GOOD MORNING: She’s making a list and checking it twice — gonna find out who’s naughty or nice. I’m not talking about (Mrs.) Santa or one of his (her) helpers but — Faye Dunaway, who tells me she’s scrutinized her pact with Bob Guccione for his “Catherine” (the Great) feature. “I will not have any nude scenes. I’ve discussed the exact content of scenes in which I appear — and those in which my double is used,” Dunaway told me. Guccione co-wrote it with Nicolas Roeg and Gerry O’Hara, and the Penthouse founder/publisher, producer of 1979′s “Caligula,” also will direct and produce. He’ll release two rated “Catherine” versions, R and NC-17. And says he may release the NC-17 version first in one or two specific markets –”to create a lot of hype.” “He wants to push that envelope sexually,” Dunaway acknowledged, “but not in my parts of the role.” Dunaway will have a percentage in both versions, she assured me. The complicated negotiations for Dunaway began when I reported here on July 7 that Guccione was paging her. He announced plans for the production May 22 in Cannes … In addition to setting Dunaway to star as Catherine from her late 30s until her death, Guccione says three younger Catherines will be depicted in the $30 million- 35 million pic to shoot in St. Petersburg and Budapest: a 7-year-old Hungarian girl, next a 15 year-old English-speaking teen, then Icelandic beauty and Dunaway lookalike Maria Bellingsen. Bellingsen will be seen and involved in the explicit sexy scenes with the demented Russian Grand Duke Peter whom she marries at the age of 15 … Dunaway says she’s very impressed with the lavish production plans and has viewed storyboards; Oscar winner Gianni Quaranta (“A Room With a View”) is the set designer … Dunaway has two pix awaiting release, “Dunston Checks In” and “Albino Alligator,” and is prepping a Pearl Buck biopic for her own banner. And in July ’96, she returns to the stage at the Roundabout in Terence Rattigan’s “The Deep Blue Sea”… Meanwhile, Guccione’s already busy in Budapest filming the first in a series of erotic Marquis de Sade stories, “Philosophers in the Bedroom,” directed by “Andrew Blake”– who, Guccione says, is really award-winning director Paul Nevitt.

“I’M GONNA CRY WHEN IT ENDS,” Diane Lane said of Francis Coppola’s “Jack,” filming in Marin County. “I look forward to going to work each morning.” Howcum? She plays the mother of Robin Williams, who’s a 10-year-old who is aging unnaturally. The cast includes Bill Cosby as Robin’s private tutor (Socrates, Aristotle, etc.), Fran Drescher as the mother of Jack’s best (10-year-old) friend — Drescher falls in love with Robin, thinking him an adult — also Jennifer Lopez as the kids’ schoolteacher, Brian Kerwin as Williams’ father. Add Irwin Corey to Coppola’s cast and Ladd says, “I’m surrounded by everyone who is a genius.” You can imagine the amount of ad-libbing going on. “We are all taking risks, but,” Lane says, “Hollywood Pictures put their foot down to make sure the approved script is the one we are shooting!” As for Coppola, for whom she’s working a fourth time, “He has never been better — he is beneficent. When he smiles, it’s like the sun is on your back.” Ladd is now seen on screen, working for the second time with Walter Hill, in “Wild Bill”… John Lithgow as an alien? Yup, in NBC’s “3rd Rock From the Sun,” he is called on for some theatrics never learned at the Royal Shakespeare Company: “I’ve already stuffed a woman’s foot in my mouth,” said Lithgow, a Tony and Emmy winner and two-time Oscar nominee. “And I also danced the samba, sang ‘Danny Boy,’ etc. It’s the funniest thing I’ve ever been in, like doing a new one-act farce every week.” The show bows Jan. 9 in the 8:30 Tuesday slot. The company’s already completed 11 segs. “It’s been a blessing we haven’t been on the air,” he says. “We’ve become a family” of four aliens — Kristen Johnston, French Stewart, and Joseph Gordon-Levitt. Plus Jane Curtin. Bonnie and Terry Turner created for Carsey-Werner.

IT’S A SELLOUT FOR THE WGA Foundation Lifetime Achievement Award to Billy Wilder, Wednesday at the DGA … The doggie bags given guests at the book launching of author Gwen Davis’ “Happy at the Bel-Air” (Dove) included — a dog biscuit for celebs’ pooches brought to the hotel’s Garden Room paw-signing by Davis’ photogenic (Sonia Moskowitz-lensed) Yorkie. The delightful book’s dedicated to the Bel-Air’s VP and genial general manager, Frank Bowling, back from Brunei and a visit with owner Prince Jeffrey, who OK’d all of Bowling’s wish list … David Carradine filed for separation of marriage from his wife of eight years, Gail. He continues filming “Kung Fu: The Legend Continues” in Toronto; she lives here in Sun Valley … Frances Fisher moved back to L.A., choosing to commute to Vancouver for her work as a regular in Fox TV’s “Strange Luck” series. “I miss my friends — and the sunshine.” She’ll be on hand for Monday’s screening of the 30-minute “Whiskey Heir,” in which she co-stars for debut director JoAnn Fregalette Jansen.

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