It's hard to believe there's anyone in America who hasn't listened to Temptations music.

From "My Girl" to "Just My Imagination" to "Papa Was a Rollin' Stone" - a total of 16 No. 1 hits - their music has played continually for nearly four decades. And now comes the two-part, four-hour NBC movie "The Temptations."(The miniseries airs tonight and Monday at 8 p.m. on Ch. 5.)

It's a rather amazing tale of a group of kids who hit it big, then encounter many of the problems that come with instant fame and fortune. And it's a tale of seemingly endless changes in the make-up of the group itself, as egos and drugs and alcohol abuse take their toll.

It's also, in a way, the story of one man and his dream.

"Otis Williams is the constant of the Temptations," said Shelly Berger, the longtime manager of the Temptations and a co-producer of the telefilm.

But Williams said he never expected to find himself in the "wicked spot of being the founder of the Temptations."

"I've always had a thing about being on time," Williams said. "See, this is how I got to be the leader of the group. And that wasn't me walking around saying, `I'm going to be the leader' and that kind of stuff."

It dates back to the days before the Temptations were even called the Temptations. It was before the group signed with Motown, when it was being managed by an independent record promoter.

"We were with a lady named Johnnie Mae Matthews, and when she would call a rehearsal I would always leave in ample time to be there," Williams said. "So I guess I did it enough times for her to say, `You know what, Otis? You're always on time. You be the spokesman.'

"And little did I know that yoke placed on my back would be something to carry 38 years later."

"The Temptations" is based on Williams' book about the group, and he, too, is a co-producer. And, as is demonstrated in the mini-series, Williams was determined that the group would go on no matter what.

"But as success started to become quite prevalent in your lives and you started to be able to buy and do a lot of things you couldn't do before, you start learning that you're dealing with a different kind of person," he said. "And ultimately, we had to end up changing because of certain things that happen along the way."

At times, the story of the Temptations is dizzying, as members come and go. Not all the 19 men who have been members of the group are portrayed in the two-part TV movie, but there are enough of them that it's sometimes difficult to keep everyone straight.

"It became clear to us that, in telling it properly, we would have to deal with the changes in personnel," said executive producer Suzanne de Passe said. "And what I find incredible is that this music and their image and talent was so important and so satisfying . . . that it almost was bigger than the sum of its parts."

Part 1 of the movie starts out with Williams (played by Charles Malik Whitfield) and the other original Temps - Melvin Franklin (DB Woodside), Eldridge Bryant (Chaz Lamar Shepherd), Eddie Kendricks (Terron Brookes) and Paul Williams (Christian Payton) - still in high school. It follows their rise to star status and the early defections and subsequent additions to the group.

(Bryant left in 1963 and was replaced in 1964 by David Ruffin - becoming the fifth of what would be the "classic" Temps.)

The story doesn't really reach out and grab you until the arrival and nasty departure of Ruffin (Leon), who was thrown out of the Temptations and didn't exactly go quietly. It's a sequence of events Williams assures us was not exaggerated.

"We had to have extra security to keep David from coming up on the stage because, I guess, after the shock and the realization that he was no longer a member of the Temptations - that didn't sit well with him," Williams said. "And a number of gigs, he tried to run up on the stage and take the mike from Dennis (Edwards), who had just joined the group.

"It was an unfortunate thing because for the longest time - for four years almost - we were pretty tight until David, the ego thing stepped in. We got to the point where we had to let him go."

What Williams recalls as his worst moment, however, was the descent into alcoholism of original Temptation Paul Williams - particularly because, in the early days of the group, Paul was the only one in the group who didn't drink.

While the other Temptations were drinking during rehearsals, "Paul was drinking milk. And he would say, `Now, you guys should stop drinking that. Drink milk. Stay healthy.'

"So to see a guy come from drinking milk to drinking, sometimes, two to three fifths of Cour-voisier a day - that was kind of hard to take. And it got so bad that his stamina, his respiratory system started fading on him. And the doctor told him that he could no longer be a part of us."

As portrayed in the movie, Paul Williams couldn't handle the high-energy singing and dancing of the Temptations' stage act.

"That was one of the first difficult times, seeing our original Temp come from being such a healthy member down to having to leave the group because of his health," said Otis Williams.

Paul Williams committed suicide in the early 1970s. But that certainly wasn't the end of the Temptations' troubles. And not just all the coming and going of various members.

Ruffin died of a drug overdose in 1990. Eddie Kendricks died of lung cancer in 1992. Melvin Franklin died in 1995, his immune system broken down by rheumatoid arthritis.

The movie makes the point, however, that the Temptations were bigger than any of its many members. With the possible exception of Otis Williams.

"The point was, Eddie Ken-dricks was singing lead on hits before David Ruffin. And after David Ruffin, it was Dennis Edwards," Berger said. "It wasn't the singer, per se. It wasn't the song or the production, per se. It was - how do you keep this group together and keep them moving and always choose someone as talented as the person before."

The majority of the miniseries is devoted to the early members of the group - it's the central story that ties the episodic script together.

"Melvin, Franklin and myself were very tight because we were together when we were like 15 years old," Williams said. "So, through it all, he had been walking there side-by-side with me until his demise in '95. Everybody else would come after Melvin, but Melvin was closest to my heart."

The fireworks in "The Temptations" come from the more difficult group members, but the soul comes from that long-term friendship.

"We referred to them as `Butch and Sundance' in the development process because that's really the glue that held it all together," de Passe said.

"The Temptations," of course, includes plenty of music and lots of choreography.

"The songs are the stars, truly, because the songs are more well- known than 99 percent of the people that we might have been able to put in this piece to begin with," de Passe said.

The music in the miniseries includes both original masters of Temptations recordings and new recordings featuring the actors who play the group members.

"I think that in telling a story that is principally musical, it's very important for the audience to feel the authenticity of the actors really putting forth the effort to sing," de Passe said. "And we've been fortunate that our actors can sing."

Williams, too, is more than pleased with the actors playing the members of the group.

"They're doing a remarkable job as far as casting guys to portray us," Williams said. "They were so impressive it moved me to tears."

Williams certainly seems affected by the fact that he is the only remaining member of the original Temptations - three of whom have passed on.

"When I've seen guys closest to me, like the original Temps, go down in certain respects, it just makes me . . . stay focused on what I must do," Williams said. "I've always been grounded because of what I've seen around me, what I do not want to become."

He said he isn't sure why he's the sole survivor, but Williams is sure there is a reason. He said a friend told him, "God left you here last for a reason," and he believes that's true.

"I feel as though there is still work that I must do, and I see as we talk about this, (that) this is probably one of the things that I'm left here today," Williams said, "aside from continuing to make music."

And Williams and the Temptations aren't through making music. They're on tour and have released a new album ("Phoenix Rising").

"We're busy as a one-armed coat hanger," Williams said. "So I'm thankful for that."