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First they sent him flowers. Reams of roses, peonies and orchids made it to actor/writer/director Don McKellar's doorstep.

When the exuberant display of flora didn't convince McKellar to take a leading part in the upcoming independent feature film Rub & Tug, its producer and director sent truffles, homemade casseroles and gift baskets from the liquor store. Each was delivered with a polite note, asking -- begging -- McKellar to a medical building in a strip mall in Toronto's Roncesvalles neighbourhood.

Finally, after two weeks of unabashed bribes -- when McKellar says he could take it no more because the gifts were "getting embarrassing" -- he rang up Rub & Tug's co-writers, Edward Stanulis and Soo Lyu, and agreed to a meeting. They had dinner at a tiny restaurant in Toronto's Koreatown called Il Bun Ji, which, roughly translated, means Itchy Bun.

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McKellar said he was leery of the role because he thought the character he would play, Conrad, the manager of a massage parlour, was a little too villainous. No problem, Stanulis and Lyu chorused. They sequestered themselves in a tiny room in their upstart production company, Willow Pictures, and rewrote the script to McKellar's liking.

The actor finally caved. "It was a hard sell, but they were very persuasive," deadpans McKellar, who still seems slightly dazed to find himself here, in a barren, dark room where the main prop is a massage table, getting paid less than $100 a day for his contribution to this independent film.

So in-between scrambling to finish his screenplay for a new movie (that he also directs) based on 1998 Nobel Prize-winner Jose Saramago's novel Blindness and acting in the upcoming CBC-TV miniseries Trudeau, McKellar's on the minuscule payroll of Rub & Tug, a self-described female-fantasy story with a budget of approximately $400,000, about a steamy sex subculture that thrives in most North American cities but is rarely talked about.

Rub & Tug, explains Stanulis, who co-wrote the script and is the film's producer, is the softest end of the sex trade. These establishments are full-body massage parlours (which are differentiated from full-service massage parlours). In layman's terms, that means that nudity, reverse massages and hand relief are okay, says Stanulis. But nothing further. They are the domain of small businessmen who might own a variety store or a drycleaners, and operate a Rub & Tug on the side, says the 34-year-old filmmaker.

"What fascinated me and Soo about these places is that they're completely run by the women who work in them," Stanulis continues. "These women are ambitious and they know they can make a lot of money," says the filmmaker, who figures the masseuses rake in $600 a day, sometimes $1,000, and get to keep up to 60 per cent of the pie.

"Make no mistake, this is a female-empowerment story," adds Lyu, a South Korean who moved to Canada more than 10 years ago and studied film at Ryerson Polytechnic University in Toronto. "These places are hugely successful. The busiest time is early morning, before the businessmen head into the office.

"I investigated this world for one year and I found there's a huge supply-and-demand imbalance," Lyu says, "which creates the basis for the women to have power. They are not exploited at all. They take. There's a well-known saying in this business that these women are 'loved by the clients and feared by the owners' -- who aren't pimps but often family men from [the Toronto bedroom community of]Richmond Hill."

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In the movie, which recently finished shooting, McKellar, 38, is cast as a poli-sci grad student who gets hired to manage the parlour by its overworked owner. Starring as the massage girls are Lindy Booth ( Century Hotel), Tara Spencer-Nairn ( New Waterford Girl) and Kira Clavell ( Voyage of the Unicorn).

McKellar, who has been a fixture in films by some of Canada's most notable directors, including Bruce McDonald, Atom Egoyan and François Girard, says he agreed to take a role in Rub & Tug because "it's a genuinely independent film, with fascinating subject matter that is immediately interesting.

"Everyone wonders what goes on in these places," says McKellar. "Plus, the script is provocative and intelligent and has a certain honesty to it, an integrity. It tries to be what it is. In the film, I'm the new manager. I'm out of my league. I take the job a little to be titillated and find myself way over my head."

Stanulis says that he and Lyu, 32, were indefatigable and shameless in their solicitation of McKellar because they knew his acting style, which incorporates a lot of physical comedy, would bring a levity to the script that they felt it needed. "He was crucial to our movie," says Stanulis, who studied film at the University of Toronto and whose short film, Just a Matter of Time, won him a best-director award at the Toronto Worldwide Short Film Festival a few years ago.

"We didn't want it to be a really gritty sex/drug movie," he adds. "It's a different dynamic. The girls are really serious about making money. And Don's character is this green manager who is book smart but no match for the girls who are streetsmart."

Adds Lyu: "I realized that it is right to say these women are not victims. They take advantage of the situation they have and apply urban survival skills. On top of that, human sexuality -- at its core -- is funny . . . Add to that a stellar cast, and we hope we've got a movie that will appeal to people who go to see films that are informative and entertaining."

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Stanulis admits the bill they received from Sears Flowers stretched them to the limit, but he adds that McKellar's bribe money was worth every penny. "Someone of his experience brings up the level of the other actors," he insists, "takes it to the next level."

McKellar has been called Canadian cinema's leading hyphenate. He's starred in, written or directed a huge variety of TV and feature films including The Art of Woo, eXistenZ, Last Night, The Red Violin, Exotica, 32 Short Films About Glenn Gould (parodied, incidentally, by The Simpsons in 10 Short Films About Springfield), Dance Me Outside, Highway 61, Degrassi: The Next Generation and the acclaimed CBC sitcom Twitch City.

He often plays odd little men -- nerdy, twitchy, uncomfortable in their own skin, but perfectly content sitting alone in dark rooms. It was funny, then, to find McKellar on the set of Rub & Tug a few weeks ago, in a windowless, cramped room, dark except for a single desk light, scrunched down in an armchair reading the paper.

He looked up and blinked when the door opened, clearly surprised by the intrusion, but was not unwelcoming. It was past noon, but McKellar -- a nighthawk -- still looked half asleep, his shirt untucked, his hair sticking up and out.

"There's a certain inherent humour to this theme," says McKellar of the quirkiness that drew him to what he describes as a well-crafted script. "It's smart. It's an unusual portrayal of a real world. And I liked that."

He adds that, in the end, he agreed to join the cast of Rub & Tug because "I feel it's incumbent on me to support first-time filmmakers. God knows someone has to support them. The government of Ontario no longer does.

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"I wouldn't just do anything. They're very professional and they're treating me very well," he wisecracks, tossing a backward glance at the 100-pound, lissome blonde (Booth) who hopped on his back for a photograph. "I can't say they're paying me a lot of money . . . I'm probably losing money on this . . . but they have the paper here for me everyday when I come in."

McKellar's a method actor, and he insisted on doing the massage-parlour scenes on a realistic set -- hence the down-and-out digs of this decrepit office space in the strip mall. The staff room where the girls hang out is threadbare, ultra-grungy, with cigarette butts congealed in chicken-ball containers that clearly have been there for days.

But this is, after all, a $400,000 film and "you work with what you can afford," shrugs Stanulis. Case in point: the nearby Lithuanian Hall (where the 30-member crew eats meals provided by Stanulis's mom, a caterer) is used in the film as an airport, city hall, community centre and banquet hall. "It's very difficult to get four-in-one out of one location, but we did it," says Stanulis, puffing his chest.

Rub & Tug is Lyu's directorial feature debt, although she has directed several short films, including Returning,which won the City of Toronto Award for best direction. She expects the film to make its world premiere at the New Directors/New Film Series out of New York's Museum of Modern Art.

Stanulis says the film celebrates the Canadianness of the setting. "We used Toronto as Toronto, and flash around a lot of Canadian dollar bills," he says. "Passivity in Canadian film really pisses me off. I hope this can be a Full Monty. Canada hasn't had that small independent that's really broken through."

But McKellar's not commenting on its box-office potential; he did the film because it keeps him in touch with his acting roots. "I like doing different stuff, diverse projects . . . some with more money, and some with less. It makes me feel like I'm not selling out."

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Then he jerks his head toward the spot where Stanulis is listening to the interview just outside the door. "Besides, they brought in an accordion player for my birthday," he adds. "And his mom made me a birthday cake."

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