Lana Clarkson was the original party tsaritsa, a West Coast Holly Golightly with perfect white teeth, eyes spread wide across high cheekbones, and blonde hair expertly teased, layered or fluffed at the crown of a bosomy 5-11 model's frame. She didn't just show up at a party. "She was va-va-va voom," says Sally Kirkland, herself a veteran of theatrical entrances. "She definitely knew how to walk into a room." Lana believed in Old Hollywood glamour, employing trainers, masseuses, stylists, makeup artists and a wardrobe with cleavage and skirt-slits calculated to the quarter-inch, all to get that perfect look. "Let the manager know that the Big L is here," she would tell the doorman, and seas would part for her. She was a queen in her domain, and not just the Barbarian Queen.

The sheriff's deputy who found her body described her as "a woman in her early twenties," and that's how the news went out that morning. She would have liked that. She was 40. She had achieved the ultimate California aspiration, to live your whole life in your early twenties. She didn't have a single wrinkle, or crease, or fatty deposit. You would think she would at least have laugh lines, because she was one of those relentless smilers, part and parcel of her "follow your dream/trust your heart/love is the answer" horoscope philosophy, which she espoused, exuberantly, without a trace of irony. Asked once who she would most like to meet, she answered, "Babaji, the Indian Christ."

She knew men and she knew show business, so it's not that hard to figure out why she would have left the House of Blues that night with someone she had just met. She was an inveterate networker, flooding the city with peppy greeting cards and cute signed photos ("You're a doll!" was her favorite inscription) and adorable voice-mails left on a thousand cell phones. She was the kind of actress who constantly schmoozed the directors, the producers, the casting directors and everyone she had ever worked with in the past, including the bosses she'd quarreled with. It's as though she'd gone to one of those "How To Be a Professional Actress" seminars where they show you how to print classy resumes and make an impression at cold readings, and then converted to it as a religion. When she went on an audition--any audition--she was always in full costume for what she thought the role required, and more often than not it required a micro-mini. She was charming, she was in your face, and she was *relentless*.

Her little bungalow on one of the old canals in Venice Beach was a shrine to Marilyn Monroe, and you could just imagine her using "Gentlemen Prefer Blondes" as a textbook. When she went on dates--there were many, though few were serious--she had no compunction about ordering the most expensive thing on the menu, calling for Cristal champagne, and then--while her date was using the men's room--ordering extra bubbly because she knew just the right way to say, "I'm sure you wouldn't mind." ("She loved her champagne," said an ex-suitor, "and she could drink it. You knew that if you took Lana to dinner, it was gonna be about five bills.")

Even in the B movie world--land of makeshift dressing rooms, Gatorade and power bars--she was always the uptown girl who was stopping by the set on her way to someplace fabulous. During the filming of "Barbarian Queen 2" in Mexico, she spent her day off on the yacht of the Kirk Douglas family, which was berthed at Acapulco, then had an Easter dinner at "Arabesque," the villa owned by the Baron and Baroness Di Porta Nova. While filming "Deathstalker" in Argentina, she partied with the polo set of Buenos Aires. When she broke both her wrists around Christmas 2001, she talked a designer into making her a fake leopard-fur arm sling so she could startle the paparazzi on the catwalk at the Grammys with the perfect accessory for her red see-through mesh blouse and hip-hugger jeans with slits up the back of the leg.

Lana was the star of her own production that ran for 25 years, never took a hiatus, and never closed. One of the last things she was working on was a one-woman show called "Lana Unleashed!," which summons up associations with "Frankenstein Unbound" but I'm sure had better musical cues.

And yet, when you look back over her showbiz career, you can't help thinking it was tomorrow, and tomorrow, and tomorrow. Every role she took was a springboard that turned out to be rusty and springless. She was too tall and too big-boned, for one thing. Even with low heels and small hair--neither of which suited her--she was too overpowering to play opposite a standard- sized man. But even more to the point, she may have been too beautiful. She was flawlessly symmetrical cheesecake material, like the girl on the side of a Zippo lighter, and while that can be stunning in person, it often comes across on film as bland. The movies have always rewarded the face with the distinctive flaw, the quirky mistake on an otherwise pristine canvas.

Lana was a protégé of the great low-budget producer Roger Corman, and he did his best to make her into a genre star. Her obituaries said she "starred in" 17 movies, but most of those-- "Fast Times at Ridgemont High," "Scarface," "Another 9 1/2 Weeks"--were bit parts. (To Lana, accepting a bit part was another form of networking.) She had principal roles in only five films, four of them produced by Corman--"Deathstalker" (1984), "Barbarian Queen" (1985), "The Haunting of Morella" (1990), "Barbarian Queen II" (1992)--and a movie that Corman picked up for distribution later, called "Vice Girls" (1996).

Her career coincided with the sword-and-sorcery boom that followed the release of "Conan the Barbarian," and the reason Corman picked her to be one of his Amazon warrioresses in "Deathstalker" (long before Xena) was simple: "Her size and her look were just spectacular. She was almost six feet tall, had a great figure, was beautiful, was athletic, and gave a *pretty* good read. What we didn't expect is that, when the movie came out, we got much better reviews than we expected, and several critics specifically singled out Lana. As you know, especially with this kind of movie, they don't normally single out a supporting actress. So we eventually decided to spin off her character for 'Barbarian Queen.'"

Like most things in Hollywood, it turned out to be both blessing and curse. "Barbarian Queen" became just famous enough to become a staple on video shelves and late-night cable, but not famous enough for the A-list directors to notice. Lana never had any problem conceptualizing herself as a queen, but that "B movie" label rankled. For a long time I was one of the few people reviewing all her movies in any kind of depth, and she read the reviews with rapt and disapproving critical attention. All the other "scream queens" were more or less good-natured about their work--I made fun of them because they were making fun of themselves, and the movies were fun because they were spoofing other movies--but Lana was different. She thought "Wizards of the Lost Kingdom II" was high art--or at least she did when she was in her early twenties.

It was a trait that served her well in one sense--she was so detail-oriented that she always knew what would make her look best on screen--but on a low-budget movie set, she could never become one of the guys. Lana would stop any process--makeup, rehearsal, wardrobe selection--to give her notes to the director, and that was a violation of the low-budget Corman code, which says you make the best movie you can but you never take it so seriously that you waste time.

"She bitched about everything," says Jim Wynorski, director of 65 films, including Edgar Allan Poe's "The Haunting of Morella," in which Lana played the evil lesbian tutor. "She bitched about her dressing room, her wardrobe, her trailer, her nude scene--she had gained some weight after a skiing accident and didn't really want to do it. It's hard enough when you just have 15 or 16 days to make the movie, and I just didn't have time for her. Her pattern was to crave the role, beg for the job, and then complain about everything once she got it. She called me for years after that and never understood why I wouldn't use her again." Then, when she starred for Richard Gabai in "Vice Girls," history repeated itself. "You know, there's a certain psychology you have to have to make these movies," says Gabai, "and she didn't have too much of a sense of humor about it. You're supposed to just laugh and keep going. But she would get very serious about everything, and she never turned it off. Come on, the movie was called 'Vice Girls.' The plot was 'Charlie's Angels Meets Pulp Fiction' in nine days for $110,000, but it was *not* 'Pulp Fiction.' She thought it was 'Pulp Fiction.'"

What her directors may not have appreciated is that, from Lana's point of view, the B movies were a dress rehearsal for the real Lana Show, which would come later and be life-changing. All actors live for the next season and the next casting call, but Lana was convinced that the difference between the Barbarian Queen and a role opposite, say, Richard Gere, was just more work in the gym, more networking parties, more notes mailed out to casting directors. And like all actors, she had her share of "almost" stories. She was devastated when she lost a chance to play opposite Jim Carrey in "Ace Ventura, Pet Detective," and claimed that both the director's wishes and Carrey's were overruled by the studio, which wanted Sean Young. She had been close to big fame and big money from the time she was a teenager- -modelling, guesting on sitcoms, dating famous actors--but she was always the girl in the background. She was either on someone's arm or in someone's light. On "Fantasy Island" she was the girl who placed the lei on the neck of the guest star. She was the "Food Fantasy Girl" in "Brainstorm." She scored her first major studio movie when she was cast in "My Favorite Year," only to realize she was hired for her legs only--she's the girl in the dancing Lucky Strike box--and she ended up not wanting people to know she was in the movie at all.

And yet she had that plucky cock-eyed optimism, which is hard enough to maintain at 18, much less when you're 40 and female in a town where every girl lies about her age. "I know that all my hard work and perseverance will pay off," she wrote to a fan just two weeks after turning 40. "Very soon the right role is going to come through for me and change my life forever. That is what I have been working on, so diligently, for so long!"

Meanwhile, she did commercials for Playtex and Mercedes and Busch beer. She went on the road for a KMart clothing line, portraying a white trash character named Katie Earline Wilson. ("I'm taking this character to a higher level," she told a fan.) She did "image enhancement" workshops for corporations. She tried to put together a musical version of "Barbarian Queen" for the stage, in the style of the Off-Broadway hit "Little Shop of Horrors." She tried stand-up comedy and financed her own pilot of Tracey Ullman-type character sketches. She had recently hit the circuit of fan conventions, where actresses sell their autographed photos--she would carry her sword and pose in her snakeskin jumpsuit with the plunging neckline, or perhaps in a breastplate of silver, with arm-length red gloves and thigh-high boots. She performed at art gallery openings and dressed up like the Nicole Kidman character in "Moulin Rouge" for Halloween. The week of her death, she starred in a print ad campaign for Chesterfield cigarettes in Spain. She must have spent half her life just getting in and out of various costumes. She had no money for frills, and yet she always had money for her infrastructure, employing five agents (one each for her various categories of work), a publicist, three lawyers and an accountant. Two months before she died, she had gone to Roger Corman's office and asked to use an editing machine so she could cut a demo reel for her new agent to use. "We were hoping for a great pilot season," says the agent, Ray Cavaleri. "She was not only not afraid of the older-woman roles, she was looking forward to them. We planned to send her up for all the sitcoms."

And yet, for the first time, there was a little bit of desperation in her attitude. Right before Christmas she called her friend Sally Kirkland and told her she was broke. She had lost a year's work to the two broken wrists, which involved multiple surgeries, and she was thinking about taking a day job. "Will people think badly of me?" she asked.

"Not at all!" her mentor told her. "I've had every kind of job you can imagine, from masseuse to waitress. Don't worry about that."

So Lana took the job at House of Blues as a hostess in the VIP Room. It would be good, she thought, for networking. She might meet some powerful men.

And, of course, she did. In late January Sally Kirkland attended a benefit for the I Have a Dream Foundation at House of Blues and was startled to hear a familiar voice yelling "Sally! Sally!" "I didn't recognize her. She had flat heels and her hair wasn't the usual big fluffy thing she does. She wasn't herself! She was trying to be respectable, I guess. She was downplaying her image for that job. She told me that the job was good because she was meeting all these terrific people."

But she never mentioned Phil Spector. From all appearances she met Spector for the first time on the night she died. The notorious recluse had fallen off the wagon, friends say, and was putting away drinks at Dan Tana's earlier that evening--drinks that may not have mixed well with his antidepressants. By the time he got to House of Blues, after midnight, Lana would have been the obvious person to chat him up. It was not only her nature, it was her job. Besides, they undoubtedly had friends in common. Among Lana's acquaintances were Herbie Hancock and Jeff Beck.

Harder to explain, though, is her decision to leave with Spector. This was a woman who used bodyguards when she was working. "But there was a part of her," said Kirkland, "that was very childlike and trusting. In retrospect, maybe she should have insisted on taking her own car and following him. But one thing I'm sure of--if she'd known he had a gun, she never would have gone. She was not interested in guns."

From the time they left House of Blues, to the time she was found dead three hours later, they were alone except for occasional contact with Spector's limo driver. All theories about what caused the gunfire have been put forth by friends of Lana and friends and attorneys of Spector. "Let me say this," said Sally Kirkland. "She was not a flirt. I never saw her flirt. She had great legs, she had big breasts. I had implants for 12 years so I know what happens when you have big breasts, so she got plenty of attention. I've been around Lana when people hit on her in the wrong sort of way, the way that makes you feel like a whore. And she did not accept that. She would not like that at all."

From the Spector side: She was an "accidental suicide." She was engaging in "erotic gunplay." Long before police even had time for the autopsy, the emails were circulating and the phones were ringing. On the afternoon of the day of her death, Sally Kirkland, a New Age minister, received a phone call from a psychic named Kenny Kingston. "Sally, sweet spirit," he said to her, "the Ides of March came to me at 2:37 in the morning." He then outlined a plan to appear with her on a talk show to prove that the shooting was an accident. He had been talking to "my friend Marvin Mitchelson," he said.

"That's very strange," she replied, "because my good friend was killed around 2:37 in the morning."

She had to leave the phone for a moment. When she returned, Kingston had hung up. The Hollywood spin had begun.

Oddly enough, it was the directors and producers who had quarrelled with her who felt most devastated when she died. Jim Wynorski was furious. "No one deserves that!" he fumed. "No one! Yes, she was difficult, but she was not as difficult as some. On the 1 to 10 scale, with Tanya Roberts being a perfect 10, Lana was maybe a 2." Richard Gabai was stunned: "I kept thinking that my last conversation with her was so negative. We premiered 'Vice Girls' at a special screening at Universal, and everyone was thrilled with the movie. It was like everyone was saying, 'This is almost like a real movie.' And she walks up to me in the midst of the jubilation and says, 'Your wardrobe made me look fat.' And I was flabbergasted. And then she just turned and walked away. Then I remembered later, strangely enough, that she had actually used her own clothes in the movie. Anyway, I felt bad about that. She had seemed to be happy to be making the movie. My gut feeling was, she wasn't thrilled with her place in the world."

Three nights later, while performing with his band at a local club called Kulak's Woodshed, Gabai was about to sing "Shot Her Down," a dark ironic tale of a man who kills his girlfriend. He suddenly improvised a little opening vamp.

"I read today that rockin' Phil shot Lana dead

"She took the wall of sound upside her head"