Michael Westmore doesn't drop names; he hurls them at your kisser like cream pies.

Sly. Liz. Cher. Clint. Farrah. He even drops dead people's names. Valentino. Errol Flynn. Charles Laughton. It's distracting. It's degrading. It's de rigueur for the 48-year-old Hollywood makeup artist and wearer of gold chain bracelet, necklace and cost-too-moochi Gucci belt and loafers. He also talks about his Mercedes (he'd really like a pink Rolls-Royce), his money ("I'm a millionaire on paper") and the Academy Award he just won for "Mask."

"I was going to tote the Oscar around, but the Academy is engraving it."

Winner of three Emmys and the third generation of Westmores to wield a mascara wand, he's now developed his very own line of makeup: little pots of gloss and powder and blush he's about to peddle home-party style to couch potatoes from Pocatello to Perth Amboy. (The lipsticks and nail enamels come in 12 colors, including "Marilyn," "Sophia," "Grace" and "Ginger.") He decided to develop the makeup line -- called "Hollywood Magic" -- after making a video, "Makeup Secrets of the Hollywood Stars: Looking Your Best." With luck, he hopes to give reigning makeup mogul Mary Kay a run for her money.

Speaking of money, and Westmore will, he makes $6,000 a week and has worked on films as diverse as "2010," "Clan of the Cave Bear," "Raging Bull," "Rocky" and "First Blood." Which reminds him of Sly. What a guy. They were as close as this before their falling out several years ago.

But it's not a case of "Rambo: Bad Blood." They're talking now.

"I was with Stallone for eight years. I've been with Robert De Niro. I had a whole group going with Farrah, Marsha Mason, a couple of gals. As soon as you take on one person like that -- the only person I'm tight with now is Liz Taylor -- all of a sudden, both of them are doing a show at the same time and you've got a decision to make."

Stars can be tre's snooty when it comes to cosmetics. After Stallone told him he wasn't planning to make a picture for at least six months, Westmore signed on for "The Best Little Whorehouse in Texas." Then Stallone called and said he'd changed his mind. He was going to shoot something called "First Blood" in a month -- would Michael do it? "I said, 'I've already signed to do this other show.' He says, 'That's not what I asked you. ARE YOU GOING TO DO IT?' "

Westmore says he called Universal, backed out of "Whorehouse," burned a few bridges. "They expect you to drop everything and come with them."

The falling out came after Westmore was fired from "Staying Alive," the John Travolta film Stallone was directing. "I went and did 'Iceman.' They offered me twice the money and gave me a car and gave me tickets for my children to fly back and forth."

Westmore says Stallone wanted him to do the sequel to "First Blood." Westmore turned it down. "Had he called me personally, I might have done it. But to come through somebody else . . . I said I'm going to go ahead and do other things."

Making up Stallone, he says, is not exactly a challenge. "A little pencil around the eyes. Mascara. Give him some color. And of course, sweat. Glycerine and water in a squirt bottle."

Liz, on the other hand, "is a lot of fun to work with. You don't have personality problems. She looks faaabulous. She lost all that weight. Her back is bothering her, though."

Westmore is a great gossip. A member of the Hollywood insiders, that rare coterie of hairdressers and wardrobe mistresses who cater to performers' every whim, he knows the real dirt. If he's sometimes afraid to dish it, well, it's for good reason. His Uncle Perc (pronounced Purse) was talking to a reporter once, many years ago, and the reporter asked him if it were true that tough-talking George Raft wore a girdle. Perc said, "Off the record?" The reporter said, "Sure." He said it was true. They had to strap Raft into a girdle every day. When that tidbit found its way into print, his uncle became Perc non grata for a while.

The most difficult to work with? "They told me one time that Shelley Winters had this horrible reputation for eating people up and spitting them out. I came in and worked with her and we really got along great.

"I get along with everybody in the business."

And yes, he says, most of the stars are plagued by terminal insecurity.

"Henry Fonda told me the same thing. I was doing a cast on his leg and he said the thing he really worried about the most is, after he finished this picture he doesn't have another script right away. 'Am I ever going to work again?' "

He says that some people need more makeup than others, but that in general, most of the big-name actresses would not be recognizable without industrial-strength cosmetics. "Without their makeup and without their hair being done . . . whatever home town they're from, they might as well stay there and be a housewife. They would not be recognized."

For example? "A vast majority of female actresses." He singles out Joan Collins and Farrah Fawcett.

He opens his makeup case. It's nothing, he says, compared with Cher's Sears toolbox of makeup. There are pink compacts and powder puffs and sponges. He takes out a small round case of a greeny-yellow cover-up called Vanish. Then a cream called Disguise, for under the eyes. Then a tube of Star Lash. It looks like white dust, but it's actually "nonirritating rayon fibers . . . You put your mascara on. Then you touch your lashes with that. Then you put more mascara on. It's like a fake eyelash. All the people on 'Dynasty' are using it."

Which reminds him of Rock Hudson. Which reminds him of Liberace. And yes, he says, because of AIDS, he has to be more careful. He throws away brushes after using them; the whole scene has gotten much more hygienic. "You can't take a chance." He says more stars will come down with the disease. "You'll be surprised, in the next five years, to find out who has it."

So much has changed since Michael Westmore's grandfather, George Westmore, came to Hollywood at the turn of century. A wigmaker, he started the first studio makeup department in 1917 and probably dropped the name "Mary Pickford." Michael's father was Monty Westmore, who worked for Selznick Studios and whose credits include "Gone With the Wind" and "Mutiny on the Bounty." His mother Edith was a hairstylist. Michael was born and raised in Hollywood. On Saturdays, as a young boy, he would hang out at the studios. The ice cream machine was in the ladies' room.

After graduating from the University of California at Santa Barbara, he was asked by his Uncle Bud to become an apprentice at Universal Studios. "I was trained to do it all."

He has been in the business for 25 years, working in television and film. He lives in Studio City with his wife and three children. He's famous, he says. "Women over 35. I walk in and say 'Westmore,' and right away they go, 'Living Legend.' That type of thing."

His greatest achievement, he says, was constructing the head of a deformed boy -- Rocky Dennis -- for the Peter Bogdanovich film "Mask."

"Peter came to me and showed me a picture of the boy," he says, handing over a photograph of the boy's grotesque head. "He said, 'Can you do it?' I said, 'Sure.' It wasn't until after I got home that I thought, 'What have I got myself into?' "

Westmore constructed eight different latex prototype heads for actor Eric Stolz, and the "mask" actually had a motor in the chin. To make it more lifelike, he and partner Zoltan Etek hand-painted pimples and freckles on the head every day during shooting.

At a recent magazine photo session, "I posed wearing a tuxedo with one of the heads. They asked me if I had a silver tray, so we put the head on the tray. I thought about it afterwards and I called them and asked them to reshoot the picture," he says, voice lowered. "I thought it was tasteless."

But let's face it, nothing is tasteless in the makeup biz. "If this thing clicks," Westmore says, referring to his business venture, "I'll get my second Mercedes and I'll get the Rolls." He jiggles the bracelet of his steel Rolex. "Easily."