"Cop Land," which owes something to the classic Westerns "High Noon" and "Rio Bravo," was written and directed by James Mangold, whose only other movie is the low-key blue-collar drama "Heavy," a seriously low-budget effort about an overweight pizza chef who develops an ill-fated crush on a co-worker. Here, Mangold is working with some real acting heavyweights, and the budget isn't really that low (most estimates put it in the $60 million range).

But if Mangold was intimidated, you wouldn't know it. The story is compelling, all of the performances are excellent and the film's final quarter is riveting and heart-wrenching.

The major drawback here is the skimpy writing of secondary characters. It's a good thing people like De Niro and Keitel agreed to take part, because without the natural heft they bring to their roles, the film would be rather thin. But they, along with Liotta, Sciorra and Rapaport, add a great deal to the proceedings.

There's no denying, however, that Stallone is the power that drives the film. He's onscreen most of the way, and he doesn't have a lot of dialogue. It's up to his powers of expression to convey Freddy's melancholy resignation. Freddy has wasted much of his life, and when he decides to try and make up for that, whatever the cost, it's genuinely affecting.

Those who know Stallone only from his muscle-bound muscle-head roles in mindless action pictures are in for a surprise. And for those of us who remember the power of the original "Rocky," it's a reminder that Stallone, like Freddy, has been wasting his time, and it's good to see him try and make up for some of that.

"Cop Land" is rated R for violence and a fair amount of profane and vulgar language — though it's not anywhere near Quentin Tarantino territory. There is also some brief nudity and drug abuse.