LeBron James looked at the picture and chuckled.

"That's hilarious," he said of the photo of actor Will Ferrell in a navy blue No. 23 Cavaliers uniform, waiting to check into a game.

Then James looked again, closer this time.

"He needs a headband," James said.

That might be true if Ferrell was trying to do one of his famous impressions. But in this case, Ferrell wasn't wearing a costume. He was wearing an actual uniform, preparing to enter a real game in the NBA Entertainment League.

Now in its 11th season in Los Angeles, the league features stars such as Ferrell, Jamie Foxx, Adam Sandler and Justin Timberlake, as well as writers, producers, directors and agents in the entertainment industry and a sprinkling of athletes trying to break into the business.

Actor Donald Faison, who stars as the hoops-loving Dr. Christopher Turk in the NBC comedy "Scrubs," is the captain of the Cavs team in the Entertainment League. He was asked if there was any way to compare James and Ferrell.

"They're both pretty funny," said Faison, a native New Yorker and lifelong Knicks fan who may be the only player ever traded between halves of an All-Star Game, as was the case in the E League last year. "LeBron was pretty good on the ESPYs and 'Saturday Night Live,' and Will Ferrell is one of the funniest people alive.

"But, other than that, no. LeBron James is a phenomenal athlete. . . . Will Ferrell is not."

Ferrell, who has played a race car driver, a figure skater and a cheerleader in the movies and on television, actually was a kicker for University High School in Irvine, Calif., and held the school record for field goals until this year, according to his coach Mark Cunningham. Tim Tessalone, the sports information director at USC, said Ferrell briefly walked onto the USC football team as a punter or kicker during one spring practice. Ferrell also was a forward on the high school basketball team and an outfielder on the baseball team.

Unlike Ferrell, Faison had never played organized basketball before, although he did have a brother who was a scholarship player at Maine.

"I played street ball," Faison said. "I didn't know how to play with teammates. I didn't know what a good shot was."

So Faison hired a coach to help him learn more about the game and the rules. And there are rules. Lots of them -- for players and fans. The league is run just like the NBA. Players can wear only approved gear. There are referees to enforce the rules of the game. They will not stand for taunting or unsportsmanlike conduct.

In order to keep the location secret so that the stars can come and go and compete without being bothered by fans or photographers, the games are played at an undisclosed gym in Santa Monica, with the championship set for the Forum. All fans, whether girlfriends such as Jessica Alba or Fergie, or athletes such as Kenny Lofton or Shaq, are guests of the players. They have to be signed in and are not allowed behind the benches. There are no cameras (digital, still or video) allowed and no autographs.

Although the Entertainment League has scheduled some away games to raise money for charity, and has participated in a USO Tour to Korea, Commissioner Shane Duffy says he's walking a fine line between promoting the league and trying to keep it under wraps.

"It's a tough balance," he admitted. "At first it was very covert and we didn't advertise it at all. Now we have some sponsors. We don't really show much of it."

Duffy, 37, originally was hired by the NBA in 1997 to work on getting NBA products placed in movies and on television. Sometimes he'd take clients to the Forum and Sports Arena. Occasionally, they'd take part in pick-up games, which led to the notion of an NBA-owned Entertainment League.

"When we first started, we were looking for anybody in the industry," Duffy recalled of the first eight-team league that featured guys such as Tae-Bo star Billy Blanks and his brothers, along with some of Eddie Murphy's cousins.

"Forget the A list," Duffy said, laughing. "We were talking the C, D or E list."

But word got around, and agents started calling. Everybody from Leonardo DiCaprio and Don Cheadle to Ashton Kutcher and Tobey Maguire wanted in. The league grew from those eight teams to 10, then 12 and to the current 16. There is a significant waiting list. In fact, with its prized official uniforms and championship jewelry, the NBAE could be one of the most exclusive clubs in Hollywood.

"We take it very seriously," Faison said, "maybe too seriously."

Duffy tells stories about the lengths players will go to in order to make the games. One of his favorites involves singer Brian McKnight singing the national anthem at a New York Giants playoff game and leaving at halftime to make sure he'd get to L.A. in time to score 28 points and lead his NBAE team to victory. Q. Parker of the R&B group 112 flies in from Atlanta every weekend to play.

Why?

"It's a great feeling," Faison explained. "Everybody has those dreams where the clock is counting down, 3-2-1, and you hit a shot at the buzzer to win. I love the fact that I'm playing for a basketball team and I contribute.

"It's a boys club in a way. The fellas can get away and play basketball, compete against each other, enjoy themselves. I love the fact that Leonardo DiCaprio can't guard me or that I can blow by Jamie Foxx."

Duffy has watched the talent level grow -- on the rosters and on the court, and he notes that participation has been up during the writers' strike. He has seen some business deals get done as the result of contacts made in the league. But when asked what has surprised him the most over the years, he doesn't hesitate to answer.

"To be honest -- that guys show up as much as they do," he said. "They have families. They work hard like everyone else. But they still find a way to get out and play basketball with each other. When I thank them for coming out, 100 percent of the time they turn around and thank me for having this league and providing them the opportunity to live their dream. It's amazing how many times I've heard that."

Duffy actually has more power in the NBAE than Commissioner David Stern has in the NBA. Before each season, Duffy puts together the rosters, selects captains and assigns the numbers for each team, revealing them at a huge tipoff party just days before the opening of the season.

So what caused Duffy to assign Ferrell No. 23 for the Cavs?

"Why not?" Duffy asked. "It's a great synergy: LeBron James and Will Ferrell. They're two superstars in their own industries."

The fact that Ferrell has a new movie coming out, "Semi-Pro," a film about the ABA, probably didn't hurt, either.

James was asked if he had any advice for the actor wearing No. 23.

"Take over in the fourth quarter," James said with a grin.

Faison laughed at that notion and said, "That's not going to happen."