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Apologizing profusely as she brushes past people's knees, Brooke Shields runs to take her front-row seat at the most anticipated show at New York Fashion Week.

She hugs her friend, takes off her Jackie O sunglasses and settles into a tiny chair next to glamorous "Sex and the City" author Candace Bushnell.


The scene could be straight out of Shields' everyday life but the digital clapperboard, booms and bustling TV crew a few feet away reveal it's actually the star's latest acting gig.

Bushnell is playing herself, just for kicks, in a cameo role in the TV pilot for "Lipstick Jungle," based on her fourth novel.

The action takes place on a custom-built set inside a giant Brooklyn sound stage, painstakingly modeled after the famous Bryant Park tents.

"It's like I'm shooting my own reality show," laughs Shields, 41. "My character, Wendy Healy, is juggling a career and kids, just like me, so it's like I've got a camera following me around all day."

The Daily News was the only newspaper to be invited behind-the-scenes of the new show, set to premiere on NBC this fall.

If the one-hour special is successful, it will be turned into a prime-time series, following in the high-heeled footsteps of "Ugly Betty," "Desperate Housewives" and, of course, the international HBO hit, "Sex and the City."

"It would be wonderful if it was picked up," says Bushnell, 48, who published the novel in 2005. "Obviously I'm biased but it has a fabulous script, very close to the book, and the production and casting are everything I'd hoped for."

The story follows the fortunes of three female power brokers from the Big Apple who must keep ahead of their rivals, all while dealing with irksome domestic issues such as spoiled kids, lazy husbands or boy-toy lovers.

They're a decade older than the popular "Sex and the City" quartet and face challenges that make Carrie's heartbreaking pursuit of Mr. Big seem like a pleasant diversion.

Shields' Wendy Healy is a top-flight movie executive desperate to nab an Oscar. Kim Raver, of "24" fame, plays Nico O'Neilly, editor-in-chief of a glossy magazine who is fighting off cutthroat rivals while conducting a raunchy affair.

Lindsay Price ("Pepper Dennis" and "Coupling") completes the trio as unmarried fashion designer Victory Ford, whose new collection is badly received.

The fashion show set was built for the program's opening scene, in which Victory puts the final touches to her models before they take the runway.

One sequence, where Price grabs a cigarette from a model but still takes a puff before stubbing it out with her Manolo Blahniks, is shot time and again.

It's a frustrating process because not only do pilots tend to take longer to film because the directors strive for perfection, but several versions are shot with and without the cigarette.

"It's got to satisfy the censors," explains one of the property masters. "With 90% of New York City cabs advertising the campaign against smoking on TV and in movies, you can't be too careful."

NBC has invested millions of dollars in the project - with a big budget for elaborate stage sets, flamboyant outfits and plenty of extras.

The network even hired a private jet for a scene filmed at Westchester County Airport.

Costume designer David Robinson was commissioned to make Victory's "collection" - including a few pieces which proved a hit with Bushnell, one of three executive producers.

"I absolutely love his clothes," she laughs. "I'm going to buy some of the dresses as they're too good to waste."

Shooting the pilot in New York was a no-brainer because the city is featured so prominently in the book.

Shields, who was born in Manhattan and has a second home in the city, caused a logjam in Central Park as on-lookers watched her rowing across the lake in front of the Boathouse restaurant.

And then there was pandemonium in the lingerie department at Bloomingdale's when filming ran long and customers started to pour in as the store opened at 10 a.m.

"It was great to come to New York but there were issues we wouldn't have faced in L.A.," explains California-based executive producer Eileen Heisler, who co-wrote the script with her business partner DeAnn Heline. "We were filming in a brownstone which was so narrow we couldn't be on the same floor as the actors.

"Candace, DeAnn and I were sitting watching the monitors in the basement with the windows open so the cables could be trailed in from above."

Another challenge was the unseasonably frigid weather in mid-March. "It started sleeting and it was impossible to see what we were doing," recalls Heisler, who says the average working day was 15 hours.

"We have been putting in some long hours," agrees Shields, who brought along her two daughters - Rowan, 3, and 11-month-old Grier - for the two weeks of filming in the city. "But we've taken advantage of our leisure time, going to the Natural History museum, 'The Lion King' and lots of play dates."

Bushnell, meanwhile, never left her own "baby" unattended and watched every moment of filming.

The project has been a long time coming because the script had to be reworked, delaying the filming schedule. Gina Gershon, 44, who starred in "Showgirls" and "Bound," was originally cast as Wendy but had other commitments when the show went into production.

Now that the show has been completed, Bushnell can relax a little - at least until the powers-that-be make the all-important decision of whether to develop the pilot into a series.

The writer is disarmingly modest but, with persuasion, allows herself a little pat on the back.

"We shot a scene a couple of blocks from the street in Greenwich Village where I first lived in New York, aged 19, with practically no money," says Bushnell. "I walked around the corner and saw lots of people, trailers, tables, lights and cameras, all ready to start filming.

"I felt proud for one second and said: 'Wow!'"