[from US, 2/96]

JUST BECAUSE COURTENEY COX, Jennifer Aniston and Lisa Kudrow invite you to join them for a girls' night out doesn't mean you instantly fit in. It's not as if they treat you like the Ugly Naked Guy or anything, but they are ever-so-tightly guarded. This, for example, is how the evening begins:

"Are we drinking?" says Cox, half an hour late as she rushes into Trattoria Amici, an inconspicuous hideaway located next to a motor lodge in Beverly Hills. "Or are we going to pretend that we don't?"

"Oh, no," Aniston reassures her, lifting a half-empty glass of chardonnay, "we're drinking."

"I'll have a glass of that," Kudrow says. "But right now I need to go have cigarette."

"Great," Cox says, jumping up from the table almost before she sits down. "Can I come with you?"

And they're gone -- *bam!* -- out to the bathroom, like junior-high bad girls sneaking out of study hall to talk dirty and grab a smoke.

"What did that take, like, three minutes?" Kudrow says upon her return. "And we already went through, like, our first boyfriends, different outfits and sexual things that are really annoying -- things we could never discuss out here."

THEY HAVE GOOD REASON for their bashfulness. Ever since 'Friends' became a Nielsen Top 10 hit 14 months ago -- a lofty perch the Thursday night sitcom shows no signs of vacating -- the minutiae of their lives have been examined in more detail than a letter from the Unabomber. There are, however, ways of making them talk. Ask them about things that matter, things they care about. Ask them about food.

"There's nothing like a brunt hot dog!" says Kudrow. "But I haven't been eating hot dogs lately. I'm trying to watch it, 'cause being on TV you look a lot bigger, and I'm already bigger."

"You're taller," Aniston says. "The truth is, Lisa can eat food that I can't. She eats unbelievable salads with ranch [dressing] and stuff."

Then Aniston turns to Cox: "But so do you. I hate them both. See, I was a fat child, so I can't do any of that now. All I used to eat was, like, mayonnaise sandwiches."

"Mmm, I love that," Cox says. "Once I had a peanut butter and jelly sandwich with Fritos."

"My favorite is a tuna sandwich," Aniston says, gaining momentum. "But with the tuna left out, just the tuna-fishy mayonnaise."

"OK, that's enough," Cox intervenes. "That actually makes me want to spit out my gum."

BECAUSE THEY'VE BECOME so incredibly close, with high-priority speed dials on their phones, it's difficult to remember that they were cast as 'Friends' before they really were, that they started spending time with each other because it was part of the job.

Cox, 31, who plays Monica, grew up in Alabama and got famous in 1984 when Bruce Springsteen pulled her onstage in his "Dancing in the Dark" video. She went on to play Michael J. Fox's scientist girlfriend on 'Family Ties', talk to the animals with Jim Carrey in 'Ace Ventura: Pet Detective' and, in real life, have a five-year relationship with Michael Keaton, which ended last fall. "Maybe in a month I'll feel differently," she says, "but right now I really haven't had a minute to think, Hey, I'm alone." She's addicted to candy bars ("My first choice would be a Butterfinger"), plays the drums and likes to fix stuff (most recent home repair: "My front doorknob. It fell off").

Jennifer Aniston, 26, who plays Rachel, is a New York actor's kid (her dad, John Aniston, is a long time star of 'Days of Our Lives'). She went to Manhattan's High School of Performing Arts, the one in 'Fame,' played the Jennifer Grey part in the TV version of 'Ferris Bueller's Day Off' and worked opposite a psychopathic gnome in 'Leprechaun' ("I'm sorry, I deny that," she says, lying through her teeth. "That wasn't really me"). As for her love life, except for a brief relationship last fall with Counting Crows singer Adam Duritz, she hasn't had much of one lately. A nice, normal noncelebrity guy, she says, would be just fine. "But in our business, how often do you meet doctors and lawyers?"

Lisa Kudrow, 32, grew up in the San Fernando Valley, the daughter of a renowned headache specialist, majored in biology at Vassar College and started doing improvisational comedy at the Groundlings theater company because she thought it would be more fun than dissecting brain tissue. Besides her occasional appearances on 'Mad About You' as Ursula, the even-spacier twin sister of her 'Friends' character Phoebe, her two best trivia tidbits include playing the original Roz on 'Frasier' (she was replaced before filming began) and dating Conan O'Brien. Now she's married to advertising executive Michel Stern, whom she describes as "dreamy looking and French."

REAL-LIFE ACTUAL GIRL TALK: episode No. 1, regarding what would happen if the men of 'Friends' saw them naked:

Cox: They wouldn't care. They would just go, "Oh, do you have anymore toothpaste?"

Aniston: No, they would care so much. They'd go back into their little rooms and go: "Oh. My. God."

Cox: We're like brothers and sisters now -- it wouldn't matter.

Interested listener: How long did it take for this brother-and-sister phase to kick in?

Kudrow: You mean after we all stopped sleeping with each other?

NOW THEY'RE LAUGHING, spontaneously hugging, straightening one another's clothes.

"Waiter, waiter, waiter," Aniston shouts, waving her arms. "Come here before we've had so much wine we can't stand up."

Wisely, the waiter arrives pronto.

"No seafood," Cox tells him. "And I don't need any pastas with cream sauce."

"The flame-broiled chicken, is it crispy good?" Kudrow asks, Phoebe-like. "And is there any kind of potato thing?"

At this point, any delusional eavesdropper could easily think he had fallen through his television and into the show's regular hang out, the Central Perk. Cox, like Monica, is the mother confessor of the trio, the storytelling referee. "OK, Mrs. Squirt Bottle," she says when Aniston starts talking about "adolescent things" the male cast members like to do. "We don't want to come across as the three mature ones." Aniston, like Rachel, is the emotional one, slightly self-conscious although apparently not so selfish or spoiled. "You know that Martian guy in the Bugs Bunny cartoon, the real big monster with read hair," she says. "I used to think I look like him." Then there's Kudrow, devoted meat eater and academic whiz ("the smartest person I know," Cox says), who would seem to have nothing in common with Phoebe except the way she delivers one-liners. "I have inappropriate inflections," she admits. "I think I do it on purpose."

"Lisa's the thinker, Jennifer's the feeler, and I'm the doer," Cox says.

"Together," Aniston suggests, "we are the perfect person."

THE CONVERSATION VEERS from slip covers to dairy products to suede pants (Cox and Aniston, it turns out, bought the exact same pair in New York) to what they look for in a man.

"A sense of humor, a gentleness, someone that's comfortable with who he is," Aniston says. "Somebody that's just no bulls---."

"I'm not looking," Cox says. "But I'll know it when I see it.

And what about their male counterparts? Are men from Mars and women from Venus, even when they're 'Friends'?

"There are some things you cannot talk about in front of them," Kudrow says of David Schwimmer, Matt LeBlanc and Matthew Perry. "They will not tolerate a conversation that's gonna last too long about 'Where did you get that sweater?'"

"We can sit around and philosophize for an evening," Aniston says. "I don't think they could do that. They would get bored."

"And if it's just going to be a jokefest all night, like men like to do," Kudrow says, "then we'd get bored."

"Men don't go to that emotional place," Aniston says. "Except with our boys, it's different. [Perry and LeBlanc] are very expressive. David Schwimmer is like a shell, though. Getting anything out of him is like pulling teeth. I can't imagine what it would be like to be in a relationship with him."

"Schwimmer can be torn down," Kudrow says, sounding like a ruthless investigator discussing a reluctant witness. "They all can be."

REAL-LIFE ACTUAL GIRL TALK: episode No. 2, regarding repercussions of being late to work:

Aniston: The boys did an intervention with me about my tardiness. David did it. Very kindly. The day my alarm didn't ring.

Kudrow: You've had bad luck getting to work.

Aniston: He said it so lovingly -- it was like, "The boys and I have discussed why the girls are always late."

Interesting listener: Are the boys never late?

Kudrow: They wake up, roll out of bed and go to work. When we wake up, we groom.

Aniston: I can't keep up with the schedule changes. What if I have to wash my hair that day?

Kudrow: We sound like babies, don't we?

THEY TRY TO GRIPE, but, occasionally, the girls can't help it. For example, there is the issue of privacy.

"We've been going through something that nobody else understands," Aniston says, her voice a little tired, her eyes a little sad. "Great things are happening, but with that comes stuff you don't want. You start a relationship, and then your wedding announcement is in the paper before you've even decided to sleep over."

"'Hard Copy' did this story about Matthew Perry's nose job, which he didn't have," Kudrow says. "I'm a Jewish girl from the Valley. Everyone I know had a nose job, and they always call it a deviated septum. But Matthew really did have a deviated septum."

"I just don't worry about stuff like that," says Cox. "Actually, I've had some of my best work shown on 'Hard Copy'."

THE PLATES ARE CLEARED, and the coffee is poured. The women are tired from a full day of rehearsal.

"We don't get enough fun time together that's not just sitting in the dressing room, looking at the f---king rattan furniture, about to be called in two seconds," Aniston blurts out.

In fact, with each of their individual film projects (Cox recently shot 'Commandments,' with Aidan Quinn; Kudrow, 'Mother,' with Rob Morrow; and Aniston, 'Till There Was You' and 'She's the One'), it's become increasingly difficult for them to get together.

"I panic when I don't see you guys," says Aniston. "I *do*."

"We probably won't be as close as we are now," says Cox, "but when we get together, it'll be like we never were apart."

But life is complicated, they are told. People drift apart.

"It doesn't matter," Aniston says, looking left and then right, taking both of them in. "I mean, these are my girlfriends."

REAL-LIFE ACTUAL GIRL TALK: episode No. 3, regarding what even the best of girlfriends should never do:

Cox: No one here will ever go out with anyone I've ever gone out with. Don't even try.

Kudrow: All right, I won't.

Cox: I can't go out with anybody if my friend has ever kissed them.

Aniston: See, I am so not like that. If I'm not with them, it's not my place to claim them. I'm not going to deny anybody else happiness because I went out with the guy.

Cox: But if it's someone you really loved and you feel bad because it didn't work out, to see it work out with a friend of yours would be too weird.

Aniston: It depends on the relationship. I've never broken up with someone where I've been the heartbroken one. My boyfriends have been wonderful, wonderful men. It's just not been the right timing. But I love my girlfriend and I love this man, then I would love them to be together.

Cox: I can see that. Actually, I just thought of a couple of old boyfriends for you.

Aniston: Who?

Cox: I'm not telling you while the tape recorder's on