JORDAN LEVIN
             Special to The Herald

             The surreal scene at Havana's Hotel Nacional, where more than 40 American
             pop stars have gathered this week to make music with their Cuban counterparts,
             had Fellini beat. In the wide garden patio overlooking the Malecon and the ocean,
             TV cameras, their giant mikes dipping like oversized birds, scattered to feed on
             the nearest celebrity.

             Joan Osborne sat munching on a tuna sandwich while a Cuban trio in guayaberas
             played Guantanamera  and peacocks squawked loudly. Irakere bandleader and
             virtuoso jazz pianist Chucho Valdes was thrilled to meet an idol, Burt Bacharach.
             Cuban rocker Luis de la Cruz, in goatee and dyed red hair, breezed by with the
             Indigo Girls, and Cuban singer/songwriter Carlos Varela animatedly promised
             R.E.M. guitarist Peter Buck a copy of his latest CD.

             The culture clash seemed to excite and refresh artists on both sides of the divide.
             ``Maybe we romanticize their lives because it's not all about materialism, and
             maybe they romanticize our lives of plenty,'' said Osborne, who has spent part of
             her week writing sexy blues lyrics for Sergio Vitier's danzon. ``I'm just here to
             have a great creative experience.''

             And to put on a gigantic show. The excitement of celebrity permeated the air, and
             so did a certain self-conscious tension, as if the Nacional were a giant fish bowl
             with the world looking in. The musicians' week of songwriting, jamming and
             recording will produce a concert at 8 p.m. Sunday at the Karl Marx Theatre --
             just hours after the baseball game between the Baltimore Orioles and Cuba's
             National Team. International media flooded Havana to report on how this gigantic
             weekend of cultural exchange would coexist with the government's latest
             crackdown on political dissent -- and to sit on wicker couches, eyes panning the
             scene for Bonnie Raitt, Woody Harrelson, Gladys Knight, James Taylor, Jimmy
             Buffett, Ziggy Marley and the other stars assembled here.

             Police officers stand on almost every corner, and the Malecon was swept clean
             not just of prostitutes but also of most of the people that hang out there at night.
             And though the concert's U.S. organizer, the Los Angeles nonprofit organization
             Music Bridges, insisted the project was planned months before the game, the day
             seemed perfectly orchestrated for a maximum media blitz.

             Concert time not a coincidence

             ``You think this is coincidence that the game is at noon -- early enough for the
             evening news -- and the concert is the same night?'' asked John Lempke,
             president of the Foundation for the Advancement of Cuban Arts in Denver, who
             had helped arrange for the ABC Charters planes that brought both the American
             musicians and the Orioles.

             But despite the hype, pressure and organizational chaos, many of the artists were
             finding a musical connection that was both surprising and profound, one that
             against all odds seemed to be living up to Music Bridges' idealistic vision.

             ``What matters . . . is we're no different . . . what matters . . . is we have the same
             problems,'' sang American singer N'Dea Davenport and Cuban singer Rene
             Baños, alternating Spanish and English to create a funky, syncopated jazz tune that
             enlivened one of the temporary recording studios set up at the Nacional.

             Jose Luis Cortes ``El Tosco,'' leader of top Cuban dance band NG La Banda, set
             up a makeshift studio where former Police guitarist Andy Summers; keyboardist
             Fernando Sorias; Lucia Huergo, from the rock-fusion group Sintesis; and
             singer-songwriter Brenda Russell were collaborating on a song.

             ``It sounds kind of shlocky,'' Russell says at first. Cortes listens intently, his
             smooth, dark face impassive. ``It sounds like a Kenny G song,'' he concludes, and
             everyone laughs loudly. But the song changes form, going from pop ballad to
             power rock, settling into a syncopated Cuban tumbao -- its final shape. ``Coge el
             tumbao/como lo hago,'' (Now you've got the hang of it/the way I do it), Russell
             sings, sounding out the Spanish with Huergo's help. ``Hey, we're in Cuba,'' she
             says. ``We might as well do it Cuban style.''

             Pouring a rum drink after the session, Russell says, ``The communication thing is
             hilarious . . . but it always works in the end. Music transcends everything. When I
             think of not sitting with these guys because of political reasons I just get really
             angry.''

             Amazing Cuban musicianship

             Many of the Americans were amazed over the Cubans' musicianship: Paddy
             Maloney of The Chieftans, an elfin figure in a blue shirt, was particularly taken by
             Cesar Portillo, a famous Cuban bolero composer. ``It was hard to get down to
             work -- we just wanted to sit and listen to each other,'' Maloney said. ``It was so
             great,'' said singer-songwriter Lisa Loeb, ``to be with musicians who can really
             play.''

             During an electrifying concert Wednesday night by the Afro-Cuban jazz fusion
             group Irakere, Amy Ray of the Indigo Girls sat literally open-mouthed, and
             Me'Shell Ndegeócello leaped up to pump her fist in the air, punctuating the
             standing ovation. Afterward, American saxophonist Dave Koz approached
             bandleader Valdes, stuttering with admiration. ``I, I, I don't have words to tell you
             how wonderful that was,'' he said, introducing himself to the towering Cuban.
             Valdes replied that he knew and admired Koz's music also. ``You DO?!'' Koz
             said, looking as stunned and pleased as a child.

             Alan Roy Scott, Music Bridges' founder and director and a songwriter himself,
             knew that the richness of Cuba's music, and the island's mystique, would be a huge
             draw for the American musicians. ``Major artists have seen and done everything,
             and there are very few places they want to go,'' he said. ``But everybody is
             interested in coming here. It's not just a travel destination, it's a spiritual
             destination.''

             Scott was aware that there would be criticism of the project, particularly since it
             was taking place during heightened repression in Cuba. ``Nothing is ever
             innocent,'' Scott said. ``I knew I was jumping in the middle of controversy. But
             we're not collaborating with the government, we're collaborating with the
             musicians. The connections people make here will last beyond things that I can't
             control.''

             Event out of reach

             Although the rumor had spread that American stars were in Havana, information
             about the event was nearly as out of reach as the 5,000 or so concert invitations
             (footage is being taped for a planned documentary). ``Those tickets are impossible
             for us to get,'' a woman at a house party said wistfully. Many remembered Havana
             Jams, the 1979 concert with Billy Joel and Rita Coolidge that was the last time
             American pop stars played in Havana.

             Michael Franti, leader of the hip-hop group Spearhead, and R&B artist Montell
             Jordan did go outside the bubble of scheduled activities to perform at a Cuban rap
             concert Thursday night in Alamar, a poor neighborhood on the outskirts of
             Havana, where they signed autographs on the backs and hands of ecstatic Cuban
             teenagers. ``Everybody here lives and dies for hip-hop!'' said one excited fan.
             ``Everybody knows Montell Jordan!''

             But for the most part, the stars seemed just as painfully far away as usual. Alexis
             Mendez, 29, had made his way to the Nacional's press office with partner Victor
             Milan and an old-fashioned reel-to-reel tape of their duo Al Animo, which they
             said mixed Cuban music with American blues and country. Mendez wanted to
             know if there were any workshops for musicians, or if the event would take place
             again. ``I'm a fanatic for R.E.M., and for Andy Summers, but how can we
             approach him?'' Mendez asked, his eyes bright and pleading.

             Horacio Hernandez, a drummer for Santana and Roy Hargrove who played with
             Irakere and Ruben Gonzalez before leaving Cuba 10 years ago, went to Havana
             Jams with his father, and it inspired him to become a jazz drummer. `` It was the
             first time we got to see American musicians live. For me it was like -- WOW.''

             Hernandez greeted old friends and signed a Santana CD for a Nacional waiter.
             And even though he had painful memories of Cuba, including being jailed at age 14
             for playing in a rock band, Hernandez said the chance to work with musicians
             from his country again outweighed his hesitations. ``Musicians have always been a
             very important force for change,'' he said. ``We don't believe people fighting is a
             way to solve things.''