"Peter," Larry Gagosian bellowed. "Pe-ter!" Bon vivant photographer Peter Beard swiveled around and bounded through the crowds to bear hug his old friend. Gagosian smiled, pleased to have found a familiar face. Minutes earlier, the dealer had commented to one of his glamorous female staffers, "I don't know any of these people."

It is opening night at the first photography exhibition at Gagosian uptown on Madison Avenue, a show of works by South African resident Roger Ballen titled "Outland." Photography arrived at the Gagosian Gallery in earnest last June when Rick Wester, Christie's photo expert for nine years, traded in his gavel to become a private dealer. For his first show, Wester and associate Natica Wilson chose an artist whose images rival Diane Arbus in the disturbing department.

"Outland," Ballen's first exhibition in the U.S., includes 45 black and white images shot over the past two decades. Works are available in editions of 35 and 20 and range in price from $3,000-$20,000.

"The word Outland means on the edge of society," Ballen, 51, explains, "and also on the edge of the psyche." His subjects, many of whom appear mentally and physically impaired, live on the outskirts of Johannesburg. "This is a marginalized group of people," he says, "but at the same time, a visual archetype." He meets people, visits their homes and cultivates long-term friendships. "It's a very complex relationship, a working relationship."

Ballen's bearded face is deeply tanned. At the opening, his lean 6 foot, 3 inch frame was dressed down in a blue wool sweater and slacks. Ballen's manner was as laid-back as his attire. Unruffled by the opening night hoopla, he exuded a Zen-like calmness.

A native New Yorker, Ballen grew up surrounded by photography. His mother ran a pioneering 1960s gallery called Photography House, one of the first to sell Andre Kertesz. Magnum photographers dropped by for coffee. "Through osmosis," Ballen said, "I began to understand serious photography." Uninterested in commercial picture-taking, Ballen moved to South Africa and worked as a geologist. "Geology is a good discipline for instilling a methodical and scientific approach to the world around you," Ballen says. Geology also paid the bills, subsidizing his photography.

Ballen describes the photographs he made after the mid-'90s as purely esthetic. He composes scenes that exist in a realm between reality and fantasy. He refutes any political or social agenda. "A lot of people get uneasy and disturbed viewing these images," Ballen says, "my work is psychologically oriented, a tragic comedy, between fact and fiction. That is what makes it different and complex."

In Man Holding a Small Puppy (1999), a sinister white wall, coated by fungal-like layer of black dirt, frames the subject seated on a stained floral mattress. The man's outline creates a triangle, a form repeated by a black electrical cord hanging limply from above. A powerful blackened hand with large white fingernails cradles the head of a sleeping puppy. The man's bright eyes, stare away from the lens, away from the viewer, towards nothingness. Ballen's intimate interiors recall the world as captured by Walker Evans and squalid conditions confronted by Jacob Riis.

Peter Beard craned his head forward, peering into deep creases on the subject's visage. "This is sooo interesting!" he said, waving hands speckled with blue and yellow paint. "This man looks like an Eskimo. It's brilliant how the scenes are organized so that they look unorganized." Beard, sporting a L.L. Bean-esque blue and white flannel plaid shirt under a professorial blazer, dashed off, his hep brown leather sandals striding over Larry's sleek wooden floors.

Elton John moved around the show in more measured steps. Looking somewhat paunchy in a brown suit and bright orange tie -- sorry, Rocket Man -- Sir Elton toured the perimeter with a woman who might have been his art consultant. Moving in for the interview, I was intercepted by a stocky bodyguard with a militaristic crew cut, who shot a grimace at my reporter's pad, then me. John was accessorized with a pair of elegant gold wire rim eyeglasses and a strawberry blondish Beatles style wig. About three-quarters of the way around the gallery, he summoned Wester, and snapped up at least a half dozen prints. Ballen later mentioned that John is one of his biggest collectors.

Sarah Kate Gillespie, a Ph.D candidate in the history of photography at the City University of New York, paused in front of Dresie and Casie, twins, Western Transvaal (1993). "Reminds me of American West by Avedon," she said. Gillespie moved towards Elias coming out from under John's bed (1999). She noted Ballen's focus on detail -- a nubby gray felt blanket, delicate hairs on the subject's hand. At Plumber's Assistant (1998), Gillespie noted, "This is reminiscent of Arbus' 1962 photo, Boy with a toy hand grenade in Central Park, NYC. The gaze, the gesture."

Just when the conversation started to get heady, in breezed David Patrick Columbia, editor of Quest Magazine. Other social heavies were on their way out, including Sotheby's Jamie Niven and real estate wunderkind Abe Rosen. Philanthropist Henry Buhl appeared in time to join Ballen, Gagosian, Wester and other honchos for dinner chez Le Charlot.

The next day, Ballen spoke about his photographs. "That's what art is about," he says. "A self-discovery process, trying to understand one's own process. Art's a tool to do this. Ultimately the pictures are about me; they are self-portraits."

Ballen's self-portraits are apparently not so loved back home in South Africa. The photographer received death threats after his last book was published. "The previous book showed a group of white people that the government didn't want to show." This doesn't bother Ballen. "I'm not taking the pictures so people want to take a holiday in South Africa."