And he gets plenty of opportunity for that when Big Boy Caprice (Al Pacino) starts moving in on other gangsters' territory around the city. Soon every mobster in town is part of Caprice's gang — 88 Keys (Mandy Patinkin), Flattop (William Forsythe), Itchy (Ed O'Ross), Pruneface (R.G. Armstrong), Mumbles (Dustin Hoffman), etc. (On the other side of the law are Charles Durning as the police chief, Seymour Cassel as Sam Catchem and Dick Van Dyke as the district attorney, along with the makings of a mini-"Bonnie and Clyde" reunion — Estelle Parsons and Michael J. Pollard.)

Beatty has directed "Dick Tracy" with a flair for big visuals, as when cars blow up in the streets at night, the city is shown in longshots and there's even a spoof/homage that has Tracy dropping through a skylight, his yellow trenchcoat flowing, a la "Batman." But Beatty seems equally at ease with smaller scenes and he knows when to cut off a joke for best effect.

Then there's Madonna, aka Breathless Mahoney. How is she, you ask? Well, her character is written as Mae West and played as Marilyn Monroe, but, wisely, Madonna herself is used more as a sensual presence than an actress.

The songs by Stephen Sondheim are good, if not great, and Mandy Patinkin demonstrates to the uninitiated just how fabulous his vocal chords are. (Danny Elfman's score is also fine, if a bit overly "Batman"-ish.)

Award for most flamboyant performance goes to Pacino, who is delightfully over-the-top from start to finish, and obviously having a great time in what could be interpreted as a spoof of his "Godfather" role (especially when he encounters James Caan).

But the biggest laugh comes from Dustin Hoffman, whose character speaks dialogue that is incomprehensible until his last scene when he has a hilarious punchline.

On the whole "Dick Tracy" is a lot of fun, and fans of the offbeat may embrace it as a unique film amid a sea of movies that seem cloned from each other.

It is rated PG for violence — but no blood — and Madonna's double-entendres and skimpy outfits.

("Rollercoaster Rabbit," the Roger Rabbit cartoon that precedes "Dick Tracy," was not shown at the critics screening; more on that next week. But "Roger Rabbit" fans might want to look for Charles Fleischer — Roger's voice — as one of the reporters who repeatedly grills Tracy.)