And it gives "maturity" a good name. In his best stuff for movies ("Thief," "The Last of the Mohicans") and for episodic television ("Miami Vice" and "Crime Story"), Mann has been an iconoclast and a creator of icons. Using bold audiovisual strokes and veracious observations to tear down simplistic urban or frontier fables, he has erected more complex, modern and seductive mythologies in their stead.

Now his furious compassion burns away any patina of fantasy. In "The Insider," Mann's two lead characters -- Jeffrey Wigand (Russell Crowe), the fired head of research and development for the Brown & Williamson Tobacco Corporation, and Lowell Bergman (Al Pacino), the segment producer who nudges Wigand into telling all for "60 Minutes" -- are knights in dented armor.

Wigand is tortured from the start: a perfectionist researcher who went to work for a tobacco giant and couldn't live with his moral compromise. Bergman's disillusionment is waiting to happen. A socially conscious, go-getting journalist, he studied with Herbert Marcuse and wrote for "Ramparts" before enlisting at CBS and teaming up with Mike Wallace (Christopher Plummer). Bergman prides himself on protecting his sources, but he can't save Wigand from a media stoning.

What's already roused controversy is the movie's double-edged topicality. It doesn't just detail the cigarette companies' awareness and exploitation of their product's addictive powers. It also dramatizes how CBS News caved in when the network's general counsel suggested that Brown & Williamson could end up owning the network if "60 Minutes" aired Wallace's interview with Wigand. (Wigand signed a confidentiality agreement as part of his severance deal; CBS feared being sued for "tortius interference" -- encouraging Wigand to break his contract with B&W.)

Wallace and "60 Minutes" producer Don Hewitt have groused about their depiction in the script. But the only network figures for whom the film displays no sympathy are the general counsel herself (Ellen Kaden, here called Helen Caperelli and played by Gina Gershon) and the president of CBS News (Eric Ober, here called Eric Kluster and played by Stephen Tobolowsky).

The travails of upper-middle-class life and corporate careers are often fodder for movie comedy. "The Insider" approaches them without condescension or preconceptions; this film knows that the loss of medical benefits is a weapon as lethal as a knife or gun.

Wigand's struggle to preserve his good name and his kids' future becomes as palpable as the quest of any action hero. But Wigand is an inaction hero -- paralyzed by powerful forces, dependent on the kindness of strangers. And, despite some advance press reports, Bergman emerges as a complicated protagonist, not a bloodied-but-unbowed journalistic saint. He's bloodied, he's bowed, but he's strong enough to change his life.

Mann speaks in a Chicago accent, in a kind of elongated staccato; his disdain for personal revelation is reflected in his language. He likes to use words like "atonal," which are usually linked to more abstract arts like music or graphic design. Even in idle chatter about the visual sophistication of MTV-weaned audiences, he describes their ability to pick up "distonic little vibes."

But I do have one personal story. In 1981, the late Jonathan Benair, a screenwriter and voice actor deservedly renowned for his wit, discovered he was living in an apartment that Mann had once occupied, a block away from Canter's Delicatessen in L.A.'s Fairfax district. Not long afterward, Benair asked his favorite Canter's waitress why she'd left her post for a few days. "Oh, there was this writer," she said. "He used to come in and work at all hours, and he promised me that when he made his movie he'd fly me to the premiere." The movie was "Thief," the premiere was in Chicago and the writer was Michael Mann.

I seem to remember you smoking at the time of "Thief." You say you've been a smoker off and on, and that you stopped again before the making of this movie. I know a lot of creative people who use smoking as a sort of kick-start. Did it work that way for you?

You ever smoke?

Never did.

Well, I don't know exactly how it works but it's not a kick-starter. It's actually more of a depressant. It becomes a habitual thing and associates with memories. When I was a student living in Europe, I stayed up endless nights in Paris, where this very good friend and his wife lived, and we'd drink coffee and smoke lousy, lousy Gauloises. So there's an association, for me, with a certain kind of conviviality.

I mean, I would love smoking, except that if I take a cigarette I feel like someone punched me in the chest -- which is good, 'cause if I didn't feel that way, I'd really be in bad shape. If you could get the flavor of smoking and have an auxiliary set of lungs to take all the damage, then it wouldn't be bad. But nicotine is addictive and it's just lousy for your health.

And you have to be responsible. I'm a father. That's an issue. You have to think of the impact on your children of cigarette smoking, and of the impact on them of your own potential for early disease and earlier death. You are asphyxiating yourself on a cellular level. Everything is suffering -- your fingernails, your hair, your skin, your lungs, everything is taking a hit. That's the fact of it.

What was important to Eric Roth and myself from the outset was that there be nothing didactic or patronizing about this film. I would be offended if somebody had the arrogance and the presumption to tell me what I ought to do in my life. This film is not about "you all ought not to smoke" or "you all ought to smoke." That's an individual choice.

Eric Roth and I are both smokers. We were smoking at the bar at the Broadway Deli in Santa Monica while we wrote the screenplay. What this film is about is corporate power and malfeasance. And huge businesses that are highly profitable, that are really in a drug trade. From their point of view, they have a wonderful business -- they have a market addicted to their product.

In the movie we view what they do from the perspective of Jeffrey Wigand. And now we're getting into the reason to make the film -- the chance to explore the experience of a man who, like all of us, is far from some ideal of perfection. Jeffrey said, "I'm very much a company man." He understands corporate life, he's a product of it, he believes in it, he thinks all corporations should be run like Johnson & Johnson.

He talks about James Burke, the CEO of Johnson & Johnson, where Jeffrey once worked -- how when somebody was putting poison in Tylenol, Burke took all the bottles off the shelves of every store in America and created the safety cap. Burke didn't need the FDA to tell him to do it, he did it on his own, 'cause he's a smart business man who's also a man of science -- he's not gonna have Johnson & Johnson, his company, put on the shelf a product that's gonna hurt people. It's bad business, it's bad science, it's bad everything.

Now, Burke is Jeffrey's ideal. From that, one must infer why Jeffrey would go work for tobacco. Because, what does tobacco do? Tobacco hangs out a sign that says, "Wanted: Scientists without conscience, for double your previous salary." Jeffrey answered the ad.

But if this were "Mr. Deeds Goes to Washington," I wouldn't have been interested in making the film. Jeffrey is a normally flawed, inconsistent human being whose personality is somewhat atonal. But he ultimately personifies an anti-ad hominem perspective -- to him, life is not about who you are, it's about what you do. Jeffrey knew that if he went forward and spoke to "60 Minutes" and testified against tobacco, the sky would fall. And indeed it did.

Jeffrey knows that within his basic concept of being human, standards are often fungible, negotiable; he also knows that, at a crisis point, you are either going to betray them or you won't. And if you do, you're going to be less of yourself than you were before -- then some of you is going away. Jeffrey takes a position, the sky does fall on him, and parts of his life get deconstituted.

People think Lowell comes out very well in this film, but you can argue that Jeffrey comes out better. Jeffrey attacks Lowell bitterly in a couple of scenes. "What is it that you do? What is the function? You gonna inform people and that's gonna change things? Maybe that's just something you tell yourself to justify the status of your position. Maybe this is all infotainment, and people have nothing better to do on Sunday night." It was our intent that these questions would resound later on through the film. Because when Lowell hits a crisis, it's after things have turned around for him in terms of the story -- that's when he truly has some critical decisions to make.

And in all of the words the audience's subconscious has been collecting for over two and a half hours, Jeffrey has established the basis for the questioning of what Lowell's been doing at "60 Minutes" for 14 years. Lowell can tell himself, "I'm still that guy who worked for 'Ramparts' and I get my way with the show and have a larger audience." But is he really? It's a challenge to deal with these true-to-life issues. That's what made the material so exciting.

How did you come to know Lowell Bergman?

A mutual friend in the DEA, Bill Alden, told me for years, "You have to meet Lowell Bergman." Alden at the time was head of congressional affairs in the DEA. He had been an agent -- a street agent. And he said Lowell was one of three or four journalists that you honestly could trust. If you told Lowell something was on background, it would be on background, regardless of how much Mike Wallace or Hewitt wanted to go out front with it. So his reputation was that of a man of his word -- and that reputation preceded my meeting him by a couple of years.

We had both gone to the University of Wisconsin, but that's a big school; we didn't know each other, we'd gone at different times. When we eventually met, we were trying to develop some projects together, not on this subject at all. But he was living through this experience, and at one point I said, "Forget the arms merchants in Marbaya, what you're living through is a drama."

What attracted me was the way Lowell and Jeffrey were such opposites -- if they met each other in a social context, I don't think one would see much of anything in the other. But here were these two men thrown together with only one element in common: Both of them are not living inside the circumscribed "I" of just sheer gratification in careers; both of them recognize that there's something else in life. They both have superegos that tell you "you ought to be this way" or "you ought to do this somehow," and they do have a sort of respect for each other's actions, character and principles. That there's nothing else in common was great, because it brings into higher relief their sole common component.

When I was in post-production on "Heat," in the fall of '95, Lowell was going through all this. I was one of about 10 or 12 people that he would call up to discuss these issues. He'd say, "You'll never guess what Don Hewitt said to me today. I don't believe what's happening here. I have relations with people and all of a sudden I'm walking through like a pariah; as I walk past them their eyes make it seem like I'm not there."

Another thing is: I've known investigative journalists a long, long time. And I do a little bit of that work myself. Whether investigating 1757 (for "The Last of the Mohicans") or drugs, you seek people out and talk to them with different degrees of confidentiality. I've always been attracted to this kind of reporting, and I understand the guys who do it a little bit. But it is difficult for me to imagine digging out a story on a subject as important as this and having it censured, expunged.

I can imagine it from my own experience in a limited way, but this is terribly important stuff -- this isn't just my artistic vanities involved. Yeah, if I'm one of those journalists, my ego is involved because I dug up this newsbreak of the year, or two or three years, or half a decade. But this is also really important stuff, important to the point where if this can't get on the air, I'm no longer who I am doing this job, or this job is not what this job is supposed to be. And the way it unfolds -- to borrow a line from "Heat": "You gotta make up your mind, right now, what's it gonna be, yes or no? There's no 'I'll call you back.'" That's really dramatic stuff. That's another reason why this material so terrific.

If you were already talking to Lowell, what benefit did you get from buying Marie Brenner's Vanity Fair piece?

What that provided, big time, was Jeffrey; we couldn't talk to Jeffrey at that point. Marie had some insights into Lowell, even though I knew Lowell pretty well, and we were able to trade notes, and so his character was helped some with that.

My anticipation of the film was not to do an elegant, somewhat distant docudrama. I had zero interest in doing that. I want you to feel that you are underneath the skin of Jeffrey Wigand. I want you to step into Lowell Bergman's shoes. I did not want even to attempt to tell the story if I couldn't take you there, 'cause that's the real experience to have. I'd be so disappointed in myself if I couldn't do that. The picture is two hours and 32 minutes of talking. Everything is dialogue. On the one hand you could view it as a horrible restriction; on the other hand you could view it as this great adventure. I mean, someone asked me early on, "How do you feel about filming all these phone calls?" And I said, great -- you get to have two people talking in two different places. We shoot Jeffrey in his bedroom making a phone call, and where does he get Lowell? He gets him at a crime scene in New Orleans, with a dead body and a street full of mounted police, because Lowell's working on a story about the New Orleans P.D.

Then you can modify the places as a function of the perspective they give to the scene. So when Jeffrey is sitting alone in this Hopperesque bedroom, viewed from the back, cloistered in his corner -- and you know he's heading into a corner -- it's not accidental, given what Jeffrey is thinking, that we show Lowell at a crime scene where there's blood on the ground. It's not an analogy or a even a simile, but there is a linkage.

Jeffrey Wigand is an angry man, and we're beginning to know the nature of his anger. It's that the people who are persecuting him get to go home at night. He'd be less angry if they hated him. "They are just functionaries, they get to go home at night, and I have to live with this fear of the horrible things that might happen to my family."

Another advantage of phone calls is that the second character can't see the first character, so Lowell can have a gesture of irritability or concern without Jeffrey knowing it. And as the geographies change, you move into Lowell's world. He's always working on two or three things, including the piece on Sheik Fadlallah, the spiritual head of Hezbollah, which he does right at the beginning of the film. We shot in Berkeley, we shot in Los Angeles, we shot in Louisville, we shot in New York City, we shot in Pascagoula (Miss.), we shot in the Caribbean, we shot in Israel.

There's also a shocking collision between Lowell's world and Jeffrey's. Maybe that's dramatized best when Jeffrey takes his wife to New York without telling her he's going to do an interview with "60 Minutes" -- and she only finds out when they're at dinner with Lowell and Mike Wallace.

Wigand as a character and a man is so human to me and, I found, so powerfully emotional, because he isn't a two-dimensional invention of fictive imagination. You would never sit in a room, by yourself, and imagine a scene in which he goes to New York for an interview and does not find it possible to bring himself to tell his wife. And yet, when it happens, you know that in the nanosecond before she trips to it, he is in agony, because of course he realizes it is inevitable that she'll have to know. He just couldn't tell her. And that's life, man -- that's what happens in life.

When that happens, and Wallace asks Lowell, "Who are these people?" -- it's a laugh line, but --

The laugh immediately turns on you. The laugh line sets you up for what to me is one of the most important lines in the picture, which is Lowell saying that they're ordinary people in an extraordinary situation: "What do you expect? Grace and consistency?" The line we could have added and never put in was: "Like in the movies?"

Which brings us to the opposition of Lowell Bergman and Wallace. And Wallace is not a bad man in the film. But from the way he's depicted here, he's probably been involved with high-stakes journalism for too long; maybe he can't separate from the adrenaline rush and the perks to the extent that Bergman does even from the start.

Well, what did you feel about Wallace's sense of himself and his life -- of where he is in the throw of his life?

You feel that he's a guy who is incredibly good at what he does. I mean he's terrific even before he starts to interrogate the sheik --

I've cut it down. It's hilarious. It went on.

And he has a sense of integrity tied up with his own performance, which is valid.

Sure he does. He's the guy who says, in Scene 54, where they eat lunch, "They aren't gonna be able to stop a story like this. This is public interest. This is like someone dumping cyanide in the East River, or someone manufacturing faulty airframes. We can publish it." You bet he believes that.

I think Wallace wants to keep doing this the rest of his life, so a self-protective reflex kicks in when he bows to CBS. Yet he also finally knows that not running the interview is wrong.

Or that the game is up. I mean, this is all public record -- he switched when the New York Times, the New Yorker's bible, came out and attacked "60 Minutes" for smearing the legacy of Edward R. Murrow, and after the Daily News was very vocal on the same issue, with a banner headline something like "What '60 Minutes' won't show you." Public opinion swung the other way. The show airs without the Wigand interview on Nov. 12, '95, and by Nov. 13, '95, he's on "Charlie Rose" saying, "We were caving in, and we were wrong." And he has flipped over to the other side.

Now, I don't think any of that's wrong. I don't think it is a measure of some kind of moral deficit that he reacts to his community. I think it's human; I think it's what people do. So let's drop all the pretense and bullshit: There's nothing wrong with it. It's actions that count, not what motivated you to do them. There's no purely motivated action in this motion picture -- not on the part of Wigand, not even on the part of Lowell. It's life.

I always viewed Wallace and Hewitt and everybody at "60 Minutes" as riders in a train wreck not of their own making. You had CBS corporate anticipating or reacting to messages they were getting from Brown & Williamson. So of course CBS corporate focuses in on this show and tries to block this interview. Everybody is a victim in a train wreck, and everybody reacts differently. That's the way we viewed it, and I think that's the way the film portrays it.

All this is what separates "The Insider" from a conventional "docudrama." There seem to be five things going on in every scene.

I wanted to direct, I tried to direct the subtext. That's where I found the meaning of the scenes. You could write the story of certain scenes in a code that would be completely coherent but have nothing to do with the lines you hear.

For example, in the hotel room scene, Scene 35, when Lowell and Jeffrey first meet: All Lowell knows for sure is that Jeffrey has said "no" to helping him analyze a story about tobacco for "60 Minutes." He doesn't know yet that there's a "yes" hiding behind this "no." There's a whole story going on that's not what anybody's talking about.

If you wrote an alternate speech for Jeffrey, it would go: "I'm here to resurrect some of my dignity, because I've been fired, and that's why I dressed up this way and that's why I have these patrician, corporate-officer attitudes." And you could do the same for Lowell, and have him sitting there and saying, "This man wants to tell me something that is not about why he's meeting me."

Al Pacino just took over Lowell's great reporter's intuition to sit there and laser-scan Jeffrey with his eyes. You know, he looks at him, looks at him, and doesn't move, until, after all the fidgeting and shuffling with the papers, Russell, as Jeffrey, gets to say his great line -- "I was a corporate vice president" -- with the attitude "Once upon a time, I was a very important person." And that [Mann snaps his fingers] is when Lowell has it.

Suddenly, here's the significance of this meeting: "He's the former head of research and development at Browne & Williamson Tobacco Company, and he wants to talk to me." Without hitting anything on the head with exposition, without any of that awful dialogue, like "Boy, have I got a lead which may give us the newsbreak of the decade," you know that Lowell knows he's on the scent of a helluva story.

What's great about Pacino's performance is that he never loses that alertness and sensitivity -- even when the light goes out of his eyes.

It's so profound and so subtle. It happens when he picks up the remote and turns off the VCR that's been playing the interview that didn't air. It's in that moment, and it's the simplest thing. I've looked at it over a thousand times, I guess, in the editing. If you analyze it frame by frame there's nothing going on. But in the context of the scene and of the story, it's one of the most perfectly acted moments I've ever seen. It's a Picasso brush stroke; it sucks you in and you impute what's happening.

And Al is managing what you impute, not consciously, but because he's being the moment -- to the core of his being. There is no performance there. That is total, one-to-one meaningfulness. He shuts off the VCR and holds up the remote and turns and -- boom. It's just a spectacular moment.

There's no way Bergman comes off as unscathed in this movie. The whole point is --

The whole point is "Well, my career is over. I can't do what I want to do the most. I want to stay at '60 Minutes' and work on '60 Minutes.'" And why shouldn't he? Why shouldn't he want to have a big audience? Why shouldn't he want to take tough subjects and put them in front of the 30 million people who watch that show every Sunday night? And he realizes that he can't do it. There's not a happy ending for him.

Of course, Crowe's biggest moment comes when Wigand decides to testify in court in Mississippi even though he knows Brown & Williamson may try to have him thrown in jail when he returns to Kentucky. He's standing in front of the house of his lawyer, Richard Scruggs, and he says, "Fuck it, let's go to court." To me, the key words come right before that; when he suggests he wants to change things that haven't changed "since whenever."

He's saying that these issues are not temporary and they are affecting your life in the real simple ways and in the profound ways. And if you don't make that choice -- "Fuck it, let's go to court" -- then you're going to wind up walking away less of who you were than a moment before. That's the key moment. And that's exactly the way it happened. There was nothing we could to improve on it, or we would have. We just did exactly what was said, on that same lawn, in front of that house, by those trees. "Fuck it, let's go to court." Those were his words. And he said 'em, to Lowell and Scruggs, at that place -- we used Scruggs' house for Scruggs' house -- with more police there than I put in the scene.

In some of your films, I thought you strained to touch on the pressure the world puts on home life and families. Here these scenes are tremendously moving, partly because of Crowe and Diane Venora, who is amazing as his wife. When Jeffrey realizes he may go to jail, he asks flat out what that means and what will happen to his wife and daughters.

People go to jail on episodic television and in motion pictures all the time. "Well, if you're convicted, Guilty!" Bang. Bullshit! What does it really mean? I mean, what does your wife do if that happens? Oh, your wife's gonna have to go to work? So who's gonna take care of your children? In the real world, there are ramifications.

When Brown & Williamson threatens Jeffrey Wigand with litigation, how does he get attorneys? Who pays for the attorneys? How do you stay secure? How do you afford security? How do you protect your telephonic communications from being invaded? It costs money to have somebody sweep your phone systems. How do you afford all this stuff?

Even the pressure on a well-constructed marriage would be huge. Think of it: A Fortune 500 company that is highly litigious, that is known for having thuggish tactics, wants to get you. They really want to get you. And Jeffrey Wigand is not in a marriage where there is a lot of communication -- this is not Lowell Bergman walking home and his wife looks up from gardening and asks, "Honey, what's wrong?" 'cause she knows something's wrong. This is a marriage where the two people can't talk.

You know the heart of the marriage, 'cause they can relate to a third party -- the only time they're just spontaneously close is when one of their kids is sick. But one-to-one, it's defensive, the words and behaviors are encoded, there are all these problems. It's not so much a good marriage that gets broken, as a broken marriage in which the participants care about each other, try to re-form, and just when they're trying to re-form -- that's when it gets attacked. You bet that's where the pressure hits.

It's a wonderful ensemble, but to me Crowe gives the most original performance. He's got this crabbed intensity that comes out in an unpredictable, stop-and-go style. How did you work with him on that? Did you go moment to moment?

First of all, I don't talk about some of that. Some of this stuff, it's just not right to be public about. It's how we work, it's what we do; the Freedom of Information Act doesn't apply to it!

But it's not moment to moment, it's all in preparation. It's in really understanding the character and then finding ways to build on that understanding. In the hands of an actor like Al Pacino or Russell Crowe, that's a great exploration. And the way I work you have to form most of the character, ideally, before you rehearse. You test it in rehearsals, you modify it on rehearsals, so by the time you're on the set, you're executing, and if you can do it like that, then you're open for spontaneity.

And that's the gold. It's when what you didn't plan is suddenly occurring because the actor is in the moment, because he's being the moment. The look in Russell's eye when he rolls his head a little bit; the way he delivers the soliloquy he's got when he stands against the window and tells his wife it's gonna be better: "Can you imagine what it's gonna be like for me coming home from work and feeling good at the end of the day?"