Uh-huh. Anyone who thinks the words “Spelling” and “models” don’t add up to a sudsy hot-tub soap filled with gratuitous babes and buff hunks hasn’t been watching enough TV in the last 20 years. And after Fox’s relentless PR campaign, anyone who hasn’t heard about the show’s June 29 premiere has been living in a cave.

“Models” is being spun off the addictively popular “Melrose Place” just as “Melrose” was spun off “Beverly Hills 90210.” Linda Gray showed up on “Melrose” in April as bitchy Heather Locklear’s bitchy mom and the head of an L.A. modeling agency called – what else? – Models, Inc. Two other “Models” stars, 18-year-old actress Cassidy Rae and Ford model Stephanie Romanov, were also planted in “Melrose” plot lines. Now, as “Melrose” relocates to Fox’s Monday-night lineup, the hourlong modelfest is poised to take its place.

The formula will remain the same. “Models” cocreators/producers Pratt and Frank South are packing the show with the over-the-top plots and camp characters they used to turn “Melrose” into a hit. “We burn a lot of story in an hour,” says South, meaning three cliffhangers a week instead of one every three weeks. “Bam, bam, bam – it’s like whiplash.” Spelling, who micromanages down to the actresses’ hair and Nolan Miller wardrobe, was looking for “stardust” (read: gold dust) from almost a thousand models and actors who auditioned. Also a la “Melrose,” there is a devil among Aaron’s angels, in the form of a tart-tongued Australian model (Travis). A black model (Garcelle Beauvais), just added to the lily-white cast, will show up around episode five. By then, modeling issues “explored” on the show will have included sexual harassment, ageism and eating disorders. The timing is canny. Supermodels are household first names (Cindy! Naomi! Elle!), and fashion is the Wall Street of the ’90s. “In the ’80s it was rich and powerful people with big problems,” observes “Dallas” veteran Gray over lunch in the Lakota tepee she has erected in her backyard. “Now it’s beautiful people.” With even bigger problems.

On location in a quiet L.A. neighborhood, a classic Spelling scene is unfolding. A pretty actress (Teresa Hill) is standing in front of a house arguing with the equally pretty actor (David Goldsmith) who plays her boyfriend. He’s wearing a T shirt and jeans. She’s wearing a T shirt and black bikini briefs. Cut! Print it! What are they arguing about? Who cares: check out those firm, tight issues. Back at the trailer, a poised and sensible Rae, who plays the show’s naive ingenue, sits in a makeup chair clutching a copy of Vanity Fair. Doesn’t a show about models promote the same superficial beauty-myth values as real-life modeling? Says Rae: “It’s gonna be pretty hard to change the culture from being superficial.”

Very hard. Which may explain why Spelling, 71, is back. In 1989 he was embarrassed off the air by his T & A nursing serial “Nightingales,” and for the first time in years didn’t have a show on the air. This fall, he’ll produce four network dramas, a sitcom, a mini-series (James Michener’s “Texas”) and two shows for syndication. Puffing on his trademark pipe, he holds court at his Wilshire Boulevard headquarters, a vast beige office whose most conspicuous decoration is a $170,000 pinball machine given to him by his famously unfrugal wife, Candy. This prize possession has been customized with all his greatest hits: “Charlie’s Angels,” “The Love Boat,” “Dynasty,” “90210,” as well as recorded greetings from stars whose careers he made (or remade): Joan Collins, Luke Perry, the late Herve Villechaize. To woo Gray for his new series, he told her, “You’ll be the Ricardo Montalban of “Models, Inc.’ " From the man who made Montalban’s long-running series “Fantasy Island,” there is no higher compliment. A centimillionaire who lives in a 56,000-square-foot palace in L.A.’s Holmby Hills, this gnomish mogul exudes a benign folksiness that hides his instinct for what he calls “mind candy” and critics prefer to call “schlock.” Of “Models,” his newest prime-time bonbon, he says, “I love beautiful people. I wish I’d been born one.”

Don’t we all. Many advertisers have blind faith in Spelling’s ability to deliver our fantasies. “We’ve bought “Models’ for a number of clients sight unseen,” says Paul Shulman, a New York media buyer whose company purchases TV spots for Ralston Purina and Sears. Coke has tied its $350 million summer promotional campaign to the show. Fox has been touting a deal with Express and Structure clothing chains, which in August will unveil posters in malls nationwide with the “Models” cast sporting the stores’ youthful garb. The network’s gimmick-prone PR department put out a press package on the show in a thick binder designed like a model’s portfolio. But remember: it’s not a show about modeling. Right. And “Charlie’s Angels” was a feminist manifesto.