When Barry Levinson plays host for On the Waterfront at the Senator Theatre Thursday night -- the opening attraction for this year's Maryland Film Festival -- he hopes audiences will feel the same thrill he experienced as a 12-year-old seeing it in 1954 at the Ambassador Theatre, at Liberty Heights and Gwynn Oak avenues.

As he says over the phone from his headquarters in Connecticut, where he's finishing a comic fable about envy called Envy (with Ben Stiller, Jack Black, Rachel Weisz and Christopher Walken), part of that excitement came from the spontaneity and pop majesty of picture-going in the era when seeing a Saturday matinee was for many kids the national cultural pastime. "We didn't know what would be playing; we just went to the movies on Saturday. Still, there was this grandeur to it. The theater would have a curtain -- it opened for the coming attractions and the shorts, then it closed and opened again for the feature -- and I just loved the whole thing."

But the visceral response that On the Waterfront roused in him came from something more than ritual pleasures. "Suddenly I went, 'Wow!' It was the first time I can remember really paying attention to a movie beyond going and enjoying it and leaving. It stood out for me as a defining moment." The memory stuck to him so closely and strongly that its director, Elia Kazan, became the embodiment of filmmaking for Levinson.

"Coming from Baltimore, I never knew of anyone who was a movie director -- the one idea I had of a director was Alfred Hitchcock, because he was on TV every week." Yet, On the Waterfront affected him so deeply that he wrote what he says must have been an amazingly callow letter to Kazan, asking the director for a chance to watch him make a film. Levinson never got a reply. But he did finally get a chance to meet Kazan a year ago. "He's in his early 90s and he's not always totally alert, but he has these moments when he'll say something that has all his authority and power behind it."

In the nearly 50 years since Levinson saw On the Waterfront, he has become a director who in strong and subtle ways follows in Kazan's footsteps. He may never have made an out-and-out muckraker like On the Waterfront, with its fierce Budd Schulberg script exposing the corruption of union bosses on the Hoboken, N.J., docks. But Levinson's Wag the Dog (1997), in its own comical manner, has had, over time, just as great a political impact. And, more important, Levinson has mostly resisted special-effects genres: "I like all kinds of movies, but I've always gravitated toward subject matter and character."

The complex, detailed comedy work that Levinson's Diner helped bring into our culture in 1982 is one of the greatest contributions to screen acting since Kazan brought complex, detailed Method emotions into movies like Waterfront. Today's mass-audience mania for observational humor is rooted in Diner : for generations of comic artists, it proved the potency of nuance. There's a straight line from the guys in Diner spinning their wheels in continual diner talkfests to the Seinfeld gang's spinning their wheels in continual diner talkfests -- and even to Larry David kvetching in an L.A. coffee shop. And from Kevin Bacon and Mickey Rourke in Diner (1982) to Adrien Brody in Liberty Heights (1999), Levinson has shown a Kazan-like knack for showcasing young performers in signature roles.

Of course, Kazan's On the Waterfront holds up as one of the purest examples of the creative synergy of a gifted star, Marlon Brando, and a landmark character.

Brando's Malloy

At the age of 29, boxer-turned-dockworker Terry Malloy carries a hard-knocks malaise -- an instinctive withdrawal from the compromise and corruption into which he's sunk. Before he realizes that there exists a life apart from his crooked union and its degrading labor practices, Terry is an arrested adolescent, living for jokes, thrills and camaraderie. The worst side of this life is the cruel joshing he endures in union boss Johnny Friendly's bar; the best side is the bond he shares with a young kid from his old gang, the Golden Warriors, who loves to watch Terry race pigeons. In an instance of this movie's root honesty, that narrow friendship excludes anyone beyond the secret world of the rooftops, shutting out even the Nice Girl (Eva Marie Saint), who helps a priest (Karl Malden) fight for Terry's heart and soul.

The fulcrum of On the Waterfront is Terry's relationship with his brother, Charley the Gent. It's a variation on the Cain and Abel theme, with the brainy brother being more destructive than the brawny one. Rod Steiger is brilliant as Charley, embodying a glib maturity that even Terry sees through at the end. And Brando makes us see and hear what we never have before. He mixes an odd languor with physical menace, shadowy gestures with sudden decisive actions, and an unconventional stop-and-go phrasing that makes each line his own. He expresses the inexpressible and gets at the core of Terry's angst -- his throttled howl against a world that would label and pigeonhole him, a world that lacks even the love he gives his pigeons. Director Kazan and screenwriter Schulberg had intended this child / thug to emerge as the epitome of their brand of liberal working-class heroism. And Terry Malloy is a valiant whistle-blower. But when Brando says, "I coulda been a contender," his lament goes beyond a lament for social corruption. It's a cry for authenticity and meaning -- a cry in the dark that lights up the dark.

"You know what's interesting about the film," says Levinson, "is that to make something real is not the test of a good movie. Real by itself is just real -- not earthshaking in any way. But to make it theatrical and have it seem incredibly real -- that's what On the Waterfront does. That it's both real and operatic is to me the extraordinary aspect of the movie."

As I watched Waterfront again, it seemed inevitable to me that Levinson would be drawn to this movie.

Long before pop psychologists and sociologists began describing American males as commitment-phobes and Peter Pans prone to staying with Mom and Pop into their 30s, Levinson etched life as it is lived on the postponement plan. In Diner, Levinson's characters use their fixations on everything from the Baltimore Colts to the relative merits of Frank Sinatra, Johnny Mathis, and Elvis Presley to fill up the hollows of a post-adolescent, ersatz-adult limbo. Bacon's Fenwick may be smarter and quicker than the college nerds he watches playing College Bowl on TV, but he can't help asking Boogie (Mickey Rourke), "You get the feeling there's something going on we don't know about?"

Levinson can see the connection with Waterfront in this area: "It's true: the guys have these little conversations where they're trying to comment on stuff, but they're myopic and unable to grasp the bigger picture. The women -- and there are very few women in this movie -- may have a better understanding, but are excluded." When Saint's character comes back from her Catholic college in Tarrytown, and picks apart the reality of Hoboken, it both attracts Malloy and drives him crazy. "What's that line he uses? 'Shut up about that conscience, that's all I've been hearing.' "

I mention how extraordinary Saint is in what could have been a cliched role. The first time we see her, she protects the body of her dead brother and says, "He was the best kid in the neighborhood, and everybody said so" -- and in an instant she defines the heartbreaking simplicity of her character.

"She does," Levinson breaks in, "and she's also incredibly plain-looking in this movie: so plain that she becomes attractive because of it."

Grand opera

It's not surprising for Levinson to savor the intersection of an inspired performer and a deceptively straightforward verbal and visual presentation. Right from the beginning of his career, Levinson showed a masterly use of colloquial language in a style that could be called "the demonic demotic" -- for example, the Diner guys refer to beautiful gals as "death." No wonder he's turned into a tough, sharp collaborator for idiosyncratic word men like James Toback (who wrote Bugsy) and David Mamet (who wrote Wag the Dog).

Levinson cites as an overwhelmingly sexy interlude in Waterfront the scene when Saint's in her white slip and Brando's Malloy bangs on her door. Standing in front of it before he breaks it in, she reflexively checks her hair with her hands -- even as she begs him to stay away from her. "Compare that to a moment in a modern film: There's nothing close to that intimacy, nothing with that kind of humanity about it," Levinson says. "You realize how much film has evolved since then, and not necessarily for good. The fundamental change is that films are now basically about the adrenaline rush that the studio gets, not simply by the action on the screen, but by how big the movie can be, dollar-wise. If a movie costs 100 million and makes 125 million, it's less of a moneymaker than if it cost 5 and made 40. But the studio gets that adrenaline rush of having a film do more than 100 million."

For Levinson, the rush in movies still comes from the way artists like Kazan can turn observational truths into startling flights of imagination. Take Brando's and Saint's one prolonged courtship pas de deux. Kazan breaks off an intimate conversation between this man and woman with a rowdy wedding party that takes place steps away yet appears to come out of nowhere. Then he caps the sequence with a thug from Friendly's gang leaning on Terry right before two men from the crime commission hand him a subpoena.

"That's what I mean by the extremely theatrical and operatic nature of this movie," says Levinson. "It's so quiet, and then you see this gigantic wedding maybe 15 feet away, but the way Kazan choreographs it, he gives it emotional credibility. When you look at how he manipulated the material here, it's the furthest you can get from reality for the sake of reality."

Kazan's achievement there is as bold in its melding of poetry and journalism as anything in early Fellini. Why, then, does a filmmaker like Kazan still have a lesser academic reputation than his European peers? "My theory is that when you have foreign films and when you read them, with subtitles, the experience has more of a literary aspect to it: it's a little more grand than hearing it in English. We revere some of those works partially because of subtitles. On the other hand, foreigners who embraced John Ford earlier than Americans did also were 'reading' his films with subtitles. 'Let's move 'em out' probably was more grand to them in French."

No more ambiguity

The only groaner I could find in On the Waterfront comes when Terry, after testifying against boss Friendly, confronts him with his fists on the dock. "This boy fights like he used to," says one of the dockworkers, underlining the theme of redemption with a heavy magic marker.

But the powerhouse three-stage climax of Terry taking on Friendly, crumbling under the blows of his palookas, then rising slowly to his feet, remains a rouser -- in part because of Brando's unique physical performance and in part because of Kazan's pinpoint, superbly stylized staging. Much of the fight takes place off-screen. "It could have been hamfisted," Levinson says. "In fact, if there was any way of making On the Waterfront today, the violence would have to be heightened by 40 percent. The first killing would be a big deal. The scene of Brando and Saint running down the alley to find Charley would be a giant action sequence. The fighting behind the union shed would be a huge set piece. We now think we have to do all that, which is another unfortunate, fundamental change. Because in On the Waterfront, the little that you see goes a long way."

Also, I remark, the movie is neither holy nor gleeful about violence. The whole push of the drama is for Terry to move beyond brute force, but his public pummeling of the boss (before the goons gang up on him) has an undeniable inspirational force. "That's another thing that has disappeared from film," says Levinson. "You no longer get ambiguity." And ambiguity distinguishes a number of Levinson's favorite Hollywood movies from the postwar years. "I love Red River," he says, "and it has this incredibly brave performance by John Wayne. He raises a kid as his son, but then has a falling out with him -- and the vengeful, homicidal side of the man surfaces. He's so dark that he wants to kill the 'son' that he raised. And this is John Wayne! By today's standards, he never could be 'likable' enough."

Kazan always denied that On the Waterfront presented a veiled defense of his decision to name Communists in American film and theater for the House Committee on Un-American Activities. Levinson has had his own experience with the political exploitation of a movie. Wag the Dog -- Levinson's satire of presidential administrations using media to change public agendas and escape personal scandal -- has been invoked whenever a reigning chief executive has taken international military action. But Levinson sees this phenomenon as part of the movie's vitality. "I was down in Cuba when the Baltimore Orioles were playing the Cuban All-Stars. In the lobby was a television tuned to CNN, broadcasting Wag the Dog as it was being shown in Albania or some other place. There must have been four different languages going on! Look, certain movies enter the ether and people experience them as they want to experience them. They give it their own truth. Who could have predicted when they shot On the Waterfront that 'I coulda been a contender' would still be out there as one of the definitive scenes in film history?

"That's what's so fascinating about film. It sometimes connects in ways we never anticipate. We can analyze it, but elements coming together at a certain time and in a certain way to make that happen is a piece of magic."