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MAGGIE THATCHER, Great Britain's prime minister, was not the first woman to take the reins of modern parliament. Christine Keeler managed to topple one from the bedroom.

Keeler was the party girl (and sometimes call girl) who proved that politics makes strange bedfellows. And bedfellows make strange politics.

In the early '60s, the naughty 19-year-old managed to make love to both a reputed Russian spy and England's war minister, John Profumo. Not the kind of cultural exchange Brits fancy.

Quicker than you can shake a sheet, the Profumo affair caused the suicide of a celebrity osteopath and collapsed the entire Conservative government. It has taken a quarter-century for a film to be made on the carnal controversy.

The new and acclaimed movie "Scandal" has already triggered sex squabbles in this country. An unrestrained orgy scene first drew an X rating from the Motion Picture Association of America. With a little snipping, we now see an R version of bareback frolics.

Directing an orgy, quivering masses of tepid flesh, is less thrilling than you think, says "Scandal" director Michael Caton-Jones.

"It's most bizarre. You're standing there with 14 naked people, and you simply treat them clinically -- 'you move there, you do this, you do that,' " he recalls with a chuckle. "And you quickly forget they're all naked.

"They were shivering most of the time. I haven't personally been at an orgy. I imagine that it's not as erotic as one could fantasize about. Someone would always be left out."

There's a memorable scene of Bridget Fonda (Peter's daughter) as Mandy Rice-Davies accommodating a guest with a sign "please beat me if I fail to satisfy." Throughout the movie, Britt Ekland -- taut beyond her 46 years -- wears only glitter, a whip and a smile. Fonda and Joanne Whalley-Kilmer team up for a heavy-breathing performance.

Yet those looking for airbrushed perfect bodies will be disappointed. The doughy lords and ladies who drop their knickers are as prone to cellulite as any commoner.

"I imagine that the people who went to the orgies were not prime specimens of manhood or womanhood. It was fat, balding old men. That doesn't lend itself to great eroticism," says Caton-Jones, a Scotsman, whose trilled "r's" roll like the hills of the Hebrides during an interview from London.

The director found the X rating "astonishingly absurd. Because when you see this film, you realize that it's not a salacious. We didn't invent this, this is what they did. It had to be done. It's a two-minute scene in a two-hour movie.

"There is the weak spot in America which is a kind of puritanism, that is not the same here. It surprised me, because I had pressure about this film in this country. I never imagined it in America, where one perceived it to be a freer society."

Christine Keeler lived chastely with osteopath Dr. Stephen Ward, back-cracker to celebs such as Elizabeth Taylor, Ava Gardner, Sir Winston Churchill and J. Paul Getty. Son of a clergyman, Ward liked to drill Christine on the drippy details of her sexcapades, including the various measurements of her dates. Director Caton-Jones speculates that Ward was a voyeur. A tin soldier, as they euphemize in England.

"Sleeping with someone wasn't Ward's greatest kick. Actually I think he was pretty randy, but Christine was beauty incarnate to him and in a strange way I think he may have felt he wasn't good enough. It wasn't carnal love, which to me makes it more interesting. He appreciated beauty."

To work out the details of the film he met with the real Christine, who today is a ruined beauty living on welfare. She's a lady who's done some hard research. If the affair happened today, Miss Keeler would, he says, "have a manager and a recording contract."

What hasn't changed is that, "people still look for a scapegoat." Christine Keeler went to jail, and Dr. Stephen Ward swallowed a lethal does of sleeping pills.

"Like Oscar Wilde, Stephen was made to suffer for his sexual attitudes. We're getting back to that now, which is the frightening thing. Stephen Ward was totally tolerant of other people's peccadilloes, which is not fashionable now; it's almost gone full circle. We're in an intolerant age."

It's unfortunate we don't apply morality in political acts, as we do in bedding.

"A sin does not make a crime," Caton-Jones says. "The way he was treated was out of proportion to what he had done. Anyone can make mistakes."

John Hurt, as Dr. Ward, cries out "It's not fair!" Ward's actual suicide note read: "It's really more than I can stand -- the horror day after day at the court and in the streets. . . . I've given up all hope. . . . I'd rather get myself than let them get me." The voyeur refused to be the object of prying eyes.

Christine and Stephen were actually "guilty of being outside their class. And not realizing what was fun to them was actually playing with fire," Caton-Jones says.

Classism, racism, sexism and are some of the subthemes of the movie.

"I love Americans. They are so innocent. They really say what they mean." This comment, made by an Englishman, refers to the ironic tone of British conversation, which implies that they don't say what they mean. The meaning is obscure from the statement, and the entire thesaurus must be searched to find it. Such are the problems of a highly developed society. And the British, no matter how condescendingly they treat us, are their own victims. It seem that their conversational habits are but a metaphor for the entire society. Illusion and allusion are everywhere, but never so poignant as in parliament where the politicians wear white wigs and black soles. Such is the backdrop for the Keeler incident.

Actors in the movie were pressured to drop the project.

"But I'm a working-class guy. I don't move in those circles," adds the director, a frequent traveler to Toronto, where his parents now live.

"Everybody was working-class in Scotland. I couldn't be arty-farty at film school because I had a family (wife and daughter) and I had to get on quickly to take care of them." Caton-Jones was just 5 years old when the Profumo affair broke. As a boy, he delivered movie posters to stores for a free ticket to the movies.

A fan of Hollywood movie classics, Caton-Jones admires the films of Frank Capra, Howard Hawks, John Ford and George Stevens. "Populism and humanism is what it's all about."

Just 31, this director's youth worked in his favor for "Scandal."

"To be honest, I couldn't give a damn about the '60s. I didn't have the hang-ups of Oxford and Cambridge. It could have been made by an Oxford graduate. It could have been another 'Brideshead Revisited' number. Instead it was written by an Australian, directed by a Scotsman, executive produced by some Americans."

Those Americans include Harvey Weinstein, one of the founders of the Buffalo promotion company Harvey & Corky. The director is pleased with Weinstein's work -- "an excellent job. It could have been perceived as a skin flick. It's almost an opera, taking something that was perceived in a sort of mythical way -- the downfall of a government and the tragedy of an individual -- turning it into something that could be understood by any man in the street."

"I'm sorry," Dr. Ward wrote, "to disappoint the vultures." Therein lies the real scandal.

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