"Bulworth" wasn't Beatty's first overtly political movie -- nearly 20 years earlier he'd made "Reds," which told the story of journalist and Communist John Reed and his life partner Louise Bryant -- but it was definitely his most relaxed statement, a movie made by a man who's completely comfortable with who he is. In "Bulworth," Beatty wasn't afraid to clown around, to make himself look silly; in "Reds," which is ambitious, sprawling and at times deeply touching, he seemed intent on hanging on to his dignity at all costs. Beatty's vision for "Reds" may have exceeded his grasp. It works better as a slightly overwrought love story (particularly given Keaton's nicely shaded portrayal of Bryant) than as a sweeping epic. His desire to cobble together a real masterwork is so obvious that it often makes the movie overly creaky. It's hard to know if including the documentary-style commentary of real-life figures who knew Reed and Bryant, among them Henry Miller and Rebecca West, was inspired or ultimately hobbling: Sometimes (especially in the cases of Miller and West), the stories they're telling are more engaging than the ones unfolding in the picture's narrative.

Perhaps one of the problems here is that Beatty's intentions are always so noble that they sometimes override his instincts. Like many people who are both fiercely intelligent and charismatic, Beatty doesn't want people to think he's coasting on natural charm -- or, in fact, coasting on anything. Beatty's portrayal of Reed in "Reds" has depth, but you get the sense that he's angling a bit too hard for the audience's approval. It's a problem that's occasionally surfaced throughout in his career. In "Love Affair," his 1994 remake of "An Affair to Remember," and in 1990's "Dick Tracy" (both of which Beatty produced; he also directed the latter), Beatty seemed only to have been snared by the desire to row audiences gently down the stream, back to a simpler time.

There's nothing wrong with creating trifles and diversions. But Beatty is so much better when he allows his tough-mindedness and his tenderness to mix it up, as he did in 1991's "Bugsy" (which he starred in and co-produced); he's too complex a performer to settle into any kind of hoary silver-screen nostalgia. Then again, one of the wonderful things about Beatty -- and probably one of the reasons he's getting this Thalberg -- is that he never quite settles into anything. Every project, and every performance, is different, even when they share some similar thematic threads. His restlessness is his driving force.

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That restlessness may also be the thing that makes him such a terrific actor. Beatty should be recognized for the range and scope of projects he's taken on, for his dedication to approaching the business of movies with intelligence and integrity.

But no matter how much I admire Beatty's versatility, or appreciate some of the pictures he's brought into being, it's his acting more than anything that steals my heart. Although he's generally categorized as being matinee-idol handsome, if you watch his performances carefully you realize it's virtually impossible for him to get hung up on himself: He's too busy giving secrets away -- and although it takes a certain amount of arrogance to believe that one's secrets are worth giving away, it takes even more generosity to be as unguarded a performer as Beatty is.

Beatty didn't grow into that unguardedness by gaining confidence as an actor. It seems more like something he preserved from his youth, something that he never quite allowed himself to shed. You can see it in his film debut, Elia Kazan's 1961 "Splendor in the Grass," in which he and Natalie Wood play teenagers in a small Midwestern town in the late '20s, confounded less by their love and desire for each other than by the rules and mores of the society around them. Beatty, then 24, didn't even look handsome yet: His features were too soft, too boyish, to throw off any real sexual charge. But that's what makes his performance so affecting. It doesn't matter that Beatty's character is a great-looking, popular school athlete: Beatty plays him as a man who's at that tender stage when he's still got too much leftover boy -- when, even beneath his dashing football uniform and his nicely combed hair, his belief in his potential is all he feels he's got.

Six years later, in Penn's "Bonnie and Clyde," Beatty would play Clyde Barrow with that same ultramasculine uncertainty. But Beatty's Clyde is much more wrenching: He's still believing in his potential long after he should have realized its limits. Beatty shows us both Clyde's weakness and his raging but ineffectual sexiness in the way he walks down the street with Dunaway's Bonnie in an early scene: It's less a walk than a reckless amble, a swagger that also incorporates a slight limp -- Beatty writes a novel's worth of possibilities and limitations into a few arcs of movement.

That's not to say that Beatty has always traded solely on his ability to show vulnerability. As he grew older, he found different ways to trace masculine insecurity and bravado back to their tangled roots. As '30s mobster Bugsy Siegel in Barry Levinson's "Bugsy," Beatty gives a ruthless and unnerving performance. When Bugsy kicks his girlfriend's ex to a pulp in the backroom of a nightclub, it's not really aggression you see on Beatty's face; instead he seems almost feverishly dispassionate, and it's scary. Yet his Bugsy also carries the corny (or at least it would be, if it weren't so sincere) banner of being a dreamer. He stakes his life on being able to open a tony casino and hotel in the then-wasteland of Las Vegas, and it gets to the point where making money off the deal means less to him than the process of turning his dazzling pipe dream into a reality.

Beatty's Bugsy is a rough guy undone by all kinds of romance, and by one woman in particular, toughie starlet Virginia Hill, played exquisitely by Bening. She's his match in all ways. As she sits on the stairs, listening as he beats up a colleague of his, the look of disbelief, shock and disgust that crosses her face is genuine; what's also genuine is the fact that afterward, she's completely turned on. Bening holds those two contradictory elements together beautifully (no wonder she and Beatty fell in love during the making of the picture), and Beatty responds to her with complete naturalness. When his friends refer to her as a whore, he's quick to defend her verbally, but he says more in the way his face falls just a little bit. It's not that he's angry because her honor has been trashed. What you see is his disbelief and disappointment that others don't love her as much as he does -- the kind of response that's infinitely more subtle and more difficult for an actor to get at.

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