Talented, funny and not too hard on the eyes - and each with a trio of upcoming films. We're impressed.

Robert Downey Jr. is like a playful puppy whose aim is to please and entertain. Thankfully, fairhaired Virginia Madsen likes to play. Together they create enough fun and energy to keep even a 10-hour cover shoot out of the doldrums. The scene goes something like this:

After six hours of primping and posing, Virginia begins to show signs of fatigue; like any attentive pup. Robert picks up on her weariness, cuddles next to her and whispers something in her ear. Virginia bursts out laughing and the tedium is relieved. But these two are no strangers. They met four years ago while filming Mussolini - The Untold Story, and the friendship that grew out of their first working relationship will last, they say, a lifetime.

It's 10 p.m. and Robert Downey Jr. is supposed to be packing. He's in New York filming True Believer with James Woods, and they're a day away from wrapping. Right after they finish, Downey is leaving for Australia, where he'll join his girlfriend of four years, actress Sarah Jessica Parker, who's working on a miniseries there.

Packing, however, may pose a problem. Spread out on the elegant dining-room table of Downey's suite at the Westbury Hotel are some of the clothes he's bought during his stay in New York. We're talking about serious shopping here - not to mention excellent taste. Downey jumps up from the couch, cigarette in hand, and gives a sort of guided tour of the merchandise. "Here's my Matsuda collection," he says, fingering the collars of some exquisitely embroidered, loose-fitting shirts. "And then there's this Yohji Yamamoto jacket and this Jean-Paul Gaultier jacket." Next he picks up a cream-colored piece of silk neckwear that looks like it came from another era and deadpans, "Look at this tie. Does it get any better than this?"

Downey is clearly enjoying the rewards of his recent success. The 23-year old, New York-born actor, who grew up in the business - his father is filmmaker Robert Downey - and appeared in almost a dozen movies before he was 21, is suddenly in demand. Since garnering rave reviews for performances in The Pick-Up Artist and Less Than Zero, Downey's become one of the hottest properties in Hollywood. Not only is he able to indulge his passion for fashion at some of the priciest boutiques in New York and Los Angeles, but he's just purchased a "fairly palatial" house in the Hollywood Hills, where he'll live with Sarah and their two Persian cats, Mr. Smith and Scout. He's driving around in a Porsche. He's in great shape physically, his once gapped smile is now capped and perfectly straight and he has three films coming out in the next six months: 1969, with Kiefer Sutherland; True Believer; and Chances Are, with Cybill Shepherd and Mary Stuart Masterson.

A lot has happened in Downey's career since I first met him two years ago for a "Face to Face" interview, but Downey himself doesn't seem to have changed. Initially, there appears to be a touch more attitude behind the dark, round glasses he wears to the cover shoot, but soon enough his offbeat, often self-mocking sense of humor surfaces. He still loves fashion (for our first interview he was wearing one of the earliest sightings of those thick-soled, pony skin-topped loafers), and he still loves Sarah. And he still talks about trying to remain true to the art of filmmaking, about putting more of himself into the various projects he does. In fact, despite the way everyone has been "irrevocably over-praising" him, as he puts it, Downey thinks he's been putting things off.

"I want to get involved in other aspects of film, like directing and writing, " he says," and stop complaining about the quality of scripts I read. In a lot of ways I feel like I've procrastinated. Not that I haven't done well, you know, and that's cool. But that's all external. I want to do things that are important for me, things that I feel. The thrust of the film industry has really been so downhill, and I feel a resurgence happening. It's kind of like homework. Do I want to do my homework so I can go out and play and feel good about myself, or do I want to procrastinate?"

He's already written a script with his close friend and fellow Saturday Night Live alum, Anthony Michael Hall. The two actors collaborated on it with Robert Downey Sr. The younger Downey also likes to write and play music (he can't pass a piano without sitting down at it, and has been "performing" in the hotel lounge almost nightly); someday, he says, he's going to compose a film score.

But for now, Downey's expanded options are giving him the opportunity to work with some of the best in the business and to try out some new roles. The most unlikely, at least on the sufrace, is his part in True Believer as an idealistic young law-school graduate who revives the jaded spirit of a burned-out '60s civil liberties lawyer played by James Woods. The clothes are definitely not Downey - Yuppie blue blazers and gray flannel pants - but the character has real potential. "He's a combination of sweetness and innocence, with a sort of edgy quality," says director Joe Ruben, who knew from the beginning he wanted Downey for the part. "He's a tart-tounged guy who pushes the Eddie Doyle character (Woods) to handle the case in a different way." (As an aside, Ruben, hearing that this is being done for a fashion magazine, can't resist commenting on Downey's thing for clothes: "Robert wears fabrics," he whispers with a kind of reverence," you touch them and you want to cry.")

Working with Woods was a great experience for Downey, not only because of the Oscar-nominated actor's professionalism but because of their personal rapport, as well. "Between takes today," notes Downey, "he said, 'I'm going to miss you, dink. Better keep in touch with me. This thing's meant for a sequel.' And then as soon as he hears action, he's into just focusing and giving one-thousand percent. It's kind of the same way I work, so it's great to have this guy confirm my belief that one legitimate approach to acting is knowing what you're doing, knowing the actions, having your shit together and then letting it all go and turning it on."

In 1969, Downey and Kiefer Sutherland play college buddies who hit the road together during the turbulens late '60s. Though he calls Sutherland "one of the funniest wildmen I've ever met," he also notes with some envy Sutherland's ability to focus on the work and to deal with the business end of filmmaking. "It's like I'm being surrounded by these motivators," says Downey, "and I can definitely be a motivating person too, but I kind of need sparks around me."

"I can be such a flake," he continues. "I don't mean to be, it's just that sometimes I don't really give a shit about anything except my girlfriend and my family and having a lot of laughs and maybe like having some great sushi."

And what about clothes? What is this thing for fashion, anyway?

"I think what it is," answers Downey, "is that when I was growing up, I always remembered my clothes weren't my own, or they were hand-me-downs or my dad would go on a big shopping spree because he had money for a minute and then he'd be broke and I'd lose the clothes. So now I'm way into it. It's great. I feel a kind of affinity for the baroque times, and hey, at least I'm not wearing purple wigs."