KNOCKOUT - by Christopher Bagley

It's past noon on Mother's Day--prime time for brunch in SoHo--and Prince St is crammed with people ambling in the sunlight, deciding where to wait in line for a $14 omelet. But six floors above the sidewalk, in Brad Pitt's one bedroom suite at the mercer hotel , there isn't much sunshine at all. The linen curtains are drawn, and there's a fire in the fireplace; on the floor near the door is a silver breakfast platter ready to be cleared away.

Yes, Brad Pitt slept here. In fact its pretty obvious that he was still sleeping here just a few minutes ago. "It was kind of a late night," says Pitt , sleepy eyed and scruffy in a long sleeved T-shirt , brown chinos and sneakers. He was up past 2 a.m., he explains, drinking with friends in the hotel bar and watching a tv documentary about people who survived attacks by grizzly bears.

But if Pitt needs some extra time to adjust to the daylight on the humid spring Sunday, its easy to forgive him, considering the company he's been keeping lately. In his upcoming movie Fight Club, the actor reteams with director David Fincher (Seven) to play the darkest character yet, a man who finds enlightenment by beating other men senseless--or, better yet, by getting pummeled to a bloody pulp himself. With its graphic exploration of the psychology of violence (and a subplot involving bath soap made from human body fat) the movie is being touted as a millennial answer to A Clockwork Orange. "Fincher is picking up where Kubrick left off, if you ask me," says Pitt, firing up a Marlboro Light and sitting down in a club chair. "But we'll see what the elite has to say."

Although Pitt seems perfectly at home in the chic, minimalist Mercer--he's a design buff who really knows his wall sconces --he has contributed a few finishing touches to the door, including a half empty box of Cracker Jacks. And its not long before he begins to exhibit further traces of amiable Missouri frat boy who left college 13 years ago and drove to Hollywood in a beat up Nissan he called Run-around Sue. When room service delivers two magnum bottles of Evian to the room, Pitt ignores the glasses and swigs the water straight from the bottle; at one point, he joking refers to his recent dud Meet Joe Black as "Meet Joe's Crack." But he's consistently polite, self deprecating and inquisitive. He makes a point of maintaining direct eye contact, and he's always tries to give thoughtful response , even if he's not entirely happy with the question.

Fight Club raises a few disturbing questions of its own. In the film, which is based on Chuck Palahniuk's 1996 novel and due out in early August, Pitt stars alongside Edward Norton and Helena Bonham Carter as Tyler Darden, the enigmatic founder of a network of underground clubs in which men pair off to pound each other with their bare fists until they can't fight any longer. Most of the clubs' members are young professionals who are feeling numbed by their daily routines, and the brutality provides them with a visceral thrill that they can't get from their families, their touchy-feely support groups or their expensive new furniture. As Tyler gains his followers' trust, he begins pushing them toward even more dangerous and anarchic deeds, until the violence threatens to get out of control.

Fincher calls Fight Club 'a study of emasculation and insanity, but in certain ways, Pitt argues the movie actually has some kinship with his earnestly pacifistic film Seven Years in Tibet. "It's about the same search for enlightenment, in a sense, coming from the other side of the spectrum," he says. "It's about getting out of these things that trap you, that chain you, these societal traps .... It's about having no fear. What are you frightened of, really?"

Pitt says he's not much of a fighter in real life: He remembers just a few scuffles in high school, none of which caused any serious damage. "Just ego damage," he says, smiling. "I lost one of them and I won one-probably because I grabbed the guy's nuts or something, took a cheap shot."

Although he obviously doesn't share Tyler's passion for brutality, Pitt acknowledges that, like everyone, he's subject to the occasional violent impulse. Asked what triggers those urges, he takes a long pause, then begins speaking carefully, using the second person. "Well, anytime you're you feel threatened, whether it's real or imagined," he says."And sometimes you get to a point when you get so fed up with that. you would hit this masochistic stage, because you're tired of that."

Any specific examples?

Another pause, another swig of Evian. "It's not something I'm so clear on, you know? I think I spend more time trying to push down any kind of rage, and I'm just now realizing that I'm sitting on a big f--ing box of it, right? That surprised the hell out of me." He declines to elaborate further, except to state that he doesn't know what he's going to do with this newfound crate of anger. "That's my question," he says.

But if Pitt has been feeling a little cranky lately, he's got plenty of excuses. Over the past few years, he has faced a series of well publicized set backs , beginning with the 1997 controversy over Alan Pakula's The Devil's Own. (Pitt griped about the chaotic production to a Newsweek before the film's release, then had to backpedal as the negative buzz got even worse.) That summer, Playgirl published the infamous paparazzi photos of Pitt and Gwyneth Paltrow frolicking nude in St. Bart's. Around the same time came the breakup with Paltrow, which is being dissected in the press two years later, much to Pitt's bewilderment and chagrin. Last winter, an overzealous female fan broke into his Los Angeles house; he wasn't there, so she put on some of his clothes and went to sleep. (The woman eventually pleaded no contest to a trespassing charge, but that didn't stop her from going on "Leeza" to announce to Pitt that she was "ready to come home now.") At the box office, meanwhile, the disappointing results of Pitt's last three films- Years in Tibet, The Devil's Own and Meet Joe Black-weren't helping matters much.

Not that Pitt is one to complain: His troubles, he says, "weren't worse any than anyone else's. I walked into a couple of traps, into the minefields, that's all. And I'll step in a few more. Everyone gets it."

He did retaliate against Playgirl, however, hitting the magazine with a successful lawsuit that forced it to recall the issue in which the photos appeared. "I just felt like that really crossed the line," Pitt explains. "And if they weren't going to be accountable for themselves, then I wanted to make them accountable. Because I would never do that to someone .... I would not have been there unless I felt 100 percent secure. Listen, I check these things out. We were on private property, and this person broke laws to get there. It's just so covert and hideous. It's more than just [the photos], it's that invasion. It's not right."

As for the media's ongoing interest in his breakup with Paltrow, Pitt just,wishes it would subside. "That one keeps getting brought up, and it's been two years," he says, shaking his head. "I don't know that anymore. I have this new thing going now and we're trying to .... That one was no different than any other two people together. I don't know why that one still gets brought up."

Not surprisingly, Pitt and his current girlfriend, Jennifer Aniston, have fiercely guarded their relationship from the press; they've completely avoided the topic in interviews and have even tried to thwart the paparazzi by showing up at the same premiere in separate Limousines. Today Pitt allows himself a couple of bursts of candor, although he makes an effort to steer the conversation toward the general and the hypothetical.

He says he disagrees with the theory that it gets harder to fall in love as one gets older. "I haven't found it to be that way," he says. 'I've found it easier. But then again, your ideas of love change. I mean, you thought you were in love when you had the little girlfriend in sixth grade. You thought that was it. Now you understand what's important for you, what's important for the team, what's important for her as you get to know her."

Ultimately, Pitt says, he thinks he'll probably be happiest following his parents' model for a relationship marriage, children, happy home. Is celebrity making that difficult? "Listen, there are hard periods," he says quietly. "But, I mean, I've certainly found workability. I have it the best now that I've ever had it."

Without uttering Aniston's name, he confirms that they're about to take a long vacation together in a place they'd rather keep secret. (A few weeks ago, planeloads of photographers flocked to St. Bart's, reacting to a false rumor about the couple's imminent wedding there.) "It's mind-blowing," says Pitt. "I don't know where it starts. Someone make's some assumption, prints it, and the other magazines pick up on it. And then the ball's rolling. They keep printing that we're pregnant and that we're getting married on this day-and then when it doesn't happen on the day they said it would, then they get a whole other week's worth of fodder on why we didn't get married. And then they make something else up."

Pitt seems more amused than angered by the attention, and he says he has managed to learn some lessons from it all. "You just start seeing it for what it is, and it's not that much," he says. "You know, what's great about this celebrity thing is you learn that nothing's personal. People like you, they don't like you, they say what they want to say. And really most of it has nothing to do with you-just what you represent in their eyes. What can you do? Nothing. So why worry about it?"

He still remembers the thrill of spotting his first big celebrity -well John Cusack-after moving to L.A. in 1986. "I'd only been there a week." he recalls. "I went to a Fishbone concert, and there was Cusack! That was cool for me. I got off on it -I said, 'Wow, I'm here. Excellent!' " (Pitt usually refers to other men by their last name only, whether he's talking about "Wahlberg" as in Mark, or Liaigre, as in Christian, the French designer responsible for the Mercer's interiors.)

Five years after Pitt's arrival in Hollywood, Thelma & Louise finally showcased his extra- ordinary charisma--and torso--to full effect, instantly turning him into a sex symbol. He's now 35, and his heart-throb credentials have suffered no apparent damage, despite the periodic letdowns at the box office. In 1997, a few days after he showed up in a deserted region of Argentina to shoot Seven years in Tibet, the crew had to construct an enormous metal wall around his house to protect it from the hundreds of screaming girls who'd descended on the place. "I'd never seen anything like it." says B D Wong, one of Pitts co-stars in the film. "It's not like with most stars, where people have this mild curiosity. With Brad, its so visceral, so hormonal. People get all screamy and unmanageable." Even Howard Stern has often rhapso- dized about how sexy Pitt is.

"It's almost like the curse of the beautiful woman," says Laura Ziskin, president of Fox 2000, which is releasing Fight Club. "Brad is just so astonishingly good-looking, and I think that is a kind of torture for him. He always has to try to get people beyond that. He tries to make himself look bad, but he just can't. " For Fight Club, Pitt had a cap removed from his front tooth, leaving him with a menacingly crooked smile. "He beats himself up, he chips his tooth," says Ziskin. "And he's still beautiful."

When Norton and Bonham Carter are asked about Pitt, both turn gushy: adjectives lik"genuine", "grounded", "thoughtful", "principled","smart" and "easygoing" come up one after the other. "I can't say enough good things about him," says Norton, who was especially impressed by Pitt's ability to round out Tyler's sinister side with a rascally, seductive charm. Bonham Carter first met Pitt at last year's Oscars,which she attended with her mother, a psycho- therapist. Although Mrs.Bonham Carter had read the Fight Club script and was dubious about its appropriateness for her daughter--"It's not life enhancing, darling,"she said--she was instantly won over by Pitt. "He's really well adjusted and decent--a real gentleman," says Helena. "And he's amazingly unspoiled by the stardom he's been burdened with."

For now, it seems, Pitt will continue his effort to transcend that burden onscreen: He doesn't want to play any more good lookin' studs or golden boy romantic heros, or any other roles he's played before. "I just can't keep doing the same thing," he says. "Complacency is boredom, boredom is death." Choosing movies based on their box office prospects, he contends, is also a dangerous habit. "You can't," he says. "That's death. Death. Not that I haven't made a couple of choices because of that, but I wasn't happy doing it."

While many of Pitt's fans might wish he'd just give in and play a tanned, horny lifeguard, Ziskin says the actor is sincere about trying to manage his career with integrity, a concept that some Hollywood cynics can't comprehend. "He's a centered, decent, good guy who wants to challenge himself as an artist--he really, genuinely does!" she says. "I know we all kind of say 'Oh, come on--art? In the movies?' But Brad does want to challenge himself." Fincher agrees, noting that commercial factors are rarely a consideration for the actor. "I don't get the idea that he's living for [Daily variety columnist] Army Archerd's idea of whats good for his career, " the director says.

Pitt has been flirting with several projects this year, including a Miramax road-trip comedy, Waking Up in Reno, in which he might star opposite Aniston, and an indie drama called The Courier. He's no longer in the running for the lead in Cameron Crowe's follow-up to Jerry Maguire--that role went to Billy Crudup. (Some reports claimed that the producers balked at Pitt's $15 million price tag, but the actor says the role just wasn't a good fit.) Whatever the choices he makes, Pitt says, he wants to be certain about them. "I take it very seriously, because you dedicate so much of your life to it," he says. "And now I've found that I really have to understand the piece, or I'm s_ _ _. You have to find something interesting. When I started out, everything seemed interesting. Now that's getting streamlined.'

He says he definitely won't shy away from more dark, provocative dramas,even though Fight Club seems destined to get drawn into the current debate about the destructive influence of violence in the movies.(Tyler's bad deeds, incidentally do not go unpunished.) If art is going to be engaging, Pitt argues, it has to reflect the times--and we're not living in an innocent era. "It's not the Fifties anymore," he says. "Now we've learned that teachers don't always teach, and lawyers aren't necessarily about justice. And doctors aren't always about healing--sometimes they're knocking out their patients and copping a feel, getting in a little diddle. We know that parents mess with their children sometimes."

"It's not necessarily darkness," he adds. "It's reality. This is just the world."

He stubs out his last cigarette and starts to get ready for his next engagement, the photo shoot for the Fight Club poster. Outside the hotel, in the street, a black Sedan is waiting.

But Pitt, it turns out, still has one more thing to say.A week later, after he and Aniston have safely escaped to Europe ,there's an unexpected phone message--a low, distant rumble on the answering machine: "Hey, it's Brad Pitt. I'm calling from the depths of Spain.....We're in transit, so I'll try you again later."

There's no hint about the purpose of the call. Career news? A wedding announcement? Second thoughts about something he said?

Pitt leaves a second message, then a third, saying he'll try again soon. But the call never comes.

He doesn't leave a number.