Actors Joe Pantoliano and William Baldwin must have been naughty.

If not, why were they moping in undersized chairs outside the principal's office of the Henry Barnard School?

Turns out Pantoliano and Baldwin are among the cast and crew of the new TV series Waterfront, which was filming scenes yesterday at the school, on the campus of Rhode Island College.

Waterfront stars Pantoliano as Jimmy Centrella, the flamboyant mayor of Providence; Baldwin plays Paul Brennan, the state's ambitious attorney general. The show was picked up by CBS as a midseason replacement and should air early next year.

The Henry Barnard School stood in for the school attended by the mayor's daughter and the attorney general's son -- actually his girlfriend's son. They get into a fight, so the two dads are called into the principal's office.

Before the scene, the corridor leading to the office was strewn with wiring, cameras, sound equipment, lighting reflectors and more.

Director Bill Norton and John Fleckenstein, director of photography, peered through monitors and tinkered with the lighting and camera angles, while Babu Subramaniam, first assistant director, did his best to maintain a modicum of order.

Finally, Pantoliano and Baldwin, both wearing suits, are sitting in their little chairs.

"What is this, open season on the Centrellas?" Pantoliano complained. "Should I have checked for bugs before I got in here?" He lifted an empty chair next to him and turned it over, as though searching for microphones.

"Innocent people don't worry about bugs, Jimmy," Baldwin replied.

Eventually they are interupted by the principal, played by Boston actor Richard Snee, who marches them into his office.

Then Pantoliano and Baldwin run through the scene again, and again, and again, and again -- all part of the romance of making TV.

In the CBS news releases announcing the show, Pantoliano's character is described as "ethically challenged."

"That doesn't mean I'm a crook," Pantoliano said in an interview between takes. As he spoke, he was lying on top of a big equipment trunk just outside the school, trying to ease an aching back.

"Maybe he is and maybe he isn't," Pantoliano said. "We'll watch and find out . . . He's charming and funny and he's cunning, and he's a maverick. He's totally a rascal. That doesn't mean he's a crook."

Pantoliano said Jimmy Centrella has a lot of admirable qualities -- he's smart, he stands up for his beliefs, and if things go awry, he takes his medicine like a man.

Baldwin, for his part, said there's an interesting dynamic developing between his character and the mayor. In many ways, Baldwin said, Paul Brennan admires Centrella. But they are both ambitious politicians, and naturally they're going to butt heads.

Does Baldwin think Centrella is corrupt?

"Some people might perceive it that way. Let's say this mayor is very results oriented and works within a system he inherited," Baldwin said.

"You can't be the most supremely idealistic person under those circumstances. Jimmy [Centrella] is into the patronage system -- he takes care of the people who take care of him."

The Waterfront pilot, which has not been released to critics, was shot in March. Last month, producer Peter McIntosh said CBS had ordered 13 episodes.

The one being made at Henry Barnard yesterday was the third. Waterfront is expected to be filming in Rhode Island until January.

Waterfront, along with other TV and movie series made in Rhode Island recently, has been a blessing for local actors such as Jason Anthony, 28, an admissons officer at Rhode Island College.

Anthony said he graduated from RIC with a theater degree, but found he couldn't earn a living as a full-time actor.

About a year ago he did a commercial for Rhode Island College, and since then he's had parts in the movies Underdog, The Education of Charlie Banks and Normal Adolescent Behavior, all shot in Rhode Island.

In Waterfront, he's played a city councilman, and yesterday was set to play a police officer in a basketball scene with Baldwin.

asmith@projo.com / (401) 277-7262