NEW YORK — Barry Levinson’s Baltimore Pictures and Paula Weinstein’s Spring Creek Prods. have formalized a long expected merger of their Warner Bros.-based production companies. The new company, called Baltimore Spring Creek Pictures, will kick off with “Liberty Heights,” a project scripted by Levin-son which is the fourth installment of his semi-autobiographical Baltimore-based film series that began with “Diner” and continued with “Tin Men” and “Avalon.”

Levinson and Weinstein are eyeing a fall shoot of the film, which is just one of several in development or production under their merged shingle.

“It takes place between 1954 and 1955, which means it precedes ‘Diner’ and falls right in the middle of ‘Avalon,’ ” said Levinson. “In some ways the stories intersect, and this one covers race, religion and class distinction, in a comedy-drama fashion. We’ll be modestly budgeted and will use a predominantly un-known ensemble cast since we’re dealing with characters between 18 and 21.” One storyline concerns the main high school-aged character’s father, a role a star could certainly step into.

The merged company is staffed by Len Amato, the exec veep who brought in “Analyze This,” and vice president Dana Goldberg.

Levinson’s partnership with Weinstein arose out of a long mutual admiration.

“We first met while I was a Warner Bros. exec in 1976, and I moved to Fox and bought ‘Toys’ for him to direct around 1980,” said Weinstein, whose Spring Creek efforts include “The Fabulous Baker Boys,” “Fearless” and “Truman,” the Emmy-winning HBO biopic. “It has taken me quite awhile to want a partner, but Barry made sense to me in every way. We come out of the same moment in time, and we have the same taste in movies and the same point of view. We know about the big pictures that studios want, but we both have a real history for using new writers and directors and making them feel comfortable.” Weinstein has been without a partner since her husband, Mark Rosenberg, passed away nearly six years ago. Levinson has also been partnerless for more than five years, since splitting with Mark Johnson.

Joining forces, the duo has a strong lineup of projects in development and in production for Warner Bros. They include “Analyze This,” the Harold Ramis-directed comedy now shooting in New York with Robert De Niro and Billy Crystal starring. The pair are also producing the remake of “The Incredible Mr. Limpet,” with Steve Oedekerk directing Jim Carrey; “The Alchemist,” the Paolo Cuehlo novel which Jeremy Leven is adapting for Alfonso Cuaron; and “The Perfect Storm,” the screen adaptation of the bestselling nonfiction book by Sebastian Junger about a fishing boat that runs into a brutal storm and the loved ones left behind who wait to see if those on the boat will return. Bill Witliff (“Lonesome Dove”) is adapting the book for Wolfgang Petersen to direct.

Weinstein and Levinson are also developing “Men,” an adaptation of the German film scripted by Bara Grant for Bob Zemeckis. They have attached Chen Kaige (“Farewell My Concubine”) to direct an adaptation of Charles Dickens’ “A Tale of Two Cities,” which John Sweet is adapting. They also have one project at Castle Rock with Richard Linklater, “Rivethead.”

On the directing front, Levinson has several other projects still coming to fruition. They range from a Norman Mailer-scripted adaptation of the Lawrence Schiller book “An American Tragedy” for ABC as well as a Bobby Darin biopic at Warner Bros. called “Dreamer,” for which Johnny Depp has been oft-mentioned. Numerous drafts have been written by “Sleepers” author Lorenzo Carcaterra and most recently James Toback. Levinson’s optimistic he’ll eventually get both the story of Mack the Knife and the story of how O.J. Simpson was acquitted of a more heinous form of blade-wielding to the screen.

“It’s insight into how the lawyers worked and doesn’t really concern itself with O.J.,” said Levinson of the latter. “If it’s done right, it really is, in my mind, an extraordinarily inside look at how defense lawyers function in our system of law.” He’s repped by ICM’s Rosalie Swedlin.

REAL WOMEN EYE “BOYS”: While mature leading men ranging from Michael Douglas and Robert Redford to Warren Beatty and Harrison Ford get romantically matched with women half their age, several top actresses who are in the same age bracket as those rascals are eyeing with keen interest the Fox 2000 comedy “Boys R Us,” which Gillian Armstrong will direct from Julie Tallen’s script.

The comedy’s about a middle-aged woman whose husband’s deviated septum prevents him from kissing her without closing off his air supply. The computer whiz is too busy to fix it, and their love life dries up as a result. She teams with a freshly divorced friend about to lose her summer house. After engaging a couple of young hunks who inhabit the Long Island vacation haunt to wake up their love lives, they turn it into a business, finding a lot of sex-starved middle-aged women neglected by their husbands who hunger for sexual awakening by the younger guys. Dish hears actresses Meryl Streep and Bette Midler are considering playing the entrepreneurial pair, with the likes of Emma Thompson also having shown interest.

The film’s admittedly sexist, because pitting leading men their age with women the age of the hunks would hardly be enough to hang a plot on. It would be considered the normal course of business.

OKEY DOKEY TO KARAOKE: In what can only be considered evidence that it’s hard to keep a good karaoke script down, Disney is in the process of resurrecting “Duets,” the film once set up at Columbia with much fanfare by soon-to-be-newlyweds Gwyneth Paltrow and Brad Pitt, with her father Bruce Paltrow aboard to direct. The project, about five professional karaoke performers battling for a cash prize, hit a sour note when the offscreen duet between Gwyneth and Brad ended. Dish hears Disney’s ready to carry the tune on the pic, with Bruce Paltrow still aboard to direct and Ving Rhames a possible to play one of the karaoke singers.

FEATURE HELLO FOR BELLO: While all “ER” eyes focus on the exit strategy of George Clooney, another star won’t be coming back at all this fall. Maria Bello, who came aboard as a pediatric rival to Clooney, has ankled the show. The reasons are multilayered. With Clooney’s Doug Ross recommitting romantically to Julianna Marguiles’ character nurse Hathaway, the door was shut on any chance for Bello to play doctor with him. And the show scribes just couldn’t figure out what to do to grow her character.

This seems fine for all parties, because Bello signed on already having Clooney-like feature aspirations, and she’ll concentrate on making films. She’s already completed a co-starring role alongside Mel Gibson in the Brian Helgeland-directed “Payback” and co-stars opposite Ben Stiller in “Permanent Midnight.” Warner Bros. confirmed her exit and said it was by mutual agreement of Bello and “ER” exec producers John Wells and Lydia Woodward.

Wells and WB have left open the chance they’ll develop future projects with the actress. As for Clooney, rumors have cropped up that the “Out of Sight” star will be out of sight halfway through the season. But Clooney says he’s signed for the season and will do as the show’s producers ask him. Sources close to the show say that he’ll be a presence until season’s end.

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