Need a movie to keep you company until you literally can't keep your eyes open? Join us tonight when we pass out to Cop Land [starting @ 1 a.m. on Starz].

Why we’ll try to stay up and watch it: It must be hard being a victim of your own success. Just ask Sylvester Stallone. Back in 1997, America’s favorite muscle-bound galoot decided he wanted to be respected for his acting and went all method to play Freddie Heflin, an overweight and partially deaf suburban cop in James Mangold’s Cop Land. Mr. Stallone gained 40 pounds for the role (shades of every wannabe-serious actor since Robert De Niro turned the trick in Raging Bull) and even took SAG scale, despite being, y'know, Sylvester Stallone. And after all that hard work, how was he repaid? By mediocre notices and a career exile that didn’t end until Rocky Balboa delighted audiences nine years later. The response was loud and clear: no one wants to see Rocky act.

And that’s a shame, because Mr. Stallone is actually quite good in Cop Land—understated, resigned and completely castrated by his character’s own pathetic sadness. The fact that we’re watching an icon of alpha male superiority only heightens the performance: This is against-type work at its very finest.

Mr. Stallone isn’t alone, of course. Cop Land is populated by the cast from every Martin Scorsese movie ever (Robert De Niro, Harvey Keitel, Ray Liotta, Cathy Moriarty), all let loose inside the type of small New Jersey town where Bruce Springsteen songs can be heard throughout the night. Sounds almost too good to be true, right? Perhaps it always was. Yet, that we were disappointed with the film on first viewing back in 1997 has more to do with the marketing than anything else: We were expecting Goodfellas Part 2 and instead got High Noon. And, at the very least, it’s fun to play “hey there’s another Sopranos cast member!” Watch for Edie Falco, Frank Vincent, Annabella Sciorra and John Ventimiglia (Artie Bucco!), among others. There is a good chance David Chase used this movie in lieu of screen tests.

When we’ll probably fall asleep: Despite our “like” of Cop Land, we aren’t big fans of the ending, which combines the classic showdown of High Noon with the film school trickery of shooting everything in silence (to heighten Freddie’s deafness, naturally). So we'll skedaddle about 35 minutes before that mess of conflicting ideas happens, at 2:05 a.m., when Mr. Stallone meekly walks into Mr. De Niro’s Internal Affairs office, begging for a second chance to play cop. Mr. De Niro, chomping on a sandwich and complaining about a lack of napkins, seems to be having the time of his life, and he kinda blows Mr. Stallone off the screen. If you ever wondered who would win a title fight between Jake LaMotta and Rocky Balboa, you now have an answer … it’s LaMotta, in a knockout.

Need a movie to keep you company until you literally can't keep your eyes open? Join us tonight when we pass out to Rocky Balboa (starting @ 11:30 on TMCXe - TWC 232)

Why we'll try to stay up and watch it: There are two types of people in this life: those who love Rocky Balboa and those who do not. Consider us in the former category.

Basically, Sylvester Stallone decided to re-shoot the original Rocky, but with less pathos and more Botox and HGH. The results are super-cheesy, but also incredibly and hypnotically awesome. Though Rocky Balboa was only released two years ago, we've probably seen it five times. And since it's basically just a remake of every other Rocky movie in existence, it feels like we've seen Rocky Balboa five hundred times.

There is something profoundly fascinating about a man confronting his own mortality; his own realization that he won't live forever. Rocky Balboa, amazingly, deals with those very real issues, but with the intellect of a sixth grader, making it perfect for late-night viewing. Rocky is looking for one last chance, not at the title per se, but at relevance. And the film does a nice job of making Rocky's return matter. By the end of the film, he'll walk out of the ring to a chorus of cheers and flashbulbs.

Sadly, Rocky Balboa is less effective for Mr. Stallone. With his skin pulled so tight that it looks as if it could snap at any moment, the only thing Rocky Balboa recalls for Sly is a better and younger time in his life.

When we'll probably fall asleep: It's required that all sports movies have a big and inspirational speech and Rocky Balboa is glad to oblige. In fact, it has one of our absolute favorites. About 60 minutes in, at 12:30, Rocky will tell his son that life is about taking hits and moving forward. He'll also slur something about sunshine and rainbows. We'll cheer and clap, ready to attack the world. Then, we'll pass out.

After the Republican senator from Arizona, 71, has a bit of trouble hearing the Fox anchor through his earpiece, they deliver the goods. Here’s what the 61-year-old actor had to say about his primo politico:

“I like McCain a lot, a lot. And you know things may change along the way, but there’s something about matching the character with the script. And right now, the script is being written and the reality is pretty brutal and hard-edged, and like a rough action film, you need somebody who’s been in that to deal with it.”

OK, we'll give it a try. In the city, believe it or not, there is still a robust audience for old fashioned pump-the-bad-guys full-of-lead vigilante flicks, even as the politically sensitive places to stage them in are dwindling—Thailand? Burmese rebels? Really? You just can't stretch them too thin: the plethora of Manhattan man-boys who ran out to see the resurrection of the Sylvester Stallone character explains the Cloverfield drain (that and poor word-of-mouth), the shlockiness of Spartans and the Oscar-fuel behind Juno explains the rest.

Diane Lane’s Untraceable (No. 6) was precisely that, getting lost in the clutter of wide releases and Oscar hopefuls. It did modest business, averaging $18,000 on nine screens. Rex Reed gave it and Ms. Lane’s performance a good review, calling her “lovely and clever,” but isn’t this Ashley Judd territory? Tape that cat fight and watch the tickets fly, boys!

Why, hello, Michael Clayton (No. 10)! Manhattan’s box office couldn’t escape the influence of the Academy Award nominations. Warner Bros., Clayton’s distributors, put this one back in the theaters on the heels of its nomination for best picture Oscar. It averaged under $10,000 here at nine theaters—a bit presumptuous?—which would be a death knell, if this one wasn’t truly dead a week ago. Atonement (No. 8), in its eighth week, and No Country for Old Men (No. 9), in its twelfth, held on strong, both averaging a little over $12,000. But bye-bye, Sweeney Todd. Despite Johnny Depp’s nomination—am I alone in thinking that Helena Bonham Carter’s was the better performance?—the lack of a best picture nod was like a newly sharpened shaving blade to the throat.

List of theaters: Paris, Zeigfeld, Oprheum, East 85th St., 86th St. East, 84th St., Lincoln Plaza, 62nd and Broadway, Lincoln Square, Magic Johnson, 72nd St East, Cinemas 1, 2 &3rd Ave, 64th and 2nd , Imaginasian, Manhattan Twin, First and 62nd St., Angelika Film Center, Quad, IFC Center, Film Forum, Village East, Village Seven, Cinema Village, Union Square, Essex, Battery Park 11, Sunshine, 34th Street, Empire, E-Walk, Chelsea, 19th Street East, and Kips Bay.

Manhattan Weekend Box Office: How moviegoers in the multiplexes of middle America choose to spend their ten-spot is probably a big deal in Hollywood. But here in Manhattan, the hottest movies aren't always the ones making the big bucks nationwide. Using Nielsen numbers for Manhattan theaters alone and comparing them to the performance of the national weekend box office can tell you a lot about our Blue State sensibilities. Or nothing at all! Each Monday afternoon, we will bring you the results.

In between the two action stars, Stewart, dressed casually and free to curse, observed that the junk-cluttered walls of the theater, which is usually the site of the all-things-bangable percussion spectacle "Stomp," looked like they were made out of a magnet.

He riffed on O.J. Simpson's arrest for armed robbery, and joked that since O.J. got off for murder last time, he was probably now thinking to himself, "I should have killed those motherfuckers."

He empathized with Barack Obama for having a politically problematic name, and said it must be like being a Republican named “Gaydolf Shitler” running for office in the 1940s. And he did a bit about Larry Craig and other Republicans’ penchant for homosexual acts. (A heckler screamed something about how the Democratic representative Barney Frank was also gay; Stewart responded that Frank never sought to publicly condemn or legislate against himself.)

Stewart received only half-hearted applause from the somewhat sparse audience. In fact, he didn't seem to like the crowd – peppered with sometime celebrities like Tom Arnold, Rex Lee (Lloyd from “Entourage”) and Roger Clemens.

Several times, Stewart checked the time on his phone and informed the audience of agents, producers, wrinkle-less 60-year-olds how many more minutes they had to endure.

After the show, many of the guests walked down a long, white carpeted and white curtained corridor, on the sides of which buxom, welcoming and pretty much clothes-less women stood beaming like lampposts on the sides of the road.

At the corridor's end, middle-aged men and youngish women packed a ballroom where they nibbled at Italian prosciutto, cheese and grilled vegetables. They hit on each other and sipped from the beer bottles and martini glasses supplied by several open bars.

The crowd seemed excited about the opening of the casino, which used to be called the Aladdin, and had a Middle Eastern motif with decorations like plastic, jewel-encrusted pillars. After the Sept. 11, 2001, terrorist attacks, plastic, jewel-encrusted pillars and other vaguely Arabic ornaments became unpopular, and the process of transitioning to become Planet Hollywood began as early as 2004. In April, the official name change took place. Portraits of celebrities, including one of Sherman Hemsley, now hang on the walls.

Also, Bruce Willis' band is now guaranteed a venue.

After a short wait, Willis and his blues band walked out on stage. He wore a Hawaiian shirt that said "Caribbean Cowboy." On his bald head he wore a black bowler hat with a red feather. He sang songs with non sequitur-style lyrics like "She got a bad old man," and "Welcome to the beach!" Between songs he engaged in patter with the audience, often taking a few seconds to talk himself out of his gravelly, hard luck blues voice. To the audience he said, "Let me say hello to my Hollywood people," "If it was just me I'd be up here signing autographs," and somewhat inexplicably "neck and neck you mother… ha ha."

He then invited Edgar Winter on stage. ("Edgar Winter, y'all.")

Winter, who has long white hair and white eyelashes and who dresses eccentrically, sang. Willis played the tambourine. Some members of the audience filtered out, walking back down the white tunnel and emerging amid the jangling slots of the newly minted Planet Hollywood Casino floor.

Would any of those "slight revisions" include getting naked?

"I think Jeff would settle for President of the United States," said Lawrence O'Donnell, a writer for NBC's The West Wing , talking about Mr. Zucker's insatiable ambition. "He might take a rest after that."

But Mr. Zucker would not respond to the call to duty.

"Luckily for the United States of America," he said on Tuesday, May 19, "we're not going to find out."

The day before, across the street from the G.E. Building, inside the Art Deco palace of Radio City Music Hall, Mr. Zucker had commanded the stage, asking hundreds of ad buyers to " IMAGINE THE POSSIBILITIES ," the instruction that blazed across the vast, 50-foot video screen at the annual prime-time preview of new TV shows, called "the upfronts." But Mr. Zucker had also been graced with his unprecedented media power just as the actual President of the United States-and his appointed chief at the Federal Communications Commission, Michael Powell-were having their own say about what possibilities they deemed proper to be imagined on American television sets.

"I think we're all aware that the temperature has been raised," said Mr. Zucker, referring to recent F.C.C. assaults on "indecency," "but I think the best regulation has been self-regulation.

"It's the viewers who are the ultimate arbiters of whether they want to watch a show or not. They're the best gauge of what's appropriate or not."

Mr. Zucker wanted the F.C.C. out of his sight line so that he could program Fear Factor without fear and let the free market do the policing. But meanwhile, in Florida, President Bush's brother, Governor Jeb Bush, had effectively intimidated the Walt Disney Company from releasing a Michael Moore movie criticizing his brother's administration, as Disney's chief executive, Michael Eisner, reportedly indicated that it might screw up his tax break on theme parks and hotels.

Now NBC was related to its own Florida theme park-Universal Studios-and could also be intimidated by such machinations. Mr. Zucker declined to comment on any scenarios involving his new sister division, Universal, saying those were possibilities for Ron Meyer, the head of Universal Studios, to imagine.

But he couldn't defer to Mr. Meyer when asked if NBC would consider yanking Jerry Springer and Maury Povich, who host two syndicated, NBC-produced shows seen as potential targets of the gathering F.C.C. storm that may soon target daytime TV.

"No comment," he said. These are scary times for broadcasters.

Nevertheless, for now Mr. Zucker was interested in a brighter future. The F.C.C.'s crackdown, he said, "had no impact on any of our new development at all." Not only that, he had also introduced a surprise series called Revelations , a new eight-episode TV series featuring Bill Pullman as a scientist investigating apocalyptic biblical events-a nod to the sudden Hollywood discovery of religious conservatism as a profit center.

"We've had that in development for quite some time, before The Passion of the Christ even came out," said Mr. Zucker. Mel Gibson's film, he said, had only "reinforced our belief in something that works."

On May 17, Mr. Zucker, coiled and cool, walked through the crowds in the foyer after the upfront presentation show.

"I feel good," he said to the group of NBC execs who gravitated around him. He looked-as the future NBC Nightly News anchor Brian Williams had described him a few weeks before-like the fantasy love child of Don Rickles and Don Corleone. Tanned and plug-like, swarthy and shiny in his pinstriped suit and gold-and-red-striped tie, Mr. Zucker was Mr. NBC, or as Conan O'Brien had imagined him for the movie version of the merger of NBC and Vivendi Universal Entertainment, Mini-Me. Like so many of Mr. O'Brien's jokes, it was closer to the truth than anyone imagined: Mr. Zucker truly was Mini-NBC.

Charged with programming one of the most complex and far-flung media empires in the world-even CBS president Les Moonves doesn't get to futz with Viacom cable properties like MTV-Mr. Zucker had moved from Today producer to Burbank programmer to broadcast Corleone. When MSNBC president Rick Kaplan chuckled and did his own version of Mr. Zucker's lecture-circuit hand gestures, as parodied by Saturday Night Live 's departing Jimmy Fallon, Mr. Zucker flashed Mr. Kaplan a withering micro-smile that said, Not funny, slugger . When a female executive raved about a new show called Medium , starring Patricia Arquette as a woman who can see dead people, Mr. Zucker lobbed convincing curse words to emphasize his conviction: "We have so much shit ready to go," he said. "We have good stuff. That's the point. We're holding Law and Order . That should tell you everything."

It came out of him in little bursts. " The Office is good," he said. "Today, they're all good. Today, they're all good."

If you want evidence of Mr. Zucker's influence, all you have to do is look at the screen. If the schedule-saving megahit The Apprentice was about ambition, street smarts and Machiavellian ingenuity, so too was Mr. Zucker. If Dateline NBC was plugging Friends and The Apprentice with two-hour specials, it was because Mr. Zucker was branding almost anything that moved with Peacock feathers. As Sylvester "Pat" Weaver once was, as Grant Tinker once was, as Brandon Tartikoff once was, so Jeff Zucker is attempting to be NBC.

At the Radio City extravaganza, Mr. Zucker's influence was revealed in a layered Catskills joke: First, SNL 's Darrell Hammond shuffled out as Donald Trump, complete with soufflé'd hair and puckered lips, followed by Mr. Trump himself, who dispatched the comedian with a "You're fired."

"My very good friend Jake Zuckerman brought me here," said the real Mr. Trump. "Frankly, I'm the only thing NBC has going for it."

As Mr. Trump preened, Mr. Zucker emerged from behind the gold-lamé curtains:

Jeff Zucker: Um, Mr. Trump?

Donald Trump: Hello, Jeff.

Jeff Zucker: You know what, I've got two words for you : You're hired.

Donald Trump: I should be!

Who said vaudeville was dead?

But now Mr. Zucker could get down to business: hammering home the brand, making Donald Trump into-for his NBC-what Milton Berle, Sid Caesar, Jack Paar, Johnny Carson, Bill Cosby and Jerry Seinfeld had been for earlier versions of the network: the emblem, the spokesman. Somehow, this big, cheesy, unscripted megahit, The Apprentice , had become the savior of NBC's Thursday nights, and a face-saving legacy for Mr. Zucker's hitless three-year tenure as head of NBC Entertainment, and had kept him from being the Fred Silverman of his era, a disaster, and had avoided being his Supertrain . But nobody believed that a reality show-the lowest form of television production-offered as much as a scripted show like Friends .

It's amazing that the scripted sitcom is somehow being called the endangered high-water mark of television culture, but that's America in the 21st century for you.

"It's worth noting," Mr. Zucker said at Radio City, that "12 of the top 20 shows this season were unscripted. It's no passing fancy."

To think that just 20 years ago, under Grant Tinker and Brandon Tartikoff, NBC's breakout defining hit had been The Cosby Show , a sitcom about family values and racial progress, swathed in cable-knit sweaters.

Now, with network TV ratings deteriorating under cable TV, Mr. Zucker had hit ratings pay dirt with The Apprentice , starring a real-estate magnate from the first Trumpazoic era, a time identifiable by archaeological dig, and that the revived member of the tycoon species was re-educating the populace about the pleasures of ambition.

Was this the program that Mr. Zucker wanted to define his time at the network? His Cosby ? His Seinfeld ?

"It is an incredibly well-produced show," said Mr. Zucker. "People who want to dismiss shows like this probably haven't looked at how well produced it is. That's what people have missed with much of this reality-the high-end reality programs like Survivor and The Apprentice are incredibly well produced. Incredibly well produced, smart upscale programming. We're all proud to be the home of ER , West Wing and Law and Order , Scrubs and … "

Go on, Jeff! Say it!

" … The Apprentice ."

Back at Radio City, the big screen had at one point projected the droopy, still-handsome mug of Mr. Zucker's latest quarry, Sylvester Stallone, sitting in the audience, beaming, another vintage star from the Supertrain era-when the networks still dominated-when giants still trod 30 Rock.

Mark Burnett-the creator of Survivor , The Apprentice and The Contender , Mr. Stallone's boxing reality series-insisted that NBC needed Mr. Stallone, and not the other way around. "Stallone is a worldwide megastar," said Mr. Burnett at the NBC after-party in Rockefeller Center. "Look over there now," he said. "Everybody wants a piece of Stallone."

He looked over there. Mr. Stallone was standing before an NBC scrim, mugging for photos with advertising executives.

"He doesn't need any branding," he said. "He's doing this because he cares about boxing, that's all. He doesn't need the money, he doesn't need anything.

"It's not a plan of branding," he said. "It's a plan of art."

Mr. Zucker had announced a new strategy of year-round, 52-week programming. No more making a big deal of the fall. Now, like cable, the network saw no boundaries-every season was back to school. Mr. Zucker attempted to assuage fears that the scripted program was endangered, presenting Law and Order and Joey as the Shakespearean dikes that would protect television from the complete flood of reality programming. Mr. Zucker's admirers said he could be trusted, he knew TV inside and out. They made the same case for him that had been made for every successful network executive, bad and good, in the last 50 years, from Pat Weaver to Mr. Silverman to Brandon Tartikoff: Jeff Zucker liked what America liked, he was pure TV gut, bottled in a TV executive.

"He doesn't try to pander to an audience, he doesn't try to come up with something gimmicky that they will like," said Adam Levine, a former NBC News producer and Bush White House press official. "'What is interesting to people? What would I want to watch?' That's how he does it. He doesn't separate himself from people. He doesn't overly focus-group things or go with conventional wisdom. He says, 'I'm the demographic. What do I like?' And it works."

As executive producer of Today , Mr. Zucker had honed his instincts on the news side, where he gained the confidence of television professionals: because he knew how to make TV, was trusted for his speed and understanding of how to make, say, a beet-salad cooking segment zing . Not everyone can do that.

Even after Dateline NBC had churned out hours of "investigative journalism" on The Apprentice and Frazier , the television professionals still had confidence that Mr. Zucker, a master at fusing news and entertainment into steroidal prime-time programming-like the Dateline – Access Hollywood sit-down with Ben Affleck and J. Lo-would retain the dignity of the news division.

"You gotta look at it in toto," said Brian Williams. "Look at the hours Dateline has done on race, on veterans, on education. And that they do a Zeitgeist -y hour on what we're seeing unfold here is, I think, perfectly understandable. It's harder and harder these days to be truly pious and godly in television news."

Mr. Williams described himself as a "huge fan" of Mr. Zucker, who he said often came by the studio for some jovial towel-snapping. Mr. Williams said Mr. Zucker's favorite expression was "No question." Responding to Mr. Williams' observations, Mr. Zucker repeated it often: "No question … no question … no question." So Mr. Williams insisted he wasn't worried. "I can afford to sound a little old-fashioned and put blinders on," he said. "Nobody's saying to me, 'Hey, we want to scooch up the temperature at Nightly a little bit.' No. And I hope it never comes across as pious, but you know, I do this for a living for a reason; otherwise, I'd be working somewhere else."

Jeff Zucker, said Lawrence O'Donnell, was "the only person in his position who has been a hands-on TV producer and television executive during the period where volcanic eruptions were going on all over the field, that created cable news, that created the expansion of original cable dramatic programming, that saw the introduction of reality in prime time-all the things that have reshaped the map of TV, including the declining share of broadcast audience."

Well, he might be right.

But in a sense, Mr. Zucker is The Apprentice himself.

"At least it's not some plastics guy like Bob Wright," said one network insider, referring to the NBC Universal chief executive. Mr. Wright is widely believed to be grooming either Mr. Zucker or NBC president Randy Falco-the business head of the TV group-as his replacement once he retires. Mr. Wright is 61, and G.E.'s retirement age is 65. And Mr. Zucker, like Mr. Wright a fellow cancer survivor with a competitive streak and the poise of a shark, was ready for whatever might come. "There's nothing that Jeff Zucker can't do, and I mean nothing in the world," said producer Adam Levine. "He's a natural leader. He's a natural manager. Do I see a little bit of Jack Welch in Jeff? Absolutely. I think the sky's the limit with Jeff." Let's take his word for it. Mr. Levine worked in the Bush White House and watched Jeff Zucker make Donald Trump the Milton Berle of 2004. Sky's the limit.

He still had the paunch and the 70's-era cabdriver looks. At 62, he's a compact bull of a guy, with huge Popeye-like forearms. He'd been hitting the heavy bag earlier that day and swinging a sledgehammer around his backyard on the Upper East Side. Now he was working on a whiskey and an unfiltered Camel. He smokes three packs a day.

Recently, eager for publicity and a distributor for Murder on Mott Street , a film he wrote, directed and stars in, Mr. Young faked his own death. On a Web site with the headline "Actor Found in Mott Street Apartment-Was It Suicide or Something Else?", he posted a picture of himself slumped naked in a bathtub. There were also pictures of him at parties with past co-stars like James Caan, Sylvester Stallone and Talia Shire. Mr. Young belongs to that category of actor who has never made it big, but who remains a poignant cultural artifact and a recognized talent by directors like Nick Cassavetes, who cast him in She's So Lovely , in 1997. And it may be that we like Burt Young because he didn't make it big and yet is still around-reminding us that we, too, are still around. And maybe we haven't had any big hits since 1976, either. Maybe we all have a Roomies with Corey Haim and Amityville II: The Possession in our pasts, too.

That said, Mr. Young's one-shot performance as an emphysema-afflicted hit man in an episode of The Sopranos last season was truly scary, brilliant scene-stealing stuff. It indicated that Mr. Young's best work may, indeed, be in front of him.

In Murder on Mott Street , Mr. Young plays Bruno, a counterfeit artist on the lam in Little Italy. "He's not tough-he's like a simple giant, a wounded human," he said. Bruno cries a lot in the film, drinks whisky, tries to kill himself, kills someone else, and imagines falling in love with a pretty young neighbor. He also has a full frontal nude scene in a bathtub.

He let his friends know he wasn't really dead. Some of them thought it might look cheap to promote the film this way. "I told them, 'Don't worry, it is cheap!'" said Mr. Young.

He was a little downbeat, despite the mischievous chuckling. He said he was on the outs with his girlfriend of nine years, a blond dermatologist with whom he lives on Fifth Avenue in the East 90's. "I adore women," Mr. Young said. "I'm pliable, like a piece of clay, a Labrador. I'm not smooth-I just drool."

Years ago, he said, he went out with his Rocky co-star, Talia Shire, "for a blink of an eye."

"I adored her," he said, adding that for the sake of his career she wanted him to distance himself from the neighborhood toughs he grew up with. "I told her I want to stay like I am. I might walk slower. I like my width. Rather than flying high, I'm wide. I still have ambition, but I'm slow. I'll never be Tom Cruise. Many people have bypassed me. I'm like a fire hydrant. Maybe even a dog has come by and bothered me."

He said his dream is for Sean Penn to direct a play he's written, called A Letter to Alicia and the New York City Government from a Man with a Bullet in His Head . He met with Mr. Penn in San Francisco earlier this year, but he hasn't heard back.

"The truth was, I thought it was a done deal," he said.

Burt Young grew up middle-class in Corona, Queens. He refused to reveal his real last name. "You want me to get put away?" he said, chuckling. His father was an ice-delivery man and sheet-metal mechanic. His mother is 95 and they talk every day.

He made good grades but ran with tough kids. In junior high, he played hooky-for three months. When he was 15, he started dating a woman who looked like Kim Novak and was married with two kids. He got into a fight with her husband, so his father told him to enlist in the Marines. His cousin Frankie agreed. Frankie wore a suit and drove a Cadillac. He was in numbers. "Frankie told me, he says, 'At this time you're half a man, half a kid,'" said Mr. Young. "'Go in the service for two years, then you come out, and if you still want her, then you'll make the decision as a man.'"

When he got off the bus at boot camp, an officer grabbed his hat, threw it on the ground and started jumping on it. "I was in shock," said Mr. Young. "I guess I looked a little in need of some torture."

In Okinawa, Mr. Young caused a mini-riot among a bunch of anti-American protesters. "So they put me in the brig," he said. "The Okinawa brig at that time was the worst-people go nuts in there."

Boxing saved him. "I was good, but I really wanted to go home," he said. "I missed my mama and my papa. I was sad."

After two years, he left the Marines and married a woman named Gloria. A cousin in New York got him a job in his "lending business."

"He was leaving town, and he gave me all his bad accounts," said Mr. Young. "I tried to make a living. I was in every business that didn't need an inventory. Shampooing carpets, everything." He fought 17 pro boxing matches in the ring-and some outside of it. Once he was shot in the shin bone. The second time he was shot in the hip and some people died. So he and Gloria packed up and moved to the quiet of Nantucket Island, where someone fixed him up with silk-screening work. After a year and a half there, his wife made it clear she hated it and the dilapidated house they were living in.

Back in Queens, she pushed for him to get into something stable, like sanitation. Tears appeared in his eyes when he talked about Gloria. She died in 1972.

"I was never a wolf when I was married," he said. "I didn't cheat. Maybe once, twice."

He got into acting in 1969. Because of a waitress named Norma. "She was so fucking beautiful, you couldn't believe how beautiful," he said. "And she wouldn't talk to me. She talked to everybody else. I tried being humble, no good. Tried being a tough guy, no good. Finally I said, 'Why aren't you an actress?' She lit up. She said she wanted to study with Lee Strasberg, only she couldn't get in. I didn't know who the fuck Lee Strasberg was. I thought that was a girl."

Mr. Young figured if he got into this Actors Studio, maybe he could get Norma in, too.

So he wrote Strasberg, saying he wanted to learn to act but admitting his troubles with the law. Strasberg invited him to his Central Park West apartment. After a brief chat, the acting guru told him he didn't think he could be an actor, so Mr. Young got up. "Sit down," Strasberg said, telling him that he'd never seen such "tension in a face." According to Mr. Young, Strasberg told him, "I feel you are an emotional library. Would you work with me?" He was 29.

Mr. Young acted in plays with the Actors Studio, and got Norma an audition. But she succumbed to stage fright in front of Strasberg, Shelley Winters and Paul Newman. Exit Norma. Seven years later, when he got his Oscar nomination for Rocky , Mr. Young received two telegrams. One was from a neighborhood pal who wanted Mr. Young to mention his bowling alley, Vinnie's Hideout. The other was from Norma, who wrote, "Remember you owe everything to me. Love, Norma."

"I was the only actor that didn't have to audition for Rocky, " Mr. Young said. "They auditioned Burgess Meredith, Talia. I was the highest-paid actor. At that time, I was sort of looked at like an actor's actor."

Mr. Young said he played his character Paulie as "all burly on the outside and all quicksand inside. The bluster covered him, the way he walked. I made him wide . I put on three pair of clothes. I made him have no neck. His insecurity, of course, I patterned from me."

Before Rocky he'd been in a few movies, including Chinatown. He'd become friends with James Caan, and stayed with him in Hollywood. "We were inseparable," said Mr. Caan. "I got him on a training program. He ran 12 miles a day and gained 12 pounds. Unique. Very unique."

"He's one of my closest friends," said Mr. Caan. "I know if I said, 'Burt, I need you here because of whatever,' he'd be on the first plane."

Mr. Caan tried to explain Mr. Young's appeal. "There are a lot of choices people make as actors, and the boring ones are the ones that are the obvious ones," said Mr. Caan. "You play a bad guy, you're tough; you play somebody who kills people, you snarl-you know, those stereotypical things. Well, there's positive choices and negative choices, and the positive choice would be a killer who makes believe that everyone he kills is a mercy killing, and he's doing it out of love. The audience doesn't have to know that, but if that's what you're playing, that makes you interesting-'God almighty, that guy is scary,' but the audience doesn't know why that is. Burt has a penchant for making those kinds of choices; it's what makes him interesting to watch. It's something that you can't teach anybody, and secondly, he has the balls to do it. He does it balls to the wall. He has the guts, which very few people have."

Flying, however, is a different matter. Mr. Caan said Mr. Young used to be rather frightened of being airborne. "I'm talking about major terrified," said Mr. Caan. "He'd take a horse pill; he wanted to be comatose. One time he was on the aisle and I was next to him, and the stewardess walked by and I reached over and just kind of patted her butt. And she turned around and gave Burt a stare like she was going to kill him. And Burt just swallowed his tongue, because that's what happens-he gets so embarrassed he can't say anything. And she turned around and I did it again. She came so close to slapping him!"

After Rocky, in addition to a lot of forgettable work, Mr. Young received recognition for his roles in movies like The Pope of Greenwich Village , Once Upon a Time in America , Last Exit to Brooklyn and Mickey Blue Eyes . He became a regular at Sparks Steak House and Rao's (its owner, Frank Pellegrino, has a role in Murder on Mott Street ). He bought a restaurant in the Bronx and named it Burt Young's Il Boschetto.

The role of Paulie, however, kept coming back. Rocky V , the last one, was made in 1990. Mr. Young still wears a gold Cartier watch Mr. Stallone gave him at the time, inscribed, "To Burt, a great friend."

"I think they fucked up the ending," said Mr. Young. "I thought it was a shit movie. There's a major scene in that movie that Stallone wrote. A scene where Paulie inadvertently signs away their empire-it's all gone, by his own stupidity, his brashness."

The studio didn't like the scene, in which a despondent Paulie pulls out a .45 pistol.

"I'm gonna do myself," Mr. Young said. "Then Rocky walks in and talks me down. And the movie needed it! It was in the movie up to two weeks before it was released. I said to Stallone, 'Make sure it stays in the fucking movie.' And of course they dropped it out. How could they drop it out on Stallone at that time? So it means he dropped it out. And I'd said, 'If that thing ain't in the movie, you know, cross the street, I'm not your pal.' That's what he does now when he sees me-he leaves the room.

send-up of vaudeville and its splashy homage to old movie musicals, Moulin Rouge is the closest thing I've

seen to a filmed nervous breakdown. Part Las Vegas floor show, part MTV music

video, part opera, this titanic $53 million turkey brings the Belle Epoque to

life to the music of Madonna, David Bowie, Elton John, Marilyn Monroe and much

worse. Set in 1899 in the decadent Paris nightclub-bordello called the Moulin

Rouge-but filmed entirely on claustrophobic studio sets in Australia-it's a

kitschy, bloated, cornball retread of the Alexandre Dumas classic Camille with pop songs. I liked it

better when it was La Bohème .

This time it's not Greta Garbo, but Nicole Kidman who plays

the courtesan dying of consumption, and she's not legendary Marguerite Gautier,

but an expensive tramp and cabaret star called Satine. Instead of Robert Taylor

as the dashing but naïve hero who falls in love too late to save her, we've got

Scotland's scruffy Ewan McGregor, appearing for the first time with his clothes

on. He plays Christian, a poverty-stricken writer who has come to Paris to

become a bohemian. When the penniless poet first locks lids with the beautiful

but somewhat dopey Satine, she's descending from the ceiling of the Moulin

Rouge on a trapeze, crooning "Diamonds Are a Girl's Best Friend" in a swirling

circus of can-can dancers. Before you can say "Let's put on a show,"

Toulouse-Lautrec appears as a limp-wristed, light-in-the-loafers dwarf with a

speech impediment (played by John Leguizamo on his knees) who talks the

gooey-faced poet into writing a new cabaret revue called "Spectacular! Spectacular!"

Under the hallucinatory influence of lime-green absinthe, he thrills the

creative staff of the Moulin Rouge by belting out "The hills are alive … with

the sound of music" and gets hired on the spot.

As the movie blathers on for 130 minutes, a cast of hundreds

thumps and kicks through rap songs ("Outside it may be raining / But in here

it's entertaining"), an Arabian Nights number replete with belly dancers and

Indian maharajahs, an Argentinian prostitution tango, and other irritating and

pointless excesses designed to recall the glorious days of MGM musicals,

without a shred of their originality or charm. Even the man in the moon sings

along, while the plot spirals downward into a musical farce involving the two

doomed lovers and an evil, jealous, lisping Duke (Richard Roxburgh) who will

close down the club unless Satine sleeps with him on opening night.

Garish costumes, cartoonish sets drowning in glitter and

suffocating fire-engine-red velvet, and hysterical overacting substitute for

taste, imagination and real entertainment value. To save the Moulin Rouge and

the life of the man she loves from the sneering Duke's murderous henchmen,

Satine must make the ultimate sacrifice. "My heart may be breaking / My makeup

may be flaking / But the show must go on!" she wails, between songs by Dolly

Parton, the Beatles and Bono of U2. It's stupefyingly awful.

Australian director Baz Luhrmann, who foolishly thinks he's

a reincarnated Vincente Minnelli, tried the same revisionist musical ideas in

the equally dreadful Romeo + Juliet ,

but at least the presence of Leonardo DiCaprio kept the kids interested. The

campy Moulin Rouge isn't likely to

appeal to the same teenage market. Kids don't even know who Nicole Kidman is,

and the film's coy flirtation with sexual innuendo is not for the mall trade. I

admire the weird, crazy intensity of Mr. Luhrmann's anything-goes attitude, but

I prefer eccentricity packaged in one style, not every style at once. Wildly

artificial, with extravagant visuals shot at neurotic angles, it reflects the

director's obsession with showbiz spectacle, but its operatic emotions just

seem silly. An operatic film with rock songs that lack the weight of Puccini

arias does not fit one critic's description of Moulin Rouge as a " folie de

grandeur ." With its twirling cinematography and 10 camera angles per

minute, it's a film about editing, not art. And the plight of poor Nicole

Kidman, fragile and luminous at the same time, left to her own devices while

trying desperately to carry a tune, is an alarm signal for help under duress.

Mr. Luhrmann cares less about actors than he does about lighting; never have I

seen a star so much in need of a real director. (What George Cukor could have

done with a camera-ready face like hers.)

Chaotic, phony and elephantine to the point of lunacy, Moulin Rouge neither erases the memory

of the color and spirit of fin-de-siècle

Montmartre, captured so brilliantly in John Huston's 1952 film of the same

name, nor resuscitates the dying art of movie musicals. It's like being trapped

at a party that doesn't know when to end, with the exit door locked. If this is

the music-video wave of the future, I want to be elsewhere.

Crash and Die Already So We Can Go Home

Movies in brief: The new and disastrously ill-advised

tendency to infuse old genres with rock songs reminds me of Dorothy Parker's

famous line: "What fresh hell is this?" The plague that stigmatizes Baz

Luhrmann's films now spreads to the Arthurian legends in the cheesy,

sock-it-to-me teenage adventure A

Knight's Tale . Written, produced and directed by Brian Helgeland, who would

have been at a loss to do even one of the three chores, A Knight's Tale is nothing more than a greedy attempt to exploit

the sudden teenage popularity of Heath Ledger, who was a hit with magazine

editors (if not the public) playing Mel Gibson's son in the Revolutionary War

saga The Patriot .

Playing the son of a lowly peasant who cheats his way into a

jousting tournament to change his destiny, the young Australian heartthrob

seems miserably at sea with both his clanking armor and his idiot dialogue.

Posing as a bogus knight to ride-'em-cowboy in the world of competitive

jousting and win the love of a princess, he's more like Danny Kaye than Errol

Flynn. Sports movies are rarely successful, so who thought a medieval sports

movie in Camelot was a good idea? A movie about a teenage loser who beats the crap out of foppish noblemen

to 70's classic-rock songs is obviously nothing more than director Helgeland's

frustrated adolescent fantasy. Clearly, no one ever told him that the nerd in

his room playing Dungeons & Dragons and listening to Aerosmith CD's never

gets the girl. A Knight's Tale is a

dumb rock 'n' roll fairy tale even Sir Lancelot couldn't save.

Sylvester Stallone

returns to the big mall near you to disappoint once again in Driven . Formula One fans may be thrilled

to know he has created a film that breathlessly captures some of the adrenaline

of Grand Prix racing, but after two hours of spinning around in frenetic

circles accomplishing nothing, the audience waits for them to crash and die so

we can all go home.

The real focus here is

brash, impetuous Jimmy Bly, a driver so fearless he was even a go-cart champ

when he was 8 years old. To this young racing Mozart, Mr. Stallone plays the

aging Salieri, the near-great has-been who shows him the rules of the game.

Sound familiar? It is. In Rocky , it

was the young boxer and the aging trainer. In Rambo , it was the young soldier and the aging colonel. Only now,

Mr. Stallone has run out of ideas and has nothing new to say. The point-if

there is one-is lost in a tiresome parade of meaningless subplots, wasted

characters and four-word sentences that pass for dialogue. Definitely a movie

for people who like to watch things smash and burn, including a few inexplicable

careers.

Hoagy Carmichael's Homespun Jazz

In a cabaret world often devoid of authenticity, the

engaging performer Phillip Officer is the real deal. Celebrating his new Jerome

Records CD, Hoagy on My Mind , through

May 27 at Arci's, he sings the bluesy, rhythmic and often bucolic songs by one

of America's finest but most under-appreciated songwriters, the great Hoagy

Carmichael. The Indiana Hoosier who died in 1981 wrote songs inspired by the

American landscape, became a great influence on Bix Beiderbecke, Bob Crosby,

Kay Starr, Bing Crosby, Dave Frishberg, Bob Dorough and many other musicians,

and added warm, no-nonsense reality as an actor to such memorable films as The Best Years of Our Lives , To Have and Have Not and Young Man With a Horn . I don't know why

more performers don't investigate his work, but whenever a cabaret headliner

has the taste and intelligence to do so, I'm the first in line to listen.

Joined by an excellent

pianist, Mark Hartman, and the illustrious Chicago jazz violinist, John Frigo,

Mr. Officer is offering one of those rare cabaret acts in which the

accompaniment is as exciting as the headliner. Together they bring enormous

feeling to classics like "Star Dust," "The Nearness of You" and "Skylark," and

introduce us to some of the less familiar Hoagy songs, such as the haunting

"Blue Orchids" and the laconic, oddly affecting "Moonburn." Mr. Officer unveils

a ballad arrangement of "Heart and Soul"-a song I never much liked before-that

is a musical revelation, and in an arrangement both innovative and adventurous,

he even brings a masculine point of view (and a different tempo) to the Marilyn

Monroe–Jane Russell duet, "When Love Goes Wrong," from Gentlemen Prefer Blondes .

Mr. Officer's sensitive intonation and phrasing blends technical

proficiency with a youthful enthusiasm for Hoagy's special kind of rural,

redolent, homespun jazz. What he lacks in big-toned pyrotechnics, he makes up

for with piercing sincerity and a love for lyrics that has the ring of personal

truth. The patter is mercifully minimal, even when he talks about Hoagy's movie

career, and he's a master at personal interaction with his audience. Phillip

Officer, like Hoagy Carmichael himself, does not play the zither, tell jokes,

relate the story of his life, whistle or slap his cheeks in ragtime. He just

sings-sweetly, happily, reverently and straight from the heart.