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As a live-action cartoon, "Dick Tracy" is clearly reaching for "Batman" heights, and there are aspects of this movie that resemble that film. But it actually reminded me more of "Popeye," Robin Williams' first starring film, though it is certainly less cluttered.

That isn't meant as criticism. I realize "Popeye" does not have the best reputation as a film, but like "Popeye," "Dick Tracy" is presented in very broad strokes, garish colors, has dozens of characters in heavy makeup to faithfully resemble the original comic-strip persona and is loaded with campy, light, off-kilter humor."Dick Tracy" is most enjoyable, but it's a movie whose tone takes a little getting used to, and there are places where the audience may be so busy playing "spot the star," for the many familiar actors who make brief cameo appearances under thick masks, that it distracts from the film's strengths (much in the manner of the '60s mystery "The List of Adrian Messenger," which used a similar device).

Warren Beatty makes a fine Tracy, playing him as a low-key, old-fashioned all-American hero who believes in obeying the law, even when the law is a bit wrong-headed. That may seem an anachronism to moviegoers weaned on the "Dirty Harry" ethics of modern cop flicks, but it's also quite refreshing.

Like Michael Keaton in "Batman," Beatty plays it cool, allowing the many goofball characters around him - chiefly villains - to be bizarre and over-the-top. That's the only way his character could successfully be played and Beatty makes all the right moves.

Tracy is the top-notch homicide detective for a generic 'berg that looks like both Manhattan and a brighter, lighter version of "Batman's" Gotham City, with everything painted in bold primary colors.

Unlike "Batman," however, the time-frame here is more clearly defined - this is definitely '30s America, comic-strip-style. (Like Chester Gould's original strip, there are no product placements; all labels are generic - cigarette packages say "cigarettes," the newspaper says "Daily Paper," the police station says "Police Station," etc.)

Tracy is in love with Tess True-heart (Glenne Headly), but like every all-American hero of days gone by, he has trouble expressing himself (an amusing reverse-parody by Beatty, playing off his real-life image). Tracy is better with a gun in his hand chasing a gangster down the street than with hearts and flowers.

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.)