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ON THE BRITISH WARDROBE-MAKEOVER SHOW WHAT Not To Wear, fashion journalists turned slightly wacky television co-hosts Trinny Woodall and Susannah Constantine can't seem to keep their hands off other women's chests. The pair are forever pinching, jiggling, slapping and grabbing their subjects' (as well as each other's) breasts.

"In an odd sort of way, we're breaking the ice," says Woodall, adding that this bit of friskiness has a dual purpose. Besides saying "How do you do!," squeezing the cantaloupes is a good way of checking out someone's support system and discovering it is wanting. "We'll say, 'Honey, your bra makes it look like you have two boulders sitting on your tummy, and they need to be hiked up.' But sometimes, breasts just need to be felt. It's part of the tactile, hands-on approach that we have."

If copping a feel off a near stranger sounds more like something you'd see on The Man Show than a makeover series aimed at women, it just goes to show how unconventional What Not To Wear is. Part hidden-camera show, part ambush television, the program, which just debuted on BBC America, sets up an unsuspecting mark (suggested to the producers by her friends and family) for a fashion overhaul. Woodall and Constantine start by watching secretly taped footage of the subject and offering withering observations about things like visible panty lines or, in one particularly memorable instance, a headful of brassy, exploding curls. "You wouldn't imagine a mouse under her hair, would you?" Woodall wonders. "I'd imagine quite a whole family of them!" shoots back Constantine. Then they both laugh.

The pair next confront their victim in a public place so they can present their blunt comments, maybe grab a tit, then offer up a grand scheme and a check for a £2,000 (about $3,000) shopping spree. The sweetly insulting candor of the talk already sets What Not To Wear apart from the gentility of American makeover television, but what's really different are the contestants themselves. Instead of the malleable, grateful-to-be-Cinderellas that you see on Oprah and Sally Jesse Raphael — always looking more uncomfortable with the "after" than the "before" — WNTW prefers an ill-kempt subject who bitterly defends her suddenly besieged fashion sense so they can browbeat her into submission.

It makes for great back-and-forth entertainment. Woodall, 38, and Constantine, 40, pluck bell-sleeved gold-lamé blouses and distressed-denim bomber jackets from the subject's wardrobe and drop them pityingly on the floor. The subjects strike back by dissing the hosts in a private video diary they're encouraged to keep. Then, like Moses on the mount, Woodall and Constantine imperiously lay out basic style dos and don'ts regarding hems, cuts and colors, after which, with a camera trailing, the subject heads to the stores, flagrantly disobeying the style rules just as often as she heeds them. During the spree, Woodall and Constantine sit somewhere nearby, clandestinely watching their clothes-rack-riffling charge on a monitor, something that always provokes lots of fuming, a bit of cooing and the occasional mad dash to engage in a literal tug of war with the shopper over an especially egregious piece of apparel.

If the two hosts fit so snugly into their roles as self-appointed arbiters of taste, it's because they've been honing their ego-pricking act for years. Before What Not To Wear became a hit BBC2 show last year as well as the name of a best-selling coffee-table book, it existed in print form for about seven years in London's Daily Telegraph newspaper. Neither had written on the topic before. "I'd always loved fashion," says Woodall, a former commodities trader who traces her persnickety notions about style all the way back to when she was 7; if she'd been the host of the show then, her Barbie dolls would have been the first contestants. ("Their polyester outfits were hideous," Woodall sniffs.) Constantine's adventures in the rag trade consisted of doing public relations in the '80s for bad-boy designers like John Galiano and Alister Blair. The two women met at a party thrown by Princess Margaret's son, Viscount Linley (whom Constantine was dating). At first, Cupid's arrow missed its mark.

"I saw her as this stuck-up rich English bitch, and she saw me as a Euro-trash girl," says Woodall, who was raised in France, Germany and Switzerland. Then a mutual pal urged them to give each other another try; soon they were collaborating. One day, a Daily Telegraph editor approached Constantine about helping fill the paper's style section. "He had some crap idea," says Constantine, who wasted no time telling him that she and Woodall had a much better concept. Why not run a biting column about how to make the best of what you have?

"WE WERE ALWAYS VERY FRANK — NOT SO MUCH ABOUT fashion but about what suited women," says Woodall, who sort of sums up WNTW philosophy when she adds, "We say, 'Forget about going on a diet! You've got a big bum but great tits! So we're going to show you how to hide your horrible ass and show off your tits. Celebrate the body you have today!'"

It was only a matter of time before a television producer would figure out how well these two know-it-alls would work on the small screen. WNTW fits neatly into the same category as Changing Rooms or Ground Force, both wildly successful programs in England that mix home and garden transformation with game-show elements. Meanwhile, there's all that closet British class obsession to exploit: When they want to, Woodall and Constantine can be warm and compassionate (especially when they've reduced someone to tears). But you never get around the fact that they're still upper-class gels — haughty and with refined English accents — telling the commoners how to dress.

Viewed from this perspective, a case can be made that WNTW is just classic Brit humiliation humor. Indeed, among fans of the series, the debate that most often arises is who can be more gloriously unkind — Trinny or Susannah? What do the hosts think? Woodall waffles with, "We're not mean cruel. We're just honest." Constantine, however, is willing to peel back the curtain. "Initially, people are more intimidated by Trinny because she's beautiful, skinny and looks like a gorgeous model, and I'm plumper and got huge tits. But as one of our cameramen pointed out, with me it's like [our subjects are] being mauled by a cuddly toy."

Of course, being famous in England means that Woodall and Constantine routinely get mauled back. British journalists were positively giddy over the chance to mock the unbuttoned black suit jacket Woodall recently wore to the National Television Awards (i.e., her "chest-revealing frock . . . revealed she doesn't have a chest!" sneered the Express). The tabloids often print hilarious gotcha! snapshots of the co-hosts scuffling around on the weekends looking as disheveled as everyone else.

Next year, the Learning Channel will begin airing its own Americanized version of the show. In place of Woodall and Constantine, they've hired a onetime game-show host to moderate and a couple of celebrity stylists to do the actual makeovers. It's hard to believe that they'll be able to capture Woodall and Constantine's evil magic. In the U.S., we want our ugly ducklings to end up as swans, and television producers are too results- obsessed to risk a real challenge. Whereas Woodall and Constantine don't mind — no, they actually prefer — being pitted against such tough customers that they're relieved to make any beauty inroads at all.

"That's real life," says Woodall. "It's not about whether they look better at the end or not. Some people get it and some people don't. But whatever happens, the process is entertaining."

Meanwhile, this February, the BBC will fly Woodall and Constantine to Los Angeles for what is considered the Olympics among those who make their living criticizing other people's appearances — covering the Academy Awards. Representing our country on the red carpet's edge, of course, will be the invective-flinging Joan Rivers. What do the WNTW girls think of the 71-year-old comedian's act? "I think she's incredibly entertaining, brusque," says Woodall, politely. Then she slips into WNTW mode. "She's like a dottery granny who's eccentric and funny. And her face is so pulled that I expect to look behind her and find that she's being held up by elastic bands."


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