The plane is late, there are no cabs at La Guardia, and Audrey Hepburn is waiting.


Audrey Hepburn. The Legend. The Lady. Lifestyles of the Rich and Reclusive. The last time she talked to the press, they were still using linotype.

What do you say when you're an hour late to meet Audrey Hepburn?

You don't say anything. You stand there like a wrung-out Handi-Wipe at her Algonquin Hotel doorway while she stares at you with those huge brown eyes, smiles beatifically, proffers a cool hand and purrs, "Would you like a glass of watah?"

But don't let that unfailing charm fool you. Audrey Hepburn, while skinnier than most women, is just as insecure. About her looks (yes, she says she has a bad side), her life, her choices.

Twice divorced and 56, still reedy in navy trousers, a blue-and-white high-collared blouse, a demure strand of pearls and chestnut brown hair swept back into a neat bun, Gucci bag at her feet, she is meandering into middle age playing the perennial princess. Natasha. Sabrina. Holly Golightly and Eliza Doolittle. Still fragile and wide-eyed. And still slightly befuddled by all the fuss.

"I was just sort of launched on this career," she says, lighting a cigarette and exhaling a thin stream of smoke. "I went from one picture to the other, really, trying to sort of catch up with myself. I was totally unaware of the great significance of doing my first [American] movie."

That would be "Roman Holiday," the 1953 film costarring Gregory Peck that rocketed Hepburn to the kind of supernova stardom now reserved for punk rockers and hostages. She was hailed as the new Garbo and won the Academy Award for Best Actress. Beauty parlors in Tokyo were besieged by bevies of young girls wanting the Audrey Hepburn haircut (short, with spidery bangs), and when she ventured out in an oversized man's shirt or a bateau neckline it immediately became the rage. Smitten by her 20-inch waist and waiflike figure (due in part to wartime malnutrition), director Billy Wilder spoke for millions of love-struck men when he quipped, "This girl, single-handed, may make bosoms a thing of the past."

No one was more surprised by the hoopla than Hepburn herself.

"Exactly what I was thinking I don't know, it was so long ago, but I remember being very involved with the classical ballet and the movies were really not serious. To earn an extra buck, I did bits in movies but that was to earn an extra buck. That wasn't going to be my career."

Hepburn says now there was one man responsible for all of it: the late director William Wyler. It was he who discovered her, he who nurtured her. Which is why Hepburn has flown 4,000 miles from her home in Rome to this Manhattan hotel suite. Wyler's daughter Cathy is currently making a PBS documentary on her father, to be shown in Washington this fall, and Hepburn has agreed to be interviewed, albeit briefly, after the taping. Reticent about her private life, she has requested that the questions be confined to the subject of Wyler.

"I didn't know what a camera was," she says, recalling her screen test for "Roman Holiday." "I didn't know what was going on. It was still new to me. I had no idea how to play a scene or anything."

Pronounced "ana-thin."

"I had never seen a camera and I didn't know who William Wyler was, so I wasn't nervous like I might be today," she says, eyebrows arched in delight. "I'm much more nervous about this today the interview than I was then because I was working in the theater, and I thought it was exciting, but I didn't really know what it was all about. I didn't know what a test was, or how many people were being tested. I never expected to get the job."

The story of Hepburn's screen test is the stuff of Hollywood legend. She was 24 at the time, appearing in the Broadway production of "Gigi." Wyler had launched a worldwide, Scarlett-O'Hara-type search for an unknown actress to play the part of the errant young princess. After interviewing several young women, he asked that one of them -- a beguiling creature with huge brown eyes -- be given a screen test. But he asked the camera man to keep the camera rolling after the actress had finished her lines.

"Willy had said, 'I'll never know what this girl is really like,' " Hepburn recalls.

Hepburn, reclining on a bed, read her lines. Someone called "Cut." Thinking the test was over, she flopped back, stretched her arms out, looked around to the crew and asked, "How was it? Was I any good?"

Wyler was hooked.

Hepburn cannot explain her unique appeal or why she won the coveted part over so many other actresses. She bites her lower lip.

"The only thing I can think of, maybe, was that I was European. I had a very European upbringing and everything, and it may have been this aura," she says with a laugh, "of being rather square.

"I was awfully young. I was younger than most 15-year-olds, mentally, if you like. I was brought up that way. I wasn't exposed the way young people are today. I had a totally different background. I was very young in my behavior."

Which is exactly what the director wanted.

"There was a scene in 'Roman Holiday' at the end, when I leave Greg [Peck] and go back to being a princess and I'm supposed to say goodbye to him and sob my heart out and go rushing back into my palace."

Her eyes widen. "I couldn't cry. I thought I was crying. I was pretending to cry, but it was no good at all. There were no proper tears. They tried glycerin. Take after take, it wasn't any good. Willy came over and gave me absolute hell. He said, 'How long do you think we're going to wait here? All night? Can't you cry for goodness' sake? By now you should know what acting's about.' I was so upset. He was so angry with me, I just started to cry. He shot it, gave me a hug and walked off."

She smiles self-consciously. "That's how you learn. He knew with me there was no point in trying to teach me. He would just make me cry."

And yes, Audrey Hepburn says, the longer you work, the more difficult it becomes.

"It gets much worse," she says. "You're much more aware of how much it matters. Of how good you should be. You're that much more critical, therefore, and everybody else is going to criticize you."

She leans back, sighing. "It's lovely, actually, to be totally ignorant."

Born in Brussels in 1929, Hepburn was the only child of an English-Irish businessman and a Dutch noblewoman, the Baroness Ella van Heemstra. At the age of 4, Hepburn was sent to a private British school. Her parents divorced in 1935 and four years later, Hepburn returned to Arnhem, the Netherlands, to live with her mother. She spent the next five years growing up under Nazi occupation.

She had already developed a love for ballet and, in the spring of 1948, returned to London hoping for a career in dance, finding work in revues, nightclubs and chorus lines. In 1951, she appeared in several British films as an extra, including "The Lavender Hill Mob," and was discovered in a Monte Carlo hotel lobby by the writer Colette, who upon spying the coltlike Hepburn in a crowd scene, exclaimed "That's my Gigi!"

Hepburn was appearing on Broadway in the role when Wyler's scouts spotted her. With her unique blend of innocence and sexuality, Audrey Hepburn was the antithesis of the 1950s blond bombshell. In the words of director Billy Wilder, "Here is class . . . There is nobody else. Just a lot of drive-in waitresses off to the races, wriggling their behinds at the 3-D camera.

"She's a wispy, thin, little thing, but you're really in the presence of somebody when you see that girl. Not since Garbo has there been anything like it, with the possible exception of Bergman. It's the kind of thing where the director plans 16 close-ups throughout the picture with that dame -- that curious, beautiful, ugly face of that dame."

No one knew how to present that moon-faced radiance better than William Wyler. Ask Hepburn how the director, whose credits include "Jezebel," "Wuthering Heights," "Mrs. Miniver," "The Best Years of Our Lives," "Ben Hur" and "Funny Girl," was able to extract such unforgettable performances from actors and she shrugs.

"It's something I think none of us know how to answer, except that he had a deep, deep instinct. Unfailing instinct. I mean, it sounds like I'm flattering myself, but he had a great instinct about everything. Life, people."

He was also known as a nag, a man who would keep the cast and crew for hours, earning him the nickname "40-take Willy."

"He wasn't a nag," Hepburn says. "He did repeat things, I think, but that was his insecurity. Which is different. It wasn't that he was being sadistic or anything. He might have approved of something we had done but he was never quite satisfied with what he had done.

"You see, I didn't know whose hands I was in. I didn't know what a director was. I didn't know how movies were made. To me, it was all real." Her eyes sparkle. "I'd go to a movie, see it up on the screen and get terribly upset or happy or whatever. I didn't know you even needed a director or a script. Until this marvelous man came along, who I learned to adore all his life.

"I didn't know about directors," she muses. "I found out though."

Besides Wyler, Hepburn worked with the most celebrated directors in Hollywood, including Wilder, Fred Zinnemann, King Vidor, Stanley Donen and George Cukor. Her leading men were equally impressive: Humphrey Bogart, Gary Cooper, Gregory Peck, Henry Fonda, Fred Astaire, Cary Grant, Peter Finch, William Holden, Rex Harrison, Albert Finney, Peter O'Toole, Sean Connery, Ben Gazzara.

Her film credits are sparse by Hollywood standards but include a string of classics: "Sabrina," "War and Peace," "Funny Face," "Love in the Afternoon," "The Nun's Story," "Breakfast at Tiffany's," "Charade" (in which she purrs to Cary Grant, "Won't you come in for a minute? I don't bite, you know, unless it's called for"), "My Fair Lady," "Two for the Road" and "Wait Until Dark."

In 1954, Hepburn married actor Mel Ferrer. After several miscarriages, she gave birth to a son, Sean, in 1960.

"I started having children," she says, "and that was so terribly important to me and I couldn't do both career and family ."

To handle both, she says, "You have to know yourself awfully well."

In 1962, she made her second film with Wyler, "The Children's Hour," and four years later starred opposite Peter O'Toole in Wyler's "How to Steal a Million," both less successful ventures than "Roman Holiday."

But Hepburn was able to rise above even the most mediocre of movies, mostly because of the men behind the cameras.

"My career has been extraordinary in that sense. I did work with such great directors. It's embarrassing when I go down the list. They do all have one thing in common, which is, they hire you because they think you're right for the part. Hopefully, what they like about you then comes out in the scene and it needs very little editing. Willy was essentially a natural talent."

And her favorite.

"Yes. I really adored so many of them. I don't want to be unfair to anyone, but I think Willy's entitled to that title in my heart. Of all the directors, also, he became so much of a friend."

This is the same director of whom Charlton Heston once remarked, "Doing a picture for Willy is like getting the works in a Turkish bath. You damn near drown, but you come out smelling like a rose."

"I think I was very lucky, because I was sort of Willy's baby," laughs Hepburn. "Because he discovered me and nurtured me. He was very protective of me. He was never rough on me or hard on me or frightened me in any way."

Was he in love with her?

She blushes. "I don't know. I think he loved me and I loved him. I think it's rather different," she says softly. "I think it's better than being in love."

Olivia de Havilland once threw a suitcase at Wyler. Bette Davis fought bitterly with him on the set of "The Little Foxes." And Merle Oberon, Wyler's Cathy in "Wuthering Heights," recalled that she had to cry during her death scene, and Wyler at one point asked, "May I have a little more in the left eye?"

Hepburn has fonder memories of the director, especially while making "Roman Holiday."

"I just remember trying to do what I was told and living it very much. The whole thing was like a fairy tale. If you're asked to pretend to be a princess, nothing's more fun, you know. I loved getting into the makeup and the clothes." (The costumes, by Edith Head, were fitted with falsies.)

"Never did I have the feeling that I hadn't done it right or walked differently or spoke later or sooner. He made me feel as relaxed as possible. I never felt self-conscious with Willy. I mean, after the first initial shyness of somebody you don't know, which happened today, meeting people I haven't met, once that was over and he became a friend it became a lovely charade, you know?

"Anyway, as time went by I learned a lot more about what happens, and if he said, 'What do you think? Should we try it this way or that way?' I then knew what he meant. It became this cohesion between the two of us."

Did she ever challenge him?

"I might have said, 'Willy, I'd love to do it differently, just once, see if you like it better.' When I got to that stage," she laughs, "I'd become a professional. But that came through years of guidance."

Their fourth film would have been "40 Carats" but Hepburn says Wyler -- who died in 1981 -- wasn't well enough to make the picture.

After an eight-year absence from the screen, Hepburn reemerged in 1976 to make the disappointing "Robin and Marian." Three years later, she starred in "Bloodline" and, in 1980, appeared in Peter Bogdanovich's "They All Laughed." They were box office disasters.

Hepburn says it is not because of a lack of directors that she has stayed away from the screen.

"No, the real reason is a totally different one. I really quit basically working when my son Sean became of age to go to school, when he was 6. And I still went off and did a picture and left him behind. I'd always wanted children so badly. I was so miserable."

She and Ferrer were divorced in 1968. A year later, she married Italian psychiatrist Dr. Andrea Dotti. Their son Luca was born in 1970. Divorced from Dotti in 1980, she has been linked romantically with Robert Wolders, widower of Merle Oberon, but has not remarried.

Now that her children are grown, she is anxious to resume her career. "If I read something that I liked, I would love to do it," she says enthusiastically.

The scripts she does read "are so dull, more than anything. None of it's fun. Not that it has to be laughs, but something you can get your teeth into, something you can have fun doing, something you can make something of. I don't care how small a scene it is."

Hepburn still goes to the movies. "I go all the time. I adore the movies. I can't imagine anybody not going."

She sees her old films occasionally on television. "Changing programs, I'll see my face and think, 'She looks familiar.' What was fun was when my son Luca was younger, and the old movies would come on -- it was more fun to watch him watching me."

It's almost time to leave. She is meeting her son Sean for lunch, then flying back to Rome the next day. She submits reluctantly to a brief photo session and is thankful for the professional lights "to take the bags away."

She makes sure her left side is to the camera.

Audrey Hepburn can't possibly have a bad side.

"Oh, I do," she protests. "I mean I have a bettah side."

But it is her children who are Audrey Hepburn's proudest achievements.

"Sean, the first, was a great deal easier than the second one, who was more reserved and therefore harder to understand. Sean always says exactly what he feels, but the other's marvelous in other ways. I think you can have 10 children, and they're all different."

Hepburn does not regret her decision to curtail her career, but there are doubts.

"Maybe it's totally wrong," she says with a broad smile. "Maybe I should have left them alone and gone off. You can only follow your own instincts. That's something I have in common with Willy."

She leaves the suite, slings her purse over one bony shoulder and meets Sean, a tall, handsome 24-year-old. Standing in the elevator, she gazes at him with obvious pride. In the lobby, she links her arm through his and dons an enormous pair of black sunglasses. Still elusive. Untouchable. Terminally waiflike.

Her son, she says, is getting married soon and maybe Audrey Hepburn -- perish the thought -- will be a grandmother.

"I don't know how I did anything ever," she says. "I could only go by my instincts."