It was about 2 in the morning, deep in the darkened recesses of Pinewood Studios, outside London. "No Visitors," a sign on a door cautioned, behind which director Stanley Kubrick and his crew were quietly filming Tom Cruise as Dr. William Harford, walking into the apartment of a prostitute, played by Vinessa Shaw.

Over and over and over.

Through the door, down the cramped hallway, into the kitchen, past the dirty dishes, stopping at the edge of a bathtub.

Finally a crew member walked up to the weary actors and said, "That's it. Sixty-nine takes." That's a wrap? they asked. No such luck. "We just broke the record of 'Full Metal Jacket,' " he said, turning away. (And Kubrick racked up more than 100 takes for a single scene in "The Shining.") Filming went on until the director was satisfied.

Kubrick died suddenly at age 70 in March, a few days after completing the edit of his 13th and final film, "Eyes Wide Shut," a tale of jealousy and sexual obsession set in contemporary New York. (It opens tomorrow.) It's as if he was exhausted by his own exactitude. Fifty-six weeks of shooting. Another full year of editing. Reshoots. Rewrites. Recasts. Rebuilding sets. Absolute secrecy throughout.

"In this business, being called a perfectionist is a euphemism for 'pain in the [rear],' " says Sydney Pollack, the director and sometimes-actor who plays a wealthy sybarite in the movie. "But Stanley was truly a perfectionist."

Pollack, in fact, was hired to replace Harvey Keitel, who had already played the scenes in which he welcomes Cruise--doctor to the pampered upper class--and his wife, Alice, played by Nicole Kidman (Cruise's real-life wife), to a lavish Christmas party. The party, at which both partners flirt heavily with other people, becomes the catalyst for their descent into a 48-hour abyss of carnal curiosity fueled by mutual mistrust and anger.

But something about the dialogue between Cruise and Keitel kept bugging Kubrick. In typical fashion, he decided to skip ahead to other parts of the story and come back to it. Keitel couldn't hang around. Similarly, after shooting an entire scene in which Cruise pays a house call to comfort a dead patient's daughter, then played by Jennifer Jason Leigh, the director decided the set didn't look authentic. He decided to rebuild it elsewhere and reshoot the whole thing. Leigh couldn't stay. Kubrick hired Swedish actress Marie Richardson to replace her. And so it went.

The result--after months of rumor and innuendo, most of it false--is an intensely personal statement about the nature of human relations. Kubrick, known for his cool (not to say cruel) pessimism in such culture-shaping films as "A Clockwork Orange," "2001: A Space Odyssey" and "The Shining," has delivered his final word, and it is neither cool nor cruel nor pessimistic. Instead, it is an exploration of the twisted politics of intimacy.

"He has thought about this film since 1971," says Jan Harlan, Kubrick's collaborator for 30 years and the producer of "Eyes Wide Shut." "It's part of a big maturing process for him. It could not be put together quickly."

But there is no question that the director's exhaustive method, and the emotional reach he demanded of his actors, took its toll on everyone involved. "At times, it was really hard," Tom Cruise admitted, as he ran the media gantlet outside the Los Angeles premiere on Tuesday night. "Being able to say you will really explore jealousy, lying, obsession--all the things you don't normally want to explore--that was tough. But it's also extremely stimulating and exciting, so I'm glad I did it. There was a lot of honesty involved. Intimacy."

He paused amid the dazzling camera flashbulbs, his agate eyes glinting green, his wife--barely dressed in a purple miniskirt and matching halter top--looking as if she might burst into tears. "It's been a really strange three years," Cruise finally says. "And a really wonderful three years, too."

Carte Blanche

From the start, the film's alleged subject matter and the elaborate secrecy surrounding it fueled speculation about the production. But no, Cruise doesn't dress in drag and no, Kidman is not a junkie. And sorry to disappoint, but there isn't even one explicit lovemaking scene between the real-life couple. Instead, "Eyes Wide Shut" follows Dr. Harford and his wife from the Christmas party to their New York apartment, where the next day an argument ensues over jealousy and fidelity. Harford becomes obsessed with a sexual fantasy confessed by his wife and descends into a lurid subculture of prostitution, pedophilia, ritualistic orgy and, possibly, murder.

The subject matter is dicey enough, but in the Hollywood of today, who gets to work the way Kubrick did?

Warner Bros., which had a three-picture deal with the legendary director (he delivered only two), wrote a very big check--budget estimates run to $65 million--and essentially said, "Let us know when you're done." Kubrick let a couple of top executives read the script once--in a hotel room in London, while one of his assistants supervised--and then sent them packing.

Hollywood's biggest star and his wife moved to London for a couple of years to act at his pleasure. They would rehearse for days and days before shooting, then rewrite scenes entirely at the end of the filming day to reshoot the next. Most scenes didn't have 69 takes, but plenty went more than 50.

"After the 40th take, you're not thinking about remembering your lines anymore," Shaw says. "It's automatic. It's kind of nice."

The crew was tiny, and Kubrick shot the most intimate scenes himself, with only his two stars present. That helped keep costs down, if nothing else. "We'd spend in a week what most productions spend in a day," Harlan says. "It was so intimate," he continues in a low voice. "So quiet. When they'd be shooting these scenes, Nicole spoke about at this level. No louder. There was total quiet on the set. Sometimes you could even hear the camera rolling."

Here's how meticulous Kubrick was. Todd Field, who plays a former classmate of Dr. Harford, would rehearse a scene with Cruise and Kubrick. Says Field: "Tom would say, 'What about if we do it this way?' " A script supervisor would retype the pages for that scene and return them, only to be confronted with more changes, so that every 25 minutes to an hour a new version of the script emerged.

"Kubrick was always trying to distill it," Field says. At the end of the process, the 10-page scene was the same length, "just a different 10 pages."

Co-writer Frederic Raphael recalls being approached by Kubrick to work on the movie. The director sent him pages of a novel, but refused to tell him where they came from. (They were from a turn-of-the-century intrigue by Austrian writer Arthur Schnitzler called "Dream Story.") When they met, Kubrick brushed aside Raphael's inquiries about the origin of the story and peppered him with his own questions: "Think you can do it? Think it's dated?"

Kubrick never told him about Schnitzler until the writer signed on.

Those who knew Kubrick have watched "Eyes Wide Shut" with eyes open to this legendary care. The director lovingly re-created an authentic-looking Manhattan West Village on the Pinewood Studios lot, complete with faded shop signs, a darkened jazz dive and grimy apartment buildings. Cruise's car, one former Warner Bros. executive noticed, has MD license plates.

"I found myself so distracted during the movie, I kept looking at the phone booths and mailboxes and thinking to myself, 'Who had to ship all that stuff over to him?' " says Bob Dorfman, the former executive who had to do that sort of thing on "A Clockwork Orange" and "The Shining." "I always thought Stanley was brilliant. Nutty, but brilliant."

Fears and Tears

Kidman, who moved skittishly about the premiere, had good reason to be nervous. Unlike Cruise, she spends a good deal of the movie undressed. And her role--filled with raw, emotional displays--is arguably the more complex of the two leads.

But she's not the only one who's nervous about "Eyes Wide Shut." Warner Bros., which laid out a bundle, is taking some heat for inserting digital pasties into a key orgy scene to avoid an NC-17 rating. (Despite considerable sexual activity and full frontal nudity, "Eyes Wide Shut" is rated R.) European audiences will get to see the film as Kubrick intended.

But mostly the studio is concerned that what is essentially an art house film made with big movie stars won't appeal to Middle America. That remains a big unknown. "Many serious films become giant hits," said Warners Co-chairman Terry Semel, loitering on the red carpet outside the premiere. Goldie Hawn bounded up and gave him a kiss. "We're hoping and assuming it will be the most respected, and the most commercial, Stanley Kubrick film ever."

Of course, this is not the first time Kubrick made an art film for mass consumption; one could argue that all of his movies sought that elusive mix. Kubrick was demonstrably a maniac in creating his art, but he was also eager for recognition and success. It was he, after all, who cut the 90-second trailer that set tongues wagging over the movie's content: Cruise and Kidman, nude from the waist up, kissing passionately as Kidman eyes herself in a mirror. The spot aired for exhibitors in Las Vegas this spring.

It was one of the scenes they'd rehearsed at length and shot in private.

"He chose that clip. He didn't explain why he chose it, he just sent it to them," says producer Harlan. "He always took risks. He always went on thin ice."

But the combination of the media furor over the intimate trailer and Kubrick's fatal heart attack, both in early March, was enough to send Kidman, at least, into an emotional whirl. Until Tuesday's premiere in Los Angeles, she had seen the film only once, in March, five days before the director died.

"I didn't realize how much people would see it as Tom and Nicole instead of Bill and Alice. I was naive in that regard," she said. "I thought about it, but I didn't realize how much it would be interpreted that way."

Both, however, seem convinced that the experience was worth the effort.

At the premiere, Kidman was asked what she would say to Kubrick if he were there. Her pale blue filled with tears as she answered:

"Thank you."

CAPTION: "Stanley [Kubrick] was truly a perfectionist," says Sydney Pollack (shown with Tom Cruise). Notes Vinessa Shaw: "After the 40th take, you're not thinking about remembering your lines."