WHAT'S HAPPENING : FAMILY.

Set 'em up, Joe: Frank Sinatra has a small part in the third annual Best of L.A. Festival this weekend at Santa Monica Civic Auditorium - in the guise of performer and impersonator Michael B. Levin, who presents a special tribute to the Chairman of the Board at 6:30 tonight on the main stage.

The three-day festival also provides the opportunity to sample unique foods and premium wines. Chefs from 20 different restaurants will prepare such specialties as tuna tataki from Wolfgang Puck and salmon lasagna from Coco Pazzo. A variety of bottlings from California wineries will be available to accompany the food.

Festivalgoers can digest while listening to an array of live, continuous musical entertainment, including Lisa Haley & the Zydecats, a special preview by Los Angeles Opera, Polyester Players, Hollywood Swingers and Groove Daddies.

Festival hours are 5 to 11 p.m. Friday, noon to 11 p.m. Saturday and 11 a.m. to 9 p.m. Sunday. The Santa Monica Civic is at 1855 Main St., corner of Pico Boulevard.

Admission is $10 for adults, $5 for seniors and $2 for children under 12. A portion of the proceeds from the festival will benefit Public Education Programs, an organization dedicated to providing healthy and stimulating programs for Los Angeles public schools.

For schedules and more information, call [phone] or go to www.lamag.com on the Web.

- Shawn Wylie

art

Sargent's order: Cool, regal and dressed to the nines, the figures in John Singer Sargent's paintings appear to have strolled out of a Henry James novel (or a Merchant-Ivory film). That's no coincidence: Just as James helped redefine the modern novel, so did his friend and fellow expatriate Sargent reshape the art of portraiture with his creamy, glamorous renderings of eminent Edwardians.

Now, thanks to a sharp curatorial eye and the largess of a Houston couple and a foundation, the Huntington Library, Art Collections and Botanical Gardens has acquired, not one, but two Sargents. ``Portrait of Pauline Astor'' (circa 1898) depicts the eldest daughter of financial giant William Waldorf Astor. Dressed in virginal white, this beautiful young woman (then still in her teens) is pointedly offset by an autumnal garden that suggests the grown-up responsibilities already upon her. The other portrait, ``Mrs. William Playfair,'' dates from 1887 and is notable for the sitter's sumptuous attire and relaxed (though decidedly well-bred) manner.

So, check out the new arrivals, then compare them with ``Blue Boy'' and the Huntington's other golden oldies. The museum, at 1151 Oxford Road in San Marino, is open 10:30 a.m. to 4:30 p.m. Tuesday through Sunday. For information, call [phone].

- Reed Johnson

film

`Z' movie to see: ``The Mask of Zorro'' reaffirms faith that big-ticket movie entertainment actually can be entertaining. Rich with sweeping thrills and self-joshing fun, gorgeous to look at and crafted with consummate care, it possesses a truly infectious joy that louder, cruder, more muscle-bound blockbusters just can't beat us into experiencing.

Set in Old California in the first half of the 19th century, ``Zorro'' has enough swordplay and outlandish acrobatics to mark it as a true swashbuckler. Its secret weapon, though, is barrels of charm. Anthony Hopkins clearly is enjoying himself as Don Diego de la Vega, the aging masked avenger, who has to train an out-of-control young bandito (Antonio Banderas, radiating charisma) to take up the cause of the Z.

Their relationship is highly amusing, as is much of the clownish action. But there's a solid story here, too, about the struggle against tyranny and the pain of losing loved ones. ``Mask of Zorro'' is that rarest of summer pleasures: a great romp with both heart and brains.

- Bob Strauss

music

Jazz vocal legend: Consummate jazz diva Annie Ross is known to many pop fans because none other than Joni Mitchell covered Ross' ``Twisted'' on ``Court and Spark'' in 1974.

The British-born Ross, who enjoys a parallel career as an actress, also will be remembered for being part of the premiere jazz vocal trio Lambert, Hendricks and Ross.

Ross played Judy Garland's kid sister in the 1943 film classic ``Presenting Lily Mars.'' During the '50s, she had hits with ``Farmer's Market,'' ``Jackie'' and ``Twisted.''

Ross, who also had an acting and singing part in Robert Altman's ``Short Cuts,'' joins blues singer Joe Williams at the John Anson Ford Amphitheatre on Sunday in a concert to benefit Culver City's Jazz Bakery.

Williams, who follows in the tradition of Jimmy Rushing, is considered the last of the great big-band singers. His theme song is ``Everyday I Have the Blues,'' which he recorded with Count Basie in the '50s.

The Anson Ford is at 2580 Cahuenga Blvd. E., Los Angeles. Show time is 8:30 p.m., and tickets are $20 and $25. Information: [phone].

- Fred Shuster

CAPTION(S):

4 Photos

Photo: (1) ``Portrait of Pauline Astor'' is one of two John Singer Sargent paintings on display at the Huntington Library in San Marino.

(2) Jazz singer Annie Ross performs Sunday at the John Anson Ford Amphitheatre in a benefit for Culver City's Jazz Bakery.

(3) Frank Sinatra impersonator Michael B. Levin does the swingin' thing 6:30 tonight at the Best of L.A. Festival in Santa Monica.

(4) Catherine Zeta-Jones shows her sword-fighting skill as Elena Montero in ``The Mask of Zorro.''