THE burly British film crew gazes in wonder at the image of the stunning young Indian woman on the playback monitor. As her jeweled sari radiates ruby and amber across their faces, the woman smiles out at her audience, stifles a giggle and draws butterfly-wing lashes down over olive-green eyes. A pause, she looks up, throws her head back and laughs, then withdraws into another coy smile. The shot, five bewitching seconds that may not even make the final edit of Bride and Prejudice, ends. The crew doesn't move. Without a word, the tape is rewound and another viewing begins. It is perhaps the seventh or eighth in a row. "Marvelous," sighs an assistant director. His fellow crew members nod in vigorous agreement. Behind them producer Deepak Nayar beams at director Gurinder Chadha. "After this," chuckles Chadha, "she'll be able to do anything she wants."

 

             

Aishwarya ("Ash") Rai has been a superstar in India since she was crowned Miss World in 1994, so seducing a film crew, even her first British one, doesn't faze her. "It's not just about how I look," she says in the elegantly articulated English of the Indian élite. Indeed, after a handful of forgettable movies in the 1990s, Rai earned gushing reviews for her performances in last year's Devdas, for which she won seven Indian critic awards, and this fall's Chokher Bali. In Devdas in particular, critics swooned over her transformation from innocent lover to jilted avenger and agreed that she more than held her own against Bollywood's biggest male star, Shahrukh Khan, and Bombay's other queen, Madhuri Dixit. But Rai's looks—"the most beautiful woman in the world," according to Julia Roberts—haven't hurt her, either.

Rai turned Western heads this spring as a Cannes festival jury member and the new face of cosmetics house L'Oreal. The attention led to her invitation to the airy hills north of London, where she is now playing the lead in Bride and Prejudice, Chadha's hotly anticipated follow-up to her hit movie Bend it Like Beckham. Bride is a modern, Bollywood version of Jane Austen's classic, in which the Bennetts of Pemberley become the all-singing, all-dancing Bakshis of Amritsar. But Rai's soaring star doesn't rely on one film alone. Scarcely does she wrap Bride before rehearsals start for The Rising, an epic based on the failed 1857 Indian rebellion against British rule. Then, in March 2004, her agents confide with considerable glee, the 29-year-old ex-model is slated to start shooting opposite Meryl Streep in Chaos, French director Coline Serreau's remake of her acclaimed drama about a housewife who adopts a battered prostitute, a role that will mark a daring departure for Rai. If that weren't enough to guarantee her arrival, Rai is also talking to director Mira Nair (Mississippi Masala, Monsoon Wedding) about a part in Homebody/Kabul, based on Tony Kushner's play about the Taliban. And she's signed up to star in India's first IMAX production, Taj Mahal. All five movies should release worldwide over the next 18 months, by which time, Nair predicts, Rai "will be the next Penelope Cruz."

But Cruz never brought along an entourage like this. For although 2004 may be Rai's year, it is shaping up as Bollywood's breakthrough, too. Following Rai westward will be India's brightest male star, Aamir Khan, whose Lagaan (Land Tax) was nominated for an Oscar in 2001 and who returns opposite Rai in The Rising. Western audiences will also be introduced to Indian art-house icon Rahul Bose, who will appear with Glenn Close in Merchant Ivory's Heights, a contemporary tale of five affluent New Yorkers. And behind the camera this trickle of A-list Indian talent becomes a monsoon flood. In addition to its British-Indian director, Bride and Prejudice combines the skills of legendary Bollywood choreographer Saroj Khan and sought-after Bombay cinematographer Santosh Sivan.

 

Meanwhile, director Shekhar Kapur (Elizabeth, Bandit Queen) has announced a return to India with a $25 million production called Paani (Water), set in 2060 Bombay but slated for a worldwide release. Fellow auteur Vidhu Vinod Chopra is currently casting the thriller Move 5 in Los Angeles. And Ugandan-Indian Nair will be unmissable in 2004. She releases Vanity Fair, starring Reese Witherspoon; takes Monsoon Wedding to Broadway; starts work with Rai on Homebody/Kabul; directs a star-studded adaptation of British writer Hari Kunzru's The Impressionist, and executive produces three Indian films under a deal with Universal Studios worth up to $15 million. (Caption: Ash in Bride and Prejudice, a take on Jane Austen's Pride and Prejudice.)

Nor is the traffic one way. Following 20th Century Fox's decision to pick up The Rising, the first Indian-made movie that a Hollywood studio will release worldwide, Warner Bros. and Columbia TriStar Films are both planning to distribute Bollywood films abroad. Going a step further, a handful of Western independents are inaugurating a rash of East-West coproductions using Bombay's cheap, skilled workforce. Shooting recently started on The King of Bollywood, with British supermodel Sophie Dahl; and winter should see production begin on Marigold, a story of an American B-movie actress stranded in India.

It will all give a distinctly Indian flavor to some of next year's biggest movies. And to their makers, stirring in a little spice makes perfect sense. Chadha says her theft of Austen will work because Bollywood shares themes with Western art of a more innocent age. "When you see how perfectly the plot of Pride and Prejudice fits Bollywood, you see how Austen and Bollywood use the same language of joy, love, family and sadness that's so uplifting and involving, and so rare and different from Hollywood today," she says. "I think the audience will eat it up." For Nair, the explanation is even simpler. "The West is suddenly waking up, noticing what the rest of the world has been watching all these years and working out where it came from." She predicts more international exposure for Bollywood as Hollywood realizes the commercial sense of combining the world's two biggest film audiences.

Already, on the set of Vanity Fair, Bollywood's leap onto the global stage has afforded her some deliciously surreal moments: playing up Calcutta-born William Thackeray's Eastern influences with a dance sequence, she says, "I had all these white folks, these big stars, lined up, doing my thing, dancing to my Indian tunes." Nair guffaws: "It was wonderful!"

The film world has heard rumors of an Indian invasion for years. In London in particular, the success of cross-cultural writers like Vikram Seth, Hari Kunzru and Monica Ali, Andrew Lloyd Webber's Bombay Dreams, department store Selfridges' decision to adopt a Bollywood theme, and a host of wildly successful Indian TV comedies has long convinced the British public that it was set for a Bollywood bonanza. Often, the sheer size of the Indian film industry—releasing an average 1,000 films a year, compared with Hollywood's 740; and attracting an annual world audience, from Kuala Lumpur to Cape Town, of 3.6 billion, compared with Hollywood's 2.6 billion—made it seem as though the West was the last to catch on. But even though Chinese film boomed with Crouching Tiger, Hidden Dragon, somehow the Indian wave never broke. And although Indian films showed in theaters from Singapore to San Francisco, the truth was that few Asians, Europeans or Americans outside the vast South Asian immigrant community actually saw them.

Ash arrives as jury member at the 2003
Cannes Film Festival, France. 

The reason was not hard to fathom. However deep the artistic void that gave the world Death Wish V or Police Academy 7, Bollywood has long outdone Hollywood for formula and cliché. After a two-decade-long golden age that produced films such as Mother India (1957) and Sholay (1975), the industry slipped into a succession of hackneyed action flicks and copycat song-and-dance romances made under a factory ethic in which actors worked on five, 10, even 15 films at a time. Remakes and plagiaries of Hollywood were routine, scripts were almost unheard of, and cast and crew often took the same characters, shots and dance steps from one production to another. The love stories were particularly indistinct: thousands of boys met thousands of girls (songs of joy!), broke up (songs of sorrow!), reunited (joy!) and led a cast of hundreds to a meadow outside Zurich for a leaping, ululating and face-achingly joyous finale. Actors sleepwalked through careers. "You can't imagine what it was like," says Anupam Kher, star of 290 films in 18 years, who reprises his role as the father from Bend it Like Beckham in Bride and Prejudice. "After the whole fame thing wears off, you begin to wonder, 'Really, what the hell am I doing?'" Even domestic audiences complained, including India's leader. "Why do our films stick to stereotype?" lamented Prime Minister Atal Bihari Vajpayee after seeing Devdas, which for all its well-deserved critical praise, was still the 12th version of the same love story since the original 1928 silent movie. By mid-2002, Bollywood was largely a commercial concern—to this day, critics rate films and actors almost entirely by box-office pull—of little interest to anyone outside South Asia, except homesick migrants and the odd film buff.

So what's changed? Everything. Rai's unchallenged position in the industry is partly due to her determined pursuit of "different, against the grain" roles, such as her 1997 part in Tamil director Mani Rathnam's little-seen but acclaimed art-house movie Iruvar. But Rai is not some solitary crusader, rather the most successful disciple of a new mantra of innovation that has swept Indian film in the past year. Because in 2002 Bollywood truly bombed. All but 12 of the year's 132 mainstream Hindi releases flopped, and the $1.3 billion-a-year industry, used to comfortable annual growth of 15%, groaned under unaccustomed losses of some $60 million. The formulas suddenly weren't commercial anymore. And although some moviemakers groped around for new blueprints—horror, skin flicks, anything—a band of urban and Westernized writers, directors, producers and actors, loosely grouped under the banner "New Bollywood," overran the industry. "Overnight, those of us who didn't think the audience was dumb and who were sick of movies being talked about as 'products' were in charge," says producer-of-the-moment Pritish Nandy. "The old generation lost control, and the new generation just walked in."

(Left, Bipasha Basu and John Abraham in Jism.)
Today, fresh ground is broken with every release. Out are fluffy romances. In are films such as Jism (Body) [ Note, Mumbai Matinee and Khwahish (Desire) that have shattered Bollywood's tradition of prudish sex scenes, by making previously taboo kisses routine and by finally ditching the rustling bushes that used to denote what came next. Out are badly dubbed punchups and in are dark stories like the true tale of Bombay's rival crime lords (Company) or India's Hindu-Muslim divide (Mr. and Mrs. Iyer), weird stories like that of a hairdresser who reads minds (Everybody Says I'm Fine) or a retired judge who literally runs off with a young model (Jogger's Park) or dark and weird tales like the one of a failed rock singer who leads his bandmates to murder (Paanch). Urban, middle-class films like Dil Chahta Hai (Do Your Thing) are proving there is money in ignoring India's rural audiences, whose preferences run to the spectacular, the musical and, invariably, the alpine. Some films are even leaving out the songs. Director Ram Gopal Varma dropped the music from both Company and his smash horror-thriller Bhoot (Ghost). "It doesn't make sense to a Western audience," Varma explains over drinks at Bombay's Hyatt Hotel. "I live in this country, and I've still not got used to it. And, frankly, I couldn't give a f--- for the villages." (During the conversation, Varma took a revealing call from a film distributor in Dubai. He cheerfully informed the caller, "There is no music in the film, only background music. You won't really hear it." He then turned to a TIME reporter, grinning, with his hand over his phone, and laughed, "'No songs! No songs!' He's having a heart attack." After hanging up, he added: "I'm in that position now, you know? 'F--- you! Take it or get out!'")

If music is used today, it's for a reason. Bride and Prejudice choreographer Saroj Khan, 55, says that for 600 films she did nothing but "item numbers," dance sequences inserted with little regard for narrative. "Now suddenly I have a story to work with," she says. "You won't believe me, but that's very different. And very nice." Concludes Kaizad Gustad, director of Boom (about three supermodels who must somehow find the money to pay for 30 Mob-owned diamonds they've lost): "Suddenly, the newer and riskier the project, the greater the chance of it getting made."

Propelled by this whirlwind of raw creativity, star after star is breaking type and embracing new roles, recharging some long-languishing talents. Like Rai, Bombay legend Amitabh Bachchan is trying something different, raising eyebrows with his portrayal of the stylishly amoral, Bo Derek-obsessed crime kingpin in Boom. "It's a crazy film by a crazy guy," offers the 61-year-old with evident delight while on the set of his new war movie Lakshya (Target). And producer Nandy cheerfully expects a torrent of outrage upon release of the gritty Chameli, as megastar Kareena Kapoor dumps her customary chaste refinement to play the streetwalker of the film's title opposite Rahul Bose's banker. The head of 20th Century Fox's Indian arm, Aditya Shastri, describes the industry as suddenly, and fundamentally, transformed. "It takes a very brave or very foolish person to do a traditional song-and-dance movie today," he says. Bose, who as the star of Chameli, Mr. and Mrs. Iyer, Mumbai Matinee and Everybody Says I'm Fine is the ubiquitous face of New Bollywood, goes further: "Put us all together, and you have a movement. Put us together with the audience, and you have something sweeping the world."

On the set of Bride and Prejudice, Rai is already coping with some of the pitfalls of the revolution. After every scene, she quietly slips past the longing stares of 100 Indian extras and retreats to her cordoned-off trailer. This past year she has already endured her own "Bennifer" style press attention when she split from fellow movie star Salman Khan only to link up with the star of Company, Vivek Oberoi. The size of her celebrity is measured by the 17,000 unofficial websites in her name and the immediate overloading and crash of her own official site the moment it was launched this spring. Ensconced in her trailer, she admits to having "so little time to myself and for my sanity. Last summer, I had meetings with Robert De Niro and Roland Joffé and Mike Leigh," she says. "They'd say, 'When are you available?' And I'm like, 'Maybe at the end of next year.' And they're like, 'Wow, you can't be serious.' But that's my life right now."

Indeed, Rai seems to have little time even to sleep: she scheduled both her photo shoots with TIME for the middle of the night, saying it was her only free time, before crying off exhausted on the second shoot and finding a spare two hours the following day. But you won't hear Rai complain. "I can always choose to do something else," she shrugs. And she seems to accept that as a model turned actress with no training, she's on a steep, and tiring, learning curve. "I'm a student," she says, hands folded neatly in front of her. "I want to do better, and I want directors who can find the actress in me and be my teachers." But like many of Bombay's bigger stars, one of her first lessons was to turn herself into something of a recluse, never discussing her private life and rarely being photographed in public. "I like my work, and I'm true to it; and apart from that, I'm just being," she says.

                      

           Mira Nair (with Reese Witherspoon on the set of the upcoming Vanity Fair) is everywhere in 2004: Along with Vanity Fair, Nair
           is  working on two star-studded literary adaptations and a Broadway production of her hit Monsoon Wedding. Note poster at
           right. In between. In between, she's executive-producing on a three-picture deal with Universal Studios worth $15 million.

Overwhelmed by the demands on their time or simply by their own importance, lead actors in Bollywood would in the past jeopardize entire productions by double-booking themselves, turning up hours late on set (sometimes not appearing at all) or raising fees midway through a shoot. But bigger names, such as Rai and Bose, are now signing with Western talent agencies (both are with the gilt-edged William Morris Agency) that ensure commitments are honored. Amitabh Bachchan, who for years set a lonely example of professionalism in Bollywood, couldn't be happier. "It's a joy to be working like this," he says. "To end the disorganization that has ruled for so long, it's an absolute delight."

It's all part of a newfound professionalism in Bollywood that is evident both artistically and financially. On the set of Lakshya, at Film City studios outside Bombay, this new regimen is in full effect. Director Farhan Akhtar and producers UTV have fixed a budget of $7 million (large by Bollywood standards), issued contracts to crew and actors, insisted on a finished script, insured the set and laid out a meticulously detailed schedule for months of continuous shooting in Bombay and Ladakh. Such black-and-white commitments may be rudimentary in the West but are almost unprecedented in an industry in which a quiet word or a handshake have long sealed deals and in which films were shot piecemeal over a number of years.

Likewise, the financing of Bollywood movies has become far less murky. In the 1990s, a series of scandals broke about the links between Bombay's movie world and the underworld. Producers were the target of repeated police investigations into how deeply Mob money had penetrated the movies, and top actors who were called to testify often sensationally refused. Indeed, just last month, Devdas producer Bharat ("King of Bollywood") Shah was sentenced to a year in jail (but released due to time served) for concealing the underworld's involvement in his 2000 movie Chori Chori, Chupke Chupke (On the Quiet, Hush Hush). In the past, such attachment to Mob money and the conditions that came with it—flying stars to Dubai, Pakistan or South Africa to indulge gangsters' egos—proved a major deterrent to Western investors. But today, even Bombay's police admit the connection with the underworld is weakening—a transformation that began in October 2000, when India's bureaucrats finally lifted outdated restrictions on Bollywood's access to banks and private investors. As legitimate funds poured in from respectable backers, so a new culture of legal and transparent business practices swept the industry.

New Bollywood is not there yet. Director Nair estimates that it will be "two or three years" before its movies attain what she calls Western-style "craft and rigor," and UTV's founder, Ronnie Screwvala, adds that it will take "three to five years" before Western business practices become standard. In the meantime, maybe the greatest danger of Bollywood's invasion of the West is that the West might invade right back. Director Varma's urbanized zeal for Hollywood—"anyone who doesn't follow the West is gone"—carries with it the danger that, in less-skilled hands, Indian film could become little more than exotic imitation. Although he admits to enjoying how well the world received Lagaan and although he welcomes New Bollywood's energy, actor Aamir Khan warns that a wholesale rejection of song and dance might kill the "color, fire and innocence" that defines Indian cinema. "Of course, Bollywood can be quite ghastly," he says. "But at its best, it's a wonderful form. There's a level of passion and excitement and a heightening of emotions which can be momentous. It'd be awful to lose it."

With Rai as India's standard bearer, there is little immediate danger of that. She may position herself as New Bollywood in terms of roles, but in person Rai embodies the Indian middle-class—and very Old Bollywood—ideal: a modern girl with traditional values. For someone emerging as a 21st century film star, there are few people less likely to turn into a Western-style sex kitten. Asked about her image as every Indian man's dream girl, she replied: "I'm just being the girl I was brought up to be." In fact, it is because Rai is such a paragon of age-old, dutiful Indian femininity, says producer Nayar, that she was so right for the headstrong but obedient Elizabeth Bennett character, Lalita. "That's her appeal," says Bride and Prejudice co-star Martin Henderson. "When Hollywood women are so exposed—when you see ass cheeks hanging out on MTV, for God's sake—there's something wonderful about a woman who is sensible and refined, mysterious and sensual."

In an age of terror, perhaps it makes sense for audiences to yearn for a more innocent time. Rai agrees that although New Bollywood may represent a welcome reinvigoration of a tired industry, the reason she is suddenly attracting a global audience is the same reason that Bollywood has always drawn adulation from millions of Indians. "It's the chance to be transported from the toil and the worry," she says, "the chance to feel good about life again." Whatever the innovations of the new Indian wave, the true essence of Bollywood, she says, will always be "a world of hope and color and positivity, the innocent, beautiful fairy tale." So is this the beginning of a storybook adventure for her and Indian cinema? Why not? As she says, "In Bollywood, it's always a happy ending."

[Editor's Note: All credits to TIME ASIA except title herein, the captions, the Rai photo at Cannes, and the poster for Monsoon Wedding. The first photo as been edited.]