NEW YORK -- Sandra Bernhard scares people. Terrifies them. The slinky, barely-there dresses. The maniac eyes. The feral eyebrows. The militant nostrils. The thrusting lips. They intimidate and confuse and mystify.

Especially the lips.

She grew up in Flint, Mich., and Scottsdale, Ariz. Her father was a proctologist, her mother was an abstract artist. "So that's how I see the world," she says. He smoked Kents and wore Kreml in his hair and called her his "little Sputnik." In the autumn they used to burn leaves together. Once, when she was in the fourth grade, she had an outbreak of hives, and while her mother gave her cucumber-and-nut sandwiches, her father calmed her with hypnosis. The hives went right down.

In "Without You I'm Nothing," the one-woman off-Broadway show that she and her collaborator, John Boskowich, have just recently turned into a film, she talks about her three older brothers -- Dan, Dave and Mark -- and how, "though there was really something great about growing up in a liberal, intellectual, Jewish household with three sensitive older brothers," she dreamed of being gentile, and of Laura Ashley dresses and glazed ham with cloves at Christmas and Clinique skin-care products.

She has written that she likes everything about her body except her feet. They disturb her. The clothes designer Norma Kamali said they looked like fish.

In "Confessions of a Pretty Lady," her collection of atonal autobiographical musings, she remembers things like getting a sparkle paint set for her first Hanuka and learning to play "Hail, Hail, the Gang's All Here" on the ukulele and staying up late to watch Carol Burnett in "Once Upon a Mattress" on TV.

The childhood photograph on the dust jacket of her book captures her as an adorable, precocious but slightly haunted pre-teenager, the kind with problems and wild imaginative flights that go along with brains. She remembers that she used to sleepwalk and that she was afraid of spiders and the pine knots on the walls of their basement because they used to turn into bizarre, distorted faces. Everything about her tells you that she was spoiled rotten.

She says in the film that in 1964 she begged her father to take her and her brothers to see Barbra Streisand in "Funny Girl," which was "hot, hot, hot, hot, hot that summer," but he couldn't get his hands on any tickets, so instead he took them to see a matinee of Sandy Dennis in "Any Wednesday."

Formative years. Some things you just never get over.

She puts herself on display in a way that seems to go far beyond comedy, far beyond taste and comfort and easy digestibility. She likes the raw edge, the place irony doubles back on itself, where the line between sincerity and mockery is smudged beyond recognition, and she herself seems not altogether certain which side of it she's traveling.

This is the point at which comedy atoms are split. And it's in moments like these, when an audience isn't sure whether to laugh or cringe, that Bernhard is at her best. Her specialty is taking things too far, to the point where your impulse is to look away. Onstage, something about her, something in her manner, in the way she gets right up in your face emotionally and DEMANDS your attention, makes you queasy, makes your skin crawl, makes you want to run for your life.

And she knows it.

"I mean it's really about humanity," she says, drinking coffee and picking over her interviewer's food at a New York restaurant. "And if somebody's in touch with their humanity they're going to respond to my work. If they're hypocrites, if they're arrogant, if they're condescending, if they're racist, if they're sexist, if they're homophobic -- whether it's closeted or out there -- they're going to be deeply threatened by my work. ... I'm not interested in placating those people. Let them be uncomfortable."

If you've seen her only in her most volatile, molten state -- say in her edgy, disquieting appearances on the Letterman show -- you've gotten not so much a wrong impression as an incomplete one. Once she dragged her dress-alike pal Madonna on with her, instantly turning the program into a kind of demented slumber party with Dave playing the role of the cranky father. On another occasion when Bernhard was a guest, the show was unveiling a special new feature: the Monkey-Cam. Unfortunately, she and the monkey didn't get along and the monkey bit her.

But in person, there is virtually nothing of the gonzo personality she flaunts onstage. There are no put-ons, no rock-and-roll gangsterisms or wild gauchery. Never once does she belch or pick her nose. Her features, too, seem softer. When she's walking through the hotel lobby, dressed in a striped cotton T-shirt, jeans and baggy green cardigan, she seems a little lost, almost frail. Her hair is a tousle of Lucille Ball curls, and her skin is flawless. She's quite lovely, actually. Such a shayner maydl.

Her big breakthrough came in 1983, as the celebrity-deranged Masha in Martin Scorsese's "King of Comedy." Sitting across from a hostaged talk-show host, played by Jerry Lewis, she says seductively, "I just wanna, like, dance. I just wanna, you know, put on some Shirelles. I wanna be BLACK."

The performance earned her an award from the National Society of Film Critics. But since then, she's done very little movie work, appearing only briefly in the Muppet movie "Follow That Bird," Genevieve Robert's "Casual Sex?" and Nicolas Roeg's "Track 29."

She's aware that the acting career could be going better. In the film she says, "This is a very intense business to be in, let me tell you... . You know you're in trouble when you start resenting Linda Hunt. 'Oh, they found another project for her? I'm thrilled!' Dr. Haing S. Ngor gets more work than I do."

The harsh reality of the actor's life may have provided the motive for heading out on the road four years ago to put together the material for "Without You I'm Nothing." The film, which is the closest we come to getting the full Bernhard tour, developed, she says, in a very organic, very "from-the-gut" way. It emerged from improvisations, built mostly around songs and worked out with a keyboard player. "This is really how I work best," she explains, spearing a sliver of duck carpaccio. "Because music is so evocative for me. I mean, really, music had much more of an impact on my emotional life than comedy, growing up."

In its final form, "Without You I'm Nothing" gives us the the whole vision, complex, sometimes alienating, but all of a piece. The show is the work of a woman who's gotten her sleeve caught in the machinery of the Dream Factory. Everything gets warped into her vision. Popular songs and Cosmopolitan magazine. Andy and Bianca and Studio 54. Jazz and coffeehouses and beat poetry and Toni home permanents. Everything and everybody.

"Obviously, I want it to be emotional and as first-hand as possible," she says. "For me, though, the most important thing is that it be conversational. Like I was talking to a friend over cocktails. I was thinking in terms of cocktail conversation, you know, evocative cocktail conversation."

What we see when we watch Bernhard onstage is the spectacle of a woman turning herself into something she dreams of being, into something she's not. It's about being caught in the gravitational pull of stardom and fame, about wanting to be beautiful and sexy; about the romantic allure of show business, the glamour of being backstage and stepping out between the curtains and standing onstage in front of an audience with a combo behind you, playing your arrangements of your favorite songs, the spotlight pouring down on you and them loving you, all those people out there drinking Manhattans and Rob Roys and whiskey sours and martinis, loving you.

Just loving you.

Her routines aren't impersonations in the conventional sense. They're a combination of impersonation and critique, diary entries and commentaries and lonely, middle-of-the-night reveries. They're projections, really, movies and stage shows and concert appearances in which she gets to be the pampered, beloved star. It's about Hollywood and the movies. Not the real tinsel Hollywood, but the fake tinsel. The Jackie Susann, "Valley of the Dolls" Hollywood. The Cher Hollywood.

It's also about peddling goods that nobody's buying; about anger and self-disgust; about being Jewish, with "a hard to believe face," and not fitting in.

Her first performance, she says, was at a bar mitzvah in Detroit, where she channeled her obsession with Carol Channing into a stirring rendition of "Hello, Dolly!" And from there it's been an uphill climb. After high school, she went to Israel and lived for eight months on a kibbutz. Her job was vacuuming out the lungs of kosher chickens.

After that, she moved to Los Angeles, got a job as a manicurist and began hitting the club scene. She did stand-up mostly, in small clubs on open-mike nights, where the expectations weren't too high and she could get away with the disjointed bits and pieces she'd thrown together out of conversations with friends.

The one thing she never did was tell jokes. "I was never any good at that," she says. The one thing she always did was sing. (A couple of years ago she cut an album with only singing, no comedy, called "I'm Your Woman.") Essentially her act then was much like it is now, but in its infancy. "Less well-thought-out, and less complete, but basically the same subjects. Fashion, beauty, sexuality, reminiscences." The reaction early on was mixed. "Everyone encouraged me to be more conventional. More mainstream. But that just wasn't in the realm of possibilities. I used to get 'You're too hip for the room,' that was the favorite expression for me. 'You're too hip for the room.' Basically they just wanted me to be different."

Oddly enough, right from the start the emotional tightrope-walking came very easily for her.

"I never think of it as being really exposed," she says, wrapping her cardigan a little tighter around her. "I just, I don't know how else to be. I guess it comes from being raised in a very close family and always being pretty much on the table about my emotions. Our family is very emotional. And just pretty honest, I think. I just like to get to the heart of the matter, so to speak."

Bernhard's material has always had a frank, even randy sexuality; she lays it right out. "I'm a theme park. Come ride me." She's described herself in the past as an "emotional stripper" and says she still likes the way it sounds.

"Well, I'm comfortable because it's so obviously bigger than life, the way I present it. It's not really being intimate. It's not really being sexual onstage. It's just the essences of it, and the entertaining aspects of it. I mean, I have my own line that I draw, and things that I keep private. The things that I feel like talking about to me are not that far out there. I guess for the rest of the world they are, but not for me."

All this is spoken with a certain amount of condescension and fatigue, as if quantum physics were being explained to drowsy puppies. Her manner is that of someone who doesn't suffer fools easily and is pretty sure you are one. Exhaustion could explain a lot of it. She's been in rehearsals in L.A. for the new Bruce Willis movie "Hudson Hawk" and is stopping off here in Manhattan just briefly on her way to Rome, where the movie is being shot. Still, though as far as she's concerned nothing in her contract for the afternoon says she's obligated to generate good copy, she doesn't mind indulging herself, playing the bored, spoiled child and pushing the tension.

When asked if her work had any actual models or precursors, she declines any of the commonly drawn parallels. "No, I don't think there really are. My work is based on concepts that are different from someone like Richard Pryor or Lily Tomlin. I grew up on 'The Carol Burnett Show' and Mary Tyler Moore. What I do is more a hybrid of conventional entertainment and subversion of it. Pryor is more about the angst and the pain of it all. I don't like to compare myself to anybody else, 'cause I can't really get a grasp on what the similarities are. I feel more like Mary Tyler Moore than I do Richard Pryor."

When it's suggested that onstage she's a kind of nightmare Laura Petrie, the temperature in the room blasts the mercury out of its tube.

"You have your own little confusion about me ...," she fumes.

"Can you explain it to me then?"

"No, I don't want to explain. That's not my job. My job is not to come up with the material, present it and then later explain it too. That's unfair. Of course there's a certain amount of aggression and darkness, but there's a certain amount of aggression and darkness in everybody's life and relationships. You walk out on the street and you're going to be confronted with a million faces and attitudes and you're going to have to have a certain amount of attitude to survive. Otherwise you're going to be a loser. Yeah, I have a strong point of view. Of what I want in my life and who I am. I have to to survive. Whether I'm a secretary in San Francisco. Whether I'm Sandra Bernhard, the performer ... When I'm thrown into hostile situations, I respond accordingly like we all do. And I'm not bitter, because I'm taking care of myself. That's the answer."

An attempt is made to shift gears. Since the misunderstanding seems to have created some agitation, she is asked what she feels her work is about. "It's about complacency. It's about boredom, lack of stimulation, lack of glamour and excitement in the world. I'm trying to provide some of that."

She's has called comedians "scum" and says she would be happy never to walk into a comedy club again. "Maybe if Catherine O'Hara did an act I'd go see her," she says, thinking hard. "And if Joey Heatherton got it together again I'd go see her." When asked if she finds anything interesting in what Andrew Dice Clay is doing, she says she doesn't want to talk about it. "I've known him for 12 years and his act has changed quite a bit. I want to talk about things that I think are really important, you know. I mean I'd rather address Jesse Helms than Andrew Dice Clay."

Finally, something she really wants to talk about.

"I think he's a very threatened, frightened man who hides behind a religious and philosophical zealousness that is anti-life. Without the ability to express yourself artistically, sexually, emotionally, there is no life, and that's essentially what he's about. He's taking the core out of art and literature and music and the very nature of personal expression... . I think he's a dangerous, threatening, bad person."

Now that temperatures have cooled down a bit, Bernhard sneaks an ear around the corner to see if we can overhear Bryant Gumbel, who's sitting at the next table. She is asked if she feels misunderstood.

"No. I don't. I mean, if people really understood me, I wouldn't be very challenging. I think they understand enough so they want to come see it and they want to talk about it."

She thinks for a second.

"I think people are just not incredibly sophisticated when they talk about my work," she adds, a little puzzled. "I don't know where it's all gone wrong. I thought, you know, when I was growing up and my parents had cocktail parties, that, you know, the world was this incredibly sophisticated, urbane, snappy, canape-and-martini place. But it isn't. It's very disappointing. It's not chic and it's not sleek. It's a little bit lackluster, so people like us have to provide the glamour that we grew up on. And, you know, make sense of the knots in the wood."

Sandra Bernhard. "I'm a theme park. Come ride me."