dresses. All did a quick change and joined many others on stage for an eye-popping fashion show created by Ellis, which followed a raucous live auction in which a trip to Michael Jackson's Neverland Ranch went for $20,000 and a tiny Yorkie puppy earned $10,000 for the cause.

Mixed in among the models and dancers gyrating to the tunes from ``Chicago'' on the runway were Calista Flockhart, Ray Romano, Natasha Henstridge, Allison Janney, Jane Kaczmarek, Cybill Shepherd, Tyson Beckford, Debbie Reynolds, Carrie Fisher and John Ritter; all looked fantastic in designs by Lourdes Chavez, Kevan Hall, Hugo Boss and others.

The tremendous turnout of celebs and others with deep pockets reflected the dedication that people seem to feel toward the Memphis, Tenn., hospital, which was founded by Danny Thomas in 1962, and where, as Marlo Thomas explained so proudly, ``We tackle what's new, what's never been tried before. That's what research means. What's never been imagined before. Our mission at St. Jude's is simply finding cures and saving children.''

As the huge crowd headed home with goodie bags and gigantic red rose centerpieces in hand, all seemed to agree that this night was one that helped a truly worthy cause. The event raised $2 million.

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Photo:

(1 -- 3 -- color) Performers at the Beverly Hilton on Tuesday re-created a scene from ``Chicago,'' right, for a charity fund-raiser and fashion show that coincided with the movie's DVD release. Strutting their stuff were Cindy Crawford, bottom, and Calista Flockhart and John Ritter, below.

(4 -- 7 -- color) At the St. Jude benefit, Tyson Banks, top, shows who's boss in Hugo Boss; a model attracts a crowd, above center; Cybill Shepherd lights up the red carpet, above; and a Robert Ellis dress makes an impression on the runway, left.

Gus Ruelas/Staff Photographer