Frank Baker is a taskmaster; his little brother Jack resents discipline. Frank is a middle-aged family man who is preoccupied with his thinning hair; Jack is an alley cat, a fiercely goodlooking bachelor who attracts women even when he would prefer to be alone to brood. Frank is annoyingly upbeat; Jack is gloomy and detatched. Trapped together on the outer edges of show business as journeymen lounge musicians, Frank and Jack have practically nothing in common, aside from their bloodline. But that's more than enough to bind them together, and provide the emotional core for "The Fabulous Baker Boys," 20th Century Fox's new fall release.

Written and directed by newcomer Steve Kloves, the movie is a downbeat, moody study of brotherhood, of the unspoken commitments which chain siblings together, even when that sense of obligation is detrimental to both. The Fabulous Baker Boys - pianists both - have been a minor fixture on the Seattle club circuit for years, Frank diligently driving their struggling career forward while Jack, whose heart is playing jazz, glumly follows his brother's lead. But when they bring in a gruff girl singer named Suzy Diamond (Michelle Pfeiffer) to boost their image, Jack finds himself drawn toward her, and toward the realization that he is no longer content playing "Feelings" to lounge patrons night after night. He resolves to break up the act, despite the fact that his brother's financial well-being is dependent on him.

In an inspired bit of casting, Frank and Jack Baker are played by Beau and Jeff Bridges, working together professionally for the first time. It would seem to be a natural pairing, but according to Beau, who plays the uptight Frank, there was initially some resistance to the idea of real-life brothers playing on-screen brothers.

"When Steve (Kloves) went around trying to set up the film, a lot of studios were concerned about having actual brothers playing the parts," Bridges reports, sitting in the coffee shop of a San Fernando Valley bowling alley which the actor frequently haunts. "They thought it would cause problems because they might get antagonistic toward each other, or that their egos would get involved. They also thought it might appear to be a gimmick."

Beau himself also had some trepidations about taking the role. The script was initially sent to Jeff, who in turn showed it to his brother, and Beau was nervous about appearing to ride on Jeff's coattails. As Beau candidly admits, his brother has a much higher profile in the industry. Where Jeff has become a sought-after leading man in films such as "Jagged Edge", "Starman", and "Tucker", Beau is a lesser-known talent, his best performances often having come as the overshadowed husband of a powerful woman (such as in "Heart Like A Wheel", and "Norma Rae"), Jeff had the clout to suggest who should play his on-screen brother, but Beau was uncomfortable with the idea that Jeff might be suggesting him for the role because of familial commitment rather than because he was the right actor for the part.

"But then I read the script and I said, 'My brother and I HAVE to do this movie. No one else can do it.'

"I got pretty aggressive (in pursuing the part)," Beau says. "I thanked Jeff for showing it to me, and I arranged to meet the director to see if I could win the role for myself. Steve and I saw eye to eye on the story and I got the part, but I think in the beginning it was due to my brother's instigation. So I owe him for that."

What brothers do - and don't - owe each other is the theme of "The Fabulous Baker Boys" so in that statement it becomes clear that parallels are inevitable between Frank and Jack, and Beau and Jeff. Over the course of the story, hard truths are finally brought to the surface between the on-screen brothers, and each ultimately acquires a new respect for the other. While Beau vows that there is little of the animosity that we see between Frank and Jack, the actor does say that the making of the film did introduce him to an unexpected side of his brother, who is eight years his junior.

"We were constantly in each others company for three months (during production), and it's probably been 25 or 30 years since that had happened," Bridges says of that period in which he "discovered" his brother. "Jeff is a real perfectionist. He likes to do a lot of takes to make sure that we've exhausted everything before we call it quits on a scene. I was shocked that he is as much of a perfectionist as he is, because the way I know him is as a pretty loose, easy-going guy. But on the job, he's very concerned about every little detail. I tend to not work that way, but I kind of approach (my acting) differently now, having worked with my brother. It's kind of given me a new inspiration in my work."

Approaching the role of the fussy, tuxedo-clad Frank was a real challenge for Bridges. Rightly or wrongly, lounge musicians have come to epitomize the word "tacky" and have become a ripe target for mockery, no more so than with Bill Murray's legendary send-ups on the old Saturday Night Live. But Bridges knew that such a broad caricature wouldn't hold up over the course of a two-hour movie, and besides, he likes lounge musicians.

"As an actor, I travel around a lot and live in a lot of hotels, and many times I've been in a town where the only entertainment to be had is what you find in the hotel bar or lobby. And when I've been away from my family and friends, I have felt good hearing some of those old songs. So I was hoping to capture some of that, to approach the character with some respect for what he did," says the actor in defense of Frank. "I didn't want audiences to just write the guy off as a jerk."

But a jerk is pretty much what Frank is, dragging his brother along on an increasingly bleak career, finally hitting rock bottom when Frank books them on a dismal, middle-of-the-night telethon. It's not unlike the times when a 24yr old Beau used to bring a 16yr old Jeff along to perform "Come Blow Your Horn" from the back of a truck in grocery store parking lots, and it is these private echoes of his life with his own brother that Beau most appreciates about "The Fabulous Baker Boys."

"The things I enjoy most as I watch the movie are the things that came through without even thinking," Bridges says, "At one point (in the movie), Frank is on his way out the door and he's teasing Jack about something. I was walking down a staircase and I was supposed to give Jeff a little jab with my fist. So I jabbed at his balls, he dropped his hands to protect himself, and I swatted him on the head.

"I've been doing that to Jeff for years. I didn't plan it, but it occured to me that I wanted to shake him up at that moment. And he fell for it, just as he has for years," Beau laughs with a satisfied grin, content with the knowledge that even if Jeff does get the jucier roles and the Oscar nominations, he'll always be the little brother.

"He'll never learn how to defend that particular shot."