THE ELEPHANT TO HOLLYWOOD, by Michael Caine. Henry Holt, 304 pp, $28.

No one will ever accuse Michael Caine of taking himself too seriously, especially when it comes to his film career, which he thought was finished by the mid-'90s.

"I wanted to go for a pee and they directed me to the toilet," he writes in his breezy new autobiography "The Elephant to Hollywood" about his experience shooting the forgettable 1996 spy drama "Midnight in St. Petersburg" in Russia. "I could smell it 50 yards away and when I got there, I found the filthiest toilet I have ever seen in my life. I went outside and peed up against the soundstage, which I noticed several other men had done before. So this is where my career has ended, I thought to myself: in the toilet. I'm done."

It wasn't the first time Caine thought his career was over. In 1992, as leading-man roles became scarce, he decided there was nothing left to do but write his memoir "What's It All About." Fortunately, Caine's career not only rebounded, but soared as he blossomed into a versatile character actor, earning a second Oscar (for the 1999 drama "The Cider House Rules") and attracting a new generation of fans by playing Alfred the butler in the "Batman" films.

So he had more than enough material for "The Elephant to Hollywood," his follow-up to "What's It All About," which also recounts Caine's years growing up as Maurice Joseph Micklewhite in London (the Elephant and Castle was his impoverished neighborhood), hiding out in rural Norfolk during World War II, serving in the British army in the Korean War, getting his start on the West End stage and taking the cinematic journey from "Alfie" to Alfred.

His trek to Hollywood features a star-studded cast, starting with Shirley Mac-Laine, who requested Caine as her co-star in "Gambit" (1966), his first film made in Tinseltown after "Alfie" made him an international sensation. Caine also writes with affection of Sidney Poitier, Frank Sinatra, Cary Grant and even Marlene Dietrich, who chastises Caine after his friend Peter Sellers dumps her friend Liza Minnelli. As a parting shot, Dietrich tells Caine, "And you should dress better when you go out. You look like a bum." He parties hard and finds comfort in the opposite sex, though he makes it clear that, unlike Alfie, he never mistreated a woman.

Amid the partying and moviemaking, there are poignant moments, in particular, Caine's discovery of his mother's secret: She had a son out of wedlock who was epileptic and was placed in an institution, where she visited him every Monday.

Unlike the bounder he often played on-screen, Caine comes across as a devoted family man to his two daughters, three grandchildren and Shakira, his wife of 37 years, whom he fell in love with after seeing her in a television commercial.

As a bonus, Sir Michael - a movie buff who got his stage surname after seeing a marquee for "The Caine Mutiny" starring his idol, Humphrey Bogart - has appendices listing his Top 10 movies (Bogey figures prominently with "Casablanca" at the top) and Caine's list of 13 favorite movies of his own. Just don't expect to see "Midnight in St. Petersburg" on the list.

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