CATALINA ISLAND, CALIF. -- I want you to know this all started out innocently.

Stephanie Beacham, the sultry beauty who played the chinchilla-laden Sable Colby on "The Colbys," was eating vegetarian spaghetti at my home in the Bahamas about six months ago.

Since I quickly run out of things to say to sultry movie stars eating spaghetti at my house, I turned the subject to my turf. "You know, I should teach you how to scuba dive sometime."

The 38-year-old British actress had been snorkeling with several of us that afternoon, with other friends of mine helping to entertain a group of show business people filming on the island. She had liked both the warmth of the water and its creatures.

"That might be fun," she said casually. "A quiet weekend sometime." Now, as a passing thought, it entered my mind that her comment was probably somewhat like the "come see us" that islanders offer to casual acquaintances, until they learn better. But somehow the combination of the moment and the woman gave the words a different cast. Stephanie really wanted to learn to scuba.

We didn't talk for about five months -- she had to leave for London and Paris, in part to film "Napoleon and Josephine" -- but when we did I was able to say, "Stephanie, I've got it all set. I'm going to teach you here and, by the way, I thought I'd write a story about it for a magazine. They may do a few pictures."

She was quiet for a moment. "Teach what, Remar?"

"Scuba. You know? You said you wanted to learn."

"Oh. That's awfully sweet of you, but I can't -- Awfully busy right now, and awfully tired, too."

"Well," I persisted, "it's really going to be a relaxing weekend, just us. And a photographer." I hoped the "just us" would entice her, but it didn't.

"Well, what if we could teach you out there in California? Just a day or so, you know. It'll be like a vacation."

"Well, are you sure it won't take much time? And I can relax? No pressure?"

"Trust me."

I put down the phone and went jogging, my mind racing faster than my feet. Just the two of us and a photographer snapping an intimate picture or two. As the final shot, I envisioned Stephanie and me, hand in hand at about 20 feet deep, swimming away together into the watery sunset.

Cut to Day One on Catalina Island: High mountains dropping into the sea, creating a beautiful natural harbor for the city of Avalon. Sailboats at anchor below rainbow-colored houses hanging from the cliffs, all very romantic.

Stephanie and I step from a boat onto the dock. Followed by an art director, a makeup man/hair stylist, two photographers, two scuba instructors, a best boy and a best girl, 10 people in all. Fifty-three bags of photographic gear and other miscellaneous tidbits follow right behind us.

A 10-passenger van and a two-ton luggage truck wait at the dock. Chris, the prop master, waits by the van. Ten rooms wait at the Catalina Canyon Hotel, a really great place to be romantic when you're alone.

As we ordinary mortals have suspected, show business is always very interesting to observe. I therefore give you a brief summary of my quiet weekend with Stephanie Beacham through the eyes and exercise interests of those who made our weekend unforgettable.

John Zimmerman, the photographer, brought 33 bags. This was a light shoot for John baggage-wise. When he shoots those Sports Illustrated swimsuit covers he takes 60. John looks as though he should be in the movies. He's tall, chiseled, handsomely maned in white, muscular, tanned (even the avocados look tan in California) and a tennis player. "That's all I have time for," he said.

It was not John's fault, but John is really the "villain" of this weekend. He's so good at his craft, so meticulous, so aware of photo opportunities that even a cough took hours to film.

Phrases like "Let's try that from another angle" or "The light, the light" echoed through the canyons of Catalina with the regularity of a foghorn.

Meanwhile, standing behind Zimmerman as he worked, Tony Perez (four bags) was shooting the "historical" shots: The whole lot of us watching John shoot Stephanie with her snorkel; Gerry Munchweiler (three bags), makeup man/stylist, recombing Stephanie's hair each time a piece of scuba equipment dared to muss it; Ira Friedlander (two bags), American Health magazine's art director, looking over John's shoulder as I looked over Ira's.

Gerry Munchweiler, incidentally, doesn't exercise, smoke or drink alcoholic beverages. He is tall, trim and very Hollywood: layered clothes, shirt collars that look like bird's wings stuck in the up position, and cotton sweaters around the neck -- all thrown together with a casualness that would take me hours to achieve.

Tony Perez does like a good Corona beer or two, but he works them off with lots of swimming and sailboarding in the ocean. He also is real big when it comes to zoiding people.

Welcome to California. Zoids are little pieces of colorful wet-suit material with stickum backs, about the size of dimes and quarters but in all shapes. Zoids are artfully arranged on apparel or, if you are a woman or a very California guy, put on your ears. Stephanie wore them on her wet suit.

Ira, a gentle, professorial man with twinkling eyes and easy manner, is a big walker and a competitive one too. As we walked one morning, he continually picked up the pace, an unspoken challenge taken up by me. But though we are both big walkers, neither of us was used to the abrupt verticality of this beautiful place. The next morning I was getting ready to call Ira and beg off when he called me with the same idea. I acted disappointed.

During all this walking and picture planning and taking, Stephanie was not with me as you may have surmised. Nor was she lounging by the pool enjoying that quiet weekend I had promised. She spent her time with Blake Rumsey (nine bags, all scuba gear), Jim Hicks (two scuba bags), Kathy Dean (an overnight case) and Chris (the guy who hauled everyone's gear and in particular Stephanie's tank). Blake is an instructor at the National Association of Underwater Instructors college in Laguna Niguel, Calif. Jim Hicks is president.

These two guys actually taught Stephanie scuba, for which I will not forgive them. They went swimming up and down the pool with her practicing snorkeling. They showed her how to rig her scuba gear. Blake even got to practice buddy breathing with her.

But Kathy Dean seemed to get along best with Stephanie in the teaching situations. Because Kathy, administrative assistant to the president of the National Association of Underwater Instructors college, doesn't like fish. The only fish she associates with are on her plate, preferably poached. Stephanie liked that attitude because by the second morning scuba was looking like an intimidating and demanding sport. Good information taught to her was hard to remember between distracting clicks of the camera; the ocean quite suddenly looked forbidding compared to a pool; and a beach entry dressed like a mummy in a wet suit and weighted down with a compressed air tank (about 45 pounds) was positively terrifying.

For five months, I had dreamed of leading Stephanie Beacham into my wonderful underwater world, but when that moment finally came, I was a bit worried. As she snorkeled out from shore for her first real dive, she looked tired and uncomfortable. She seemed even more uncomfortable as we began to descend the dive rope about 12 feet into a large kelp bed, dramatically beautiful but so massive even I felt a little insecure. Was this any way to introduce someone to such a pleasant sport?

And then I saw it. Positioned behind a 100-foot arch of kelp was ace photographer John Zimmerman, camera at the ready. Suddenly Stephanie was in her element. She took my hand and began to scuba with the practiced grace of a Cousteau toward the arch, nearly pulling me behind her. Click. Click. She pulled me in a circle through the arch again, this time with hundreds of fish swimming with us. Click, click. Again and again.

After 15 minutes, Stephanie pulled me to the surface. She didn't look tired now and she didn't look afraid either. "Is that a wrap, Ira?" she yelled. "Yeah, that was great, Stephanie."

"Good," she said and started swimming toward the shore rapidly. I swam after her astonished and amused at the turn of events. I had wanted to teach Stephanie Beacham to dive, but in the end it was she who taught me how a pro responds to a difficult challenge.

I said that as we struggled up on the rocks. "Thanks," she said. "But, Remar, do you really think this was restful weekend? If you do, I'm busy next time."