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Hollywood Undercover: lingerie specialty shops in the Los Angeles area:

IN A CITY OBSESSED WITH YOUTH AND FIRMNESS, (THE FITTEST DERRIERE AND THE SHAPELIEST BUSTLINE,) IT'S NO WONDER THAT THERE'S A BEVY OF UPSCALE LINGERIE SHOPS WITH OFFERING TO SHOW OFF EVERY CURVE. HEREWITH, A SAMPLING OF SOME OF THE BEST, FROM THOSE SPECIALIZING IN SWEET GIRL- NEXT-DOOR LOOKS TO THOSE FEATURING FEMME-FATALE CORSETS, BRAS AND THONGS FIT FOR DIVAS AND PLAYMATES.

ATMOSPHERE

The silky green walls at this new lingerie emporium show off a French point of view equally appropriate for courtship, wedding night or post marital needs. Owner and former Parisian Dominique Duncan describes her philosophy as "iparurei" meaning `something lovely for the eye'. And while them are a handful of everyday items, the overall tone is definitely decorative. Seductive color, sophisticated lace and embroidered details distinguish this shop's collections. The Atmosphere brand is the featured label, one little seen outside of France, though Meg Ryan was quick to discover it, joining French beauty Isabelle Adjani. Other labels here include Lise Charmel, Aubade and La Donne di Piera and new this Fall, the Italian Cotton Club line which is actually more sexy than it is cottony.

LA PERLA

This celebrated Italian lingerie firm recently opened a beautiful Rodeo Drive boutique with two floors of exquisite temptations. Phenomenal skill and artistry invests each piece--the luxurious details of a slip made from re-embroidered and hand-finished eleavers lace with a built-in Egyptian cotton-lined bra. Or the Butterfly bra and panties--perfectly finished garments with elaborate patterns of delicate silk cord stitched onto fine stretch tulle. Everything is so thoroughly refined here that even Merry Widows go by their French name--guepiere. For those wary of thongs, La Perla claims to have the most comfortable version, including an erotic new hipster style.

SHE

A den of temptress treats, this tiny shop is packed with an energetic melange of small treasures. One wall is filled with sweet sheer slips; turn around and you'll find the feathered version behind you! How better to serve the whims of both Neve Campbell and the stylists for Playboy Playmates photo sessions? Best sellers here are La Perla, Cosabella and Only Hearts foundations along with Gemma's strapless bra--a sexy variation on their seamless theme. The store prides itself on its size range--up to DD, and while they don't specifically custom order, a friendly request will generally motivate them to bring in a new style.

ONLY HEARTS

This West Coast counterpart to the New York original welcomes the ocean breezes of Santa Monica with its equally relaxed point of view. The Only Hearts collection of lingerie, created by designer Helena Stuart, is subtle, smooth and innocently sexy with the added luxury of lightweight, body-conforming fabrics. It's not hard to understand why the store has a fiercely loyal following. The full spectrum of the line includes bras, panties, bodysuits, and camisoles as well as slips and sleepwear. They've also selected scrumptious items from Fanny Liautard, Christine, and Helen Sanchez to round out the tempting chemise and robe menu and filled in the lingerie department with colorful temptations by Aubade, Ravage and Gemma. The beauties of Melrose Place all stock up here for naughty, but mostly nice lingerie.

PETTICOATS

Pull up to this sweet storefront and know that you'll be in good hands. A far cry from most of L.A.'s lingerie shops, the country atmosphere here is everything you'd want in neighborly Larchmont Village. Racks of comfy sleepwear swing gently above tabletops of sweet and practical undergarments. Owner Joane Henneberger found an instant following among Hancock Park's young moms as well as professionals from the nearby studios, both of whom seem to favor comfort over fuss. But don't think that rules out sexiness. Julia Roberts is a client as are Renee Zellweger, Angelica Huston and supermodel mom Cindy Crawford. Practical sorts will relish the solid assortment of goodies by Gemma, Cosabella, Calvin Klein and a great inventory of Petit Bateau tees.

FRED SEGAL/ RON HERMAN, MELROSE

It's small, packed, loud and not so private, but the lingerie zone in Fred Segal/Ron Herman Melrose is, well, an event. While celebrity regulars wander through on their shopping rounds, you'll have a chance to find the newest essentials here. And as you'd expect from these stylesetters, much of it can be worn to be seen. Sheer Alessandro Dell Acqua Intimo designs live alongside lacy separates by Collette Dinnigan and Laura Urbinati's Italian color palette encourages an appreciation for ornamentation. Reserves of Only Hearts bralettes and briefs swing perfectly with Love Tanjane's movie-star-worthy slips and robes. You can indulge in confidence here knowing that these are the best accompaniments to the rest of Fred Segal/Ron Herman's relaxed, on-the-money styles.

LISA KLINE

This hip Robertson Boulevard house of style serves up a deep display of lingerie from saucy to practical. Grab a cowboy hat and a tank and thong by Skimpies and you're on your way to your own private Idaho. Try Squirrel Cover's irreverent combinations of sheer leopard and hot pink on for size. The most popular labels live here, too. There's literally no shortage of Cosabella, Only Hearts, and On Gossamer basics and Kline always has deep inventory in back, so speak up if you're not finding your color or size. What else might you find here? Stars, and lots of them including Jennifer Aniston, Winona Ryder and Minnie Driver.

BARNEYS NEW YORK

Within the clean, glassy lines of Barneys third floor lingerie boutique, you'll find a very expensive assortment that you simply won't see anywhere else in town. Recent stars of the shop are lace-touched silk separates by Vannina Vesperini that seem to float on their hangers. Collette Dinnigan's creative femininity experiments with nylon slips that pair simply with silk cardigans in semiprecious colors. There's Frette, Jil Sander, Hanm and Ripcosa. The Grazia Elliani line takes a thoroughly modern approach with clear plastic-strapped lingerie and easy, lightweight knit separates. England's John Smedley knits his Sea Island cotton talents into divine camisoles, tees and tap pants exclusively for the store while Daniel A. Hanson spins chinoise style into elegant, pared down sleepwear.

NEIMAN MARCUS

The pros at this bastion of high-end fashion are worth getting to know. Their fitting expertise pales only in comparison to the vast selection they have to offer. Prada and Moschino are among the fashion labels they've been the first in Los Angeles to sell in depth. These join a huge collection of Donna Karan Intimates, the designer's top of the line lingerie. If that doesn't impress you, perhaps foundations from Rigby & Peller, who have the distinction of holding the warrant to provide underpinnings for England's Royal family will. The French flag flies here too with the charming designs of Capucine Puerari and Chantall Thomas' saucy lingerie, set to re-launch this Fall.

AMERICAN RAG

Practical, feminine, impulsive stuff, from Diesel's sturdy cottons to sheer Squirrel Covers.

HORN

Wisely selected and hard to resist styles from Capucine Puerari delight.

LAURA URBINATI

Eponymous lingerie in sophisticated color with just enough decoration.

LES HABITUDES

Colors, texture and forward design. Lots of Cosabella stretch lace beauties.

NYSE

Piles of Cosabella and other g-strings for the girl on the go.

UNDERCOVER

In a store of clothes that cling, the lingerie offers seamless shape and support. Deep Cosabella and Gemma inventory.