Okay, so Phoebe Cates agreed to play Lili again in "Lace II." But the Shakespeare.

For the moment she's back with a sequel to "Lace," the ABC miniseries of last season that captured the attention of a whopping 43 percent of the viewing audience. ABC hopes that enough viewers will follow Lili's pursuit of her father -- she sought her mother last year -- to make it the first miniseries this season to pull down serious Nielsen numbers.

Cates thinks that the audience will turn out for the two-parter, airing tonight and Monday at 9. "It's a lot of fun," said Cates. "People who liked 'Lace I' will like 'Lace II.'"

Cates liked "II" a whole lot better. "I felt like I had more control over what I was doing this time," she said. "I took an acting coach with me during the production."

She also took with her a far more well-rounded sense of herself as an actress. At 21, Cates has discovered acting -- serious acting -- and says she likes it.

Cates came out of a modeling background to play a series of teen film roles ("Fast Times at Ridgemont High," "Private School"). Since the first "Lace," she's been in "Gremlins" and, more importantly, has discovered the stage.

She appeared last year with Eli Wallach, Ann Jackson and Mary Beth Hurt in "The Nest of the Woodgrouse" in New York and is enthusiastic about rumors that the show may be taken to Russia and filmed there for cable TV. "tisfying thing I've done," she said.

Now she's waiting to hear about a couple of movie possibilities as well as more stage work. Whatever happens, "Lace II" should be her last run at television for a while.

"The way I look at it," she said, "I feel I've done a lot of TV with 'Lace' -- I and II. I'll stay away for a while."

It's all a part of an evolution for Cates, a period in which she is trying to make the transition from being considered just another pretty face to being taken seriously as an actress.

"I started acting before I realized I wanted to act," she said of her sudden switch from modeling. "Only in 'Fast Times' did I feel I was applying what I was hearing in class to my acting.

"One of my teachers told me that what I was doing in class was better than anything he'd seen me do in film . . . I thought, 'I'm really not acting.' That's when I decided to audition for plays."

One of the roles she was waiting to hear about recently was the part of Miranda in a production of "The Tempest" scheduled in Connecticut.

"I hated Shakespeare in high school," said Cates, but her recent class work has changed her mind about the bard, just as the past year and a half has been a time for turning serious about acting, especially on the stage. Among her discoveries has been th value of rehearsal and the stage actor's joy -- and challenge -- to make each night's play a bit better than the night before.

"Before," she said, "I thought I couldn't rehearse too much or it would go stale. Well, that's b.s. You discover nuances as you rehearse. The character can grow.

"I would say every night is a different experience. Each one is real, spontaneous and different. Each night is a chance to improve the character and to have something different happen."

And for two nights this week viewers will see Cates' effort to improve the Lili of "Lace I."

"I thought she was completely inhuman," said Cates of Lili-the-porno- star-turned-superstar who went in search of her mother in the first "Lace." "She was kind of a one- dimensional character -- too angry and bitter. I didn't believe her. Now she's more vulnerable, more sensitive, a lot more real. She gets angry, but it's more justified when she does."

Generally, Cates said, she encountered no resistance to her idea to play Lili her way. "There were a couple of times they wanted me to rant and rage," she said. "Thank God I had my acting coach there, and she could stick up for me."