Director Michael Bay and his stunner girlfriend Lisa Dergan worked their way through the crushing, costumed crowd -- a human nightstand, a flock of French maids, a towering Anna Nicole Smith -- to a series of "interactive rooms" where scantily clad porn actors entertained passers-by with suggestive antics.
Out in the back parking lot, the Lakers' Rick Fox (as Santa Claus), hip-hop artist Shaggy (as himself) and Tori Spelling (as a genie?) mingled among hundreds more as several naked women dazzled the crowd from a small stage.
The Halloween party in West Hollywood, a 1,000-strong affair with a modest budget of about $35,000, was a group effort, funded by adult film giant Vivid Video Inc. and co-hosted by hotel heiress Paris Hilton, Flaunt magazine and Pony sportswear. It brought out a motley mass of actors, writers, rock star progeny (Jack Osbourne and Ahmet Zappa) and exotic dancers.
"This is the only party where the porn stars dress like lawyers," said guest Josh Etting, a writer for the WB's "The Jamie Kennedy Experiment."
Bay, himself an experienced partygoer, was trying to make sense of it all. "What is this place?" he asked. "We've been walking around for the last 10 minutes trying to figure out whose party this is!" Dergan nodded furiously, her eyes wide.
The event was held at the Live Acts Video Inc. building on Beverly Boulevard, a two-story place with blank white walls where couples rent out theme rooms (a dentist's office, a barn, a psychedelic lounge, a Pottery Barn bedroom) to create their own videos.
The most popular room on Thursday night was the dungeon, where an enormous bare-chested man flogged a blindfolded, topless woman. With each strike, voyeur Tori Spelling cringed and then giggled.
In a hallway, a young man in a salt-and-pepper wig and smoking jacket, presumably impersonating Hugh Hefner, headed outside. Unbeknownst to him, the real Hugh Hefner appeared right behind him, trailing a conga line of blonds.
Meanwhile, back in the parking lot, a man with slicked back hair, a black leather jacket and eyeliner stood smoking a cigarette with cinematic grace.
"Excuse me," said a woman standing nearby. "You look remarkably like Mickey Rourke."
"Yeah," he said, taking another drag, "I am.... I was wearing a costume, but it just got too hot."
Producer Bryan Rucks, wearing a bright yellow suit jacket over a plastic skeleton suit, shouted out to a slim young woman wearing a black cat suit: "Are you Spider Woman?"
"I'm your worst nightmare," she answered, squeezing past a human deviled egg.