Hey, Baby, The Rats Are Back -- A New Hbo Movie Sizzles With The Best - And Worst - Of An Era

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XXX 1/2 "The Rat Pack," with Ray Liotta, Joe Mantegna, Angus Macfadyen, Bobby Slayton and Don Cheadle. For mature audiences only. Directed by Rob Cohen; written by Kario Salem. 9 p.m. Saturday on HBO; contains nudity, profanity, sexual situations.

"The whole world is drunk and we're just the cocktail of the moment, pally. One of these days everybody's gonna wake up with a heckuva hangover, down two aspirin with a glass of tomato juice and wonder what the hell all the fuss was about."

- Joe Mantegna as Dean Martin in "The Rat Pack"

As one of their very famous songs went, you've either got - or you haven't got - style. The Rat Pack had plenty. Forty years later, we happen to live in an era that notoriously lacks it.

Perhaps this missing element accounts for why Dino, Sammy and Frank have undergone a resurgence in popularity that borders on godhood. Weighed down by the drab dangers of excessive carousing, young adults yearn for an age when buoyant libidos and flamboyant artistry ruled with seeming impunity.

Fortunately, HBO's original film "The Rat Pack" is as full of flair as its title-holders might have liked. What's surprising is the way the deftly handled drama exposes the darkness without destroying the glamour. Swanksters, break out the steaks and martinis and seek no more than the nearest TV set this Saturday night at 9.

HBO's production is bookended by the bittersweet. At the beginning, we witness a sort of prologue with an older Frank whose friends mostly have passed on to Cloudsville. ("I miss my guys," he says.) At the far side of two hours is the end of the party, as predicted by Dean.

But in between - ring-a-ding-ding! Unlike that epoch chronicled by Charles Dickens, this was strictly the best of times, baby.

It was after Frank Sinatra split with Ava Gardner, Dean Martin split with Jerry Lewis, Peter Lawford merged with Patricia Kennedy and Sammy Davis met Swedish actress May Britt. The year 1960 had just dawned and, thanks to a cocky Massachusetts senator about to throw his hat in the presidential ring, America would soon be front row to the first major fusion between Washington and Hollywood.

In this movie, the flashy opening sequence sets the tone. Frank (Ray Liotta) pounds home a final number. Offstage, flawlessly dressed and Jack Daniels in hand, he ribs Dino (Joe Mantegna) on the phone before heading out to catch Sammy (Don Cheadle) at Ciro's. In a perfect moment, the camera closes on Sinatra's hand grabbing his porkpie off the two Oscar statuettes on which it's carelessly perched.

Seconds later, Sammy, recovered from the car crash that claimed one eye, performs a virtuoso turn of drum-playing, trumpet-playing, singing and tap dancing. He introduces Frank - "A man who picked me up when I was so very, very down" - who strides out wearing a matching black eyepatch.

The next morning, we see Frank catch Jack Kennedy (William Petersen) on TV and fall rapt, as so many did, to that playboy politician's fabled charm. "This country needs shaking up," says Frank. Kindred spirits were about to kindle in a sometimes heady, sometimes unsavory triangulation of politics, show biz and organized crime.

What Rat Pack aficionados learn about the seamy side of Las Vegas and Camelot is unlikely to sway their devotion. Given today's gap between fiftysomething media pundits obsessed with presidential shenanigans and twentysomethings who couldn't care less, the younger generation may prefer a time when misbehavior was overlooked if the talent was big enough.

Besides, "The Rat Pack" never feels like sordid expose, even while stringing together a series of well-chronicled, infamous liaisons.

The noble is joined with the notorious as Frank displays equal support for Sammy's interracial marriage to Britt and for mob members who gave him gigs when he was out of work.

That sort of blind loyalty has perennial appeal to young men, many of whom form the core of renewed interest in the Pack and Vegas. (Just check out numerous Web sites, not to mention the CD racks brimming with everything from Tony Bennett to Esquivel.)

Another source of the Pack's appeal is that it contained diverse personalities with whom to identify. HBO could have gotten away with far less on this score, settling for mere singing, swilling, smoking and shacking up. That we get far more is due to Rob Cohen's subtle direction, a fine script by Kario Salem (a Peabody winner for "Don King: Only in America") and several outstanding performances.

Chief among these are Don Cheadle, whose star has steadily risen in such films as "Bulworth," "Out of Sight" and "Boogie Nights," and the peerless Joe Mantegna.

Cheadle's willing vulnerability takes us inside Sammy Davis, a man who bore the brunt of harsh Rat Pack humor while consoling himself that he was leading the way for other black entertainers. His love scenes with May Britt (Megan Dodds) are heartbreaking.

And he pulls off the film's most chilling scene, wherein an enraged Davis fantasizes he has vanquished racist pickets with a ironic tap-dancing rendition of "I've Got You Under My Skin." (The choreography is by Savion Glover, who also trained Cheadle.)

It is Mantegna's uncanny evocation of Dean Martin, though, that elevates "The Rat Pack" to an unexpected level of awareness. Martin is the Greek chorus, the casual guy whose cultivated indifference masks an acute and independent observer.

"Bobby's gonna have Momo's guinea ass in the frying pan," Dean tells Frank, using the kind of blunt ethnic term taken for granted by Rat Pack members. "Momo" is mobster Sam Giancana (Robert Miranda), who at Sinatra's request gets the Teamsters Union to vote for Kennedy in the West Virginia primary, but whose association becomes a liability once Kennedy is elected. "Bobby," of course, is attorney general Robert F. Kennedy.

But we anticipate: First, the table must be set with other fabled characters, from Marilyn Monroe (Barbara Niven) to that highly connected call girl Judith Campbell Exner (Michelle Grace).

The entwining of power and sex in "The Rat Pack" is mind-bogglingly blatant, and you comprehend why the Sinatra family declined involvement in this film. Frank as eager-to-please host isn't a pretty sight.

Nevertheless, it's another window on the group's appeal. When will history again give us the larger-than-life collision of Frank and Marilyn, Marilyn and Jack, Jack and the presidential seal? Not that encounters between fame and power aren't big anymore; it's just the players who've gotten small.

As for JFK, one can scarcely imagine anything that could further tarnish - and perversely burnish - his reputation. Still, viewers may wince when he complains about J. Edgar Hoover's investigations after Bobby nixes another fun visit to Sinatra's estate. "That evil old queer . . ." fumes Jack over the FBI director's alleged predilections. "Isn't he getting his estrogen?"

It's a tribute to the bench-deep talent in "The Rat Pack" (Angus Macfadyen as Peter Lawford also is splendid) that viewers can nearly overlook the one big role not up to par: Ray Liotta's inconsistency as Frank Sinatra.

By all accounts, Sinatra was a man whose wired intensity was perpetual. When he calls himself "an 18-karat manic-depressive" in the movie, we buy the statement more than Liotta's acting. Liotta occasionally masters the requisite blend of authority, sex appeal and menace, but generally is too light - more "Goodfellas" Henry Hill than Chairman of the Board.

Liotta is similarly mismatched on the technical side. His tenor speaking voice jars with the Sinatra-style baritone of dubbed-in studio singer Michael Dees. Cheadle and Mantegna mostly handle their own numbers (yes, that's really them singing "Hey There"). The film's score consists of new arrangements of many hallmark tunes.

So much for the ears. When it comes to the eyes, the audience is in for sheer feasting.

Fans will love the luxe costumes, accurate minutiae (a drawerful of orange silk pocket squares) and exterior shots of such landmarks as Los Angeles' Capitol Records building. (Alas, the Sands is no more.) The film is dressed in transparent ambers, silvers and golds - whiskey and gin colors recalling the perpetual nighttime party that was The Rat Pack.

As for viewers seeking a moral in all this, modern devotees would advise: Don't be a harve. Once upon a time, a bunch of guys with talent, panache and brio beyond all sense got together and had a whale of a time. They hobnobbed with the mighty as well as the murderous in a combination bound to run out of room.

It was great fun, but it was just one of those things.