I CAN'T TAKE THESE PLANES!" coexecutive producer-director Joe Russo moans. It's the first day of shooting on the LAX set at California's Ontario International Airport, and for some reason, Southwest Airlines has managed to time every deafening takeoff to the precise second that Heather Locklear or Blair Underwood is supposed to deliver a line. But Ontario's departure lineup is just the beginning of this director's problems. Shooting is more than two hours behind schedule, and the lights in this vacant terminal–turned–production set are so scorching the sprinkler system may go off. Extras—playing cops, firemen, and various bulky, uniformed airport personnel—are wilting in the unbearable inland California heat. Underwood is leaning in a corner holding an orange miniature fan two inches from his face, and, to top it off, Locklear just busted out of her wardrobe:"My big butt popped a button!" she says with a laugh. Maybe it's justfirst-day-of-school jitters, but has LAX already hit turbulence?
      In fact, it's a wonder that this airport drama ever got off the ground. LAX, formerly known as HUB, was on TV's development runway back at a time when far fewer of us were scared of airports. Way before Locklear and Underwood signed on to play Harley and Roger, LAX's bickering airfield chief and terminal manager (who have—wink, wink—a history), exec producer and creator Nick Thiel had an idea for a dramedy about the inner workings of a major international airport. So he arranged a tour of the actual LAX and got to see the tower, immigration and customs offices, and the computers that determine takeoffs and landings. "Everyone was really relaxed and loose about showing me things," he recalls. That was August 2001.
      After a 2002 TV-pilot order that never took flight—"We couldn't make a deal with Heather for an hour-long show," Thiel says; "They'll say I made it not work two years ago, but the truth is I had no idea I was making it not work," Locklear counters—and a lucky resurrection by new NBC Entertainment president Kevin Reilly, it's obvious LAX has changed from Thiel's original vision. Back at Ontario and back on schedule, Harley (Locklear) and Roger (Underwood) are interrogating a young medical student. Wondering why he was shoved in a coffin and sent cargo class on a plane bound for Los Angeles, the student asks, "Do you think terrorists could have done this?"
      "This is the climate we're living in post-9/11," says Underwood. "There is a curiosity and intrigue about what goes on behind the scenes at the airport." Curiosity and intrigue, sure. Anxiety, definitely. After several focus groups weighed in, the network decided to cut much of the comedy and put in more straight drama. "I underestimated how seriously people still take airports," Thiel says. "It was pretty uniform that they wanted serious stuff to be serious." So besides seeing Locklear stride onto the runway to stop drunken Serbian pilots from taking off, as happened in LAX's first episode, we'll see the rogue airmen carted off in handcuffs. No more dogs running amok around the terminal, and no more Roger checking basketball scores while he goes through security. "The audience is okay with Harley and Roger's rivalry, but they also needed—not wanted, but needed—to see these people take their jobs seriously," Underwood says.
      Before you have visions of popping Klonopin while white-knuckling the remote control, keep two words in mind: Locklear. Underwood. Feeling better yet? "Sexual tension is the heart of our show," says Russo (Welcome to Collinwood), who, with his brother Anthony, will exec-produce and direct the series. "And the chemistry between those two is as electric as any two stars I've ever seen." So along with those pesky bomb threats may be some bomb-chicka-bang-bang—at least, if Locklear has her way. "Isn't he gorgeous? Sometimes I just stare at him," she moons about her new costar. "I like to make fun of him and say, `I saw your butt in Sex and the City!'" (For those unfortunate enough to have missed it, Underwood dropped trou as Miranda's building fling.) Isn't hubby Richie Sambora going to get jealous? "He's over me," the ridiculously stunning Locklear says, laughing. "We're going on 10 years already."
      Richie may be over her, but plenty of other people—especially Team LAX—are relieved to see the television vet back at work.  "There are not many stars you can bet on, because lightning usually doesn't strike twice," says NBC's Reilly, whose network has had a development deal with this particular rod since 2003. "Heather is one of those very few people that the audience does tend to follow." Sure, in do-me-on-a-desktop getups. But will they follow her in long pants and army boots, as Locklear's Harley seems to favor? "Joe and Anthony are independent filmmakers and they want everything to look real," Locklear says. "I said to them, `Well, sometimes my audience doesn't want me to look real."
      That doesn't mean Locklear wants to reprise her infamous Melrose Place persona.  "Just because a woman has dyed her hair and is small doesn't mean she can't do the job.  Us woman can do a lot of things other than be bitchy," she says, going all Lifetime for a moment.  To avoid the inevitable comparisons, Locklear's been playing editor, cutting out some of Harley's soapier dialogue.  "We have to be careful because there can be a line that someone else might be able to say, but coming from my mouth it will sound campy."  While there may not be catfights (though claws get sharpened when Harley meets Roger's wife), fans of Locklear's past wardrobes will be relieved to know that—set your TiVos—in episode 3 she wears a bikini.  "I said to [the Russos], How are you going to make that 'real?'" she laughs.  Regarding another upcoming "partial nudity" episode, Anthony Russo says, "The reasoning is not what you expect.  It'll be a riot."
      If the Russo brothers have their way, LAX's 10 p.m. time slot will allow them to go far more risque than slinky swimwear.  "We love to push boundaries," says Joe Russo, no stranger to the concept after directing much of Arrested Development's first season with his brother.  "Swearing here and there and issues of nudity can add a level of realism."  But in the age of orange alerts, realism might not be the wisest thing to strive for.  "That's a bridge we hopefully won't have to cross," Anthony Russo says about the possibility of real-life terrorist attack.  The question remains, though: What if something were to happen at an airport?  Says Reilly, "One of the reasons we're trying to make the show more credible is so we can credibly deal with topical issues."
      For now, LAX's most pressing problem is overcoming the dominating presence of its time-slot competitor, CSI: Miami.  "Our show is not set in a police station or an emergency room or an office.  An airport has all of those things," says Anthony Russo.  And after the "intentionally big and very commercial" pilot is completed, Joe Russo says he and his brother can begin the experimenting.  "Some weeks will be more comedic, some more dramatic.  One week will look like an action movie, another may be the story of one passenger's life, shot with a handheld camera.  Hopefully when you see three seconds of it, you won't have any idea what show it is."  Cue NBC's promo department, curling into fetal positions underneath their desks.  "I know it's a very risky approach," Anthony Russo admits.  In other words, LAX may have finally landed on the fall schedule, but fasten your seat belts, this could be a bumpy takeoff. —Jessica Shaw