The secret Santa Monica, California, facility in which the league sets up shop on Sundays feels and looks like a typical high school gym. There are Gatorade coolers on the sidelines, bleachers lining one wall, and a midcourt scoring table manned by a gaggle of statisticians and timekeepers. Getting past the front door ain’t easy, though. To keep the games relatively gawker-free, the league employs a four-man security crew, all dressed like Secret Service agents in dark suits, with the de rigueur Bluetooth dongles wedged in their ears. Food and cameras are not allowed; bags are searched on the way in. To gain admission, spectators must be registered in advance.

Even with those security measures, the NBAE League hasn’t been entirely successful in shielding its players and guests from scrutiny. While accommodations were made to sneak a pregnant Jessica Alba out a side entrance, on another occasion, a ninja-like paparazzo was able to snap a stealth shot of Demi Moore, Ashton Kutcher, and their brood. “We still don’t know where the guy was,” Duffy says.

That said, celebrities and civilians alike seem at ease in the gym’s cozy confines. In the stands, it’s all sunglasses, stilettos, and Sidekicks -- the NBAE gym may well be the planet’s preeminent venue for gawking at dolled-up women at 11 a.m. on Sunday morning. Pro players like Shaquille O’Neal, Tayshaun Prince, Mitch Richmond, Shane Battier, and Chris Bosh have made the scene in recent years. Former NFL star Keyshawn Johnson lazes about in the stands, just another guy watching his friends play ball. A few feet away, two women -- either twins or members of an En Vogue–like act -- sit together silently, dressed identically and exquisitely.

Former Jessica Simpson assistant Cacee Cobb, on the other hand, cheers on Faison with the unbridled enthusiasm of a college kid and lashes out at an opposing player who gets mouthy. “I usually don’t yell like what you saw, but it’s always rough out there,” she says brightly.

She isn’t exaggerating: The NBAE games boast considerably more intensity than one would expect from a league stocked with successful Hollywood personalities, many of whom rely on their unsullied, unscratched mugs for making a living. The league teems with one-time jocks, and former NFL players (Cain, Terry Crews, Jamal Duff, Brian White) are especially well represented. The handful of former Division I basketball players, including UCLA’s Bob Meyers, are coveted. Nana Gbewonyo (Coach Carter) recently received a look-see from the NBA’s developmental league.

On the other hand, singer/actor Brian McKnight argues that the intensity of the games shouldn’t come as a surprise. “These are some of the most competitive people in the world. They bring it onto the court.” Foxx clearly does: A few years ago, he arrived at a game still wearing the credentials from the Grammy rehearsal he skipped out on in order to play. He did, however, call in sick on the Sunday he won an Oscar for Ray. In any event, there’s something enormously cool about seeing individuals who are recognizable to a sizable percentage of the U.S. population sprint back on defense as if a back-nine series pickup depended upon it.

While nobody will confuse the overall effort of the league’s athletes with that of the Pat Riley–era Knicks, the NBAE-ers do play diligently and intelligently. The shoot-first, apologize-later mentality of school-yard hoops games still reigns, but a few teams have installed structured offenses. In fact, the Faison-led Cleveland Cavaliers (no, not the team led by LeBron) have hired a coach -- a basketball lifer known as Slappy, who declines to share his given name -- for that very purpose.

Ferrell, who plays alongside Faison, Josh Duhamel (Las Vegas), and his producing partner Adam McKay on the Cavaliers, pays close attention to Slappy during late-game time-outs. His on-court persona, a focused player who’s deferential to the ball, clashes with his off-court one. After the Cavaliers beat the Suns with a last-second three-pointer by Michael Westphal (an actor and the son of NBA great Paul Westphal), Ferrell joins his team in a raucous sideline celebration. When it quiets down, he offers, “Hey, how about a group shower?” He finishes the game with two points, two rebounds, and an assist.

Sandler, on the other hand, comes across as quiet and almost preternaturally laidback. As his New York Knicks teammates -- actors Arlen Escarpeta and Joel David Moore, among others -- prepare for their game by making layups and hopping around the court, Sandler warms up with a series of solo 10-yard sprints along the sideline. When the whistle blows, he proves to be a surprisingly cagey rebounder for a guy who stands about five-foot-ten. Unlike Ferrell, who joshes around with actor Jerrod Paige while a teammate makes free throws, Sandler maintains an all-business mien throughout.