What if they made a soap opera and all of the characters were villains? HBO calls it Oz. A brilliant but brutal prison drama overseen by Tom Fontana and Barry Levinson, the show begins its third season Wednesday.

Set in an experimental unit ("Emerald City") of a fictional slammer (Oswald State Pen), the series is a crucible of high-intensity acting, razor-sharp writing and imaginative staging. No surprise there, given the setting and prior career highlights compiled by executive producers Fontana (Homicide: Life on the Street) and Levinson (Rain Man, Diner, The Natural).

Two members of the Oz cast have Valley references on their bios. Dean and Scott Winters, who play doomed brothers Ryan and Cyril O'Reily, both attended Brophy College Preparatory Academy. Another Winters brother, Brad, is one of the series' writers.

Although New York natives, the acting Winterses each spent critical adolescent years in the Valley during the 1970s, thanks to Carefree grandparents. (Aren't they all?) The New York branch of the family visited the Valley often and eventually decided to relocate. "We felt such a kindred spirit with the desert, and we were all so rocked by the beauty, we just decided to move out there," Scott said in a recent telephone interview. "My dad took a lesser-paying job, and we all piled in the station wagon and drove out West."

The move was difficult for the boys. "Quite frankly, it was a nightmare," Dean said in a separate interview. "It was a cultural blast coming from cement to the desert. I had a tough time adjusting." Dean, who's a year older than Scott, spent his freshman year at Chaparral High School. The next year, both boys attended Brophy, a long haul from the family's Scottsdale home. "Freshman year was definitely tough," Scott said of his Brophy years. "I didn't really dig it too much. Sophomore year was kind of the same."

"I really love Arizona, and I did end up loving Brophy, too. There were a lot of cool teachers, and pretty rigorous academic environment. You were definitely around a lot of stimulating people." Scott went on to Northwestern University, where he majored in economics. He briefly worked on Wall Street after graduation. "I wore a suit for a couple of years," he said.

Dean majored in English at Colorado College, sort of. "Mostly, I majored in trying to get the hell out of school," he said. "School and I never seemed to walk hand in hand." After college, Dean kicked around the West Coast, Hong Kong (where he got cast in a couple of commercials) and Europe before settling again in New York.

Scott caught the show-biz bug first and talked Dean into attending acting class. Both worked as bartenders before catching their big break." "The brother-bartenders were kind of like a gimmick around town," Dean said. "We had a pretty big following back in that day." "Whenever we got hired, we'd pack the house with our friends. Business would look great, then the bar owners would catch on that we were giving away the bar, and we'd get fired. This literally happened at seven or eight places."

About that big break: Fontana was one of the brother bartenders' regular customers. (Something to do with the free drinks, maybe?) Each eventually got acting jobs as guest stars on Homicide. Dean was first to get cast on Oz. Now, both have joined what he calls "The Royal Fontana Company"--a group of distinctive actors the writer-producer frequently employs. J.K. Simmons (who plays Oz's evil White supremacist Vernon Schillinger) and Zeljko Ivanek (equally evil Gov. James Devlin) both made indelible impressions on Homicide. "It's like going to a great experimental theater company every day," said Dean, who's recently been cast in NBC's new-for-fall Law & Order spinoff.

Oz is shot in New York City. That fact of geography, matched with the gritty, claustrophobic set on which the actors work, contribute to the series' grinding atmosphere. "Going to work is like going to prison," Scott said. (A prison populated by extremely creative cons, to be sure: Matt Dillon, Chazz Palminteri and Steve Buscemi each directed episodes of the coming eight-episode season.) Added Dean, "Most of us walk to work or take a subway to the show. People say, 'How do you prepare for the show?' I say, 'I don't. I just walk to work.'" "It can be a wear-and-tear show, but in a good way. I get home and I'm physically exhausted. But that's why I do this."