When you create works of brilliant fiction non-stop for thirty five years as Woody Allen has, it is forgiveable if you just want to fantasize a little with your art. Sweet and Lowdown is a full on love letter to a time and place that really only exists in Woody's idealistic imagination. With images that come straight from old photographs and scenes inspired by great memoirs like Milton "Mezz" Mezzrow's Really The Blues, the setting is an irresistable playground for an enthusiast to play make-believe.

Woody's obsession with early jazz and 30's cinematic tropes has often made its way into his other films, usually as a complement to the "Woody Allen" story at hand. Off the top of my head I can cite the Django Reinhardt score in Stardust Memories, the phony gangsters in Mighty Aphrodite, the overly-simplistic Oriental magic in Oedipus Wrecks, the 5th Avenue Chorus in Everyone Says I Love You.

Sweet and Lowdown marks a turning point in Woody's career. This one is of the few Woody pictures to not have a Woody Allen character. I argue that the persona underwent a sex change operation and was in full effect with Cecilia in The Purple Rose of Cairo. Kenneth Branagh in Celebrity and John Cusack in Bullets Over Broadway were left doing impressions when Woody cast them in the leads. Sean Penn, as the tough-to-love artist in Sweet and Lowdown, has nary a tick or shrug to him. Sweet and Lowdown is a masterful cinematic achievement, and had it come from anyone other than Allen I'd call it genius. Instead, I call it a minor letdown. My reasoning? I disagree with its very intention. Let other directors make non-Woody Allen films. With Woody rapidly approaching the age of accepted retirement, I worry about just how many more films we'll see out of him. Sweet and Lowdown is not going to rank high with Woody's other works, but it is nontheless a very rewarding movie-going experience.

It's Chicago in the late '20s and early '30s. Jazz as a way of life is just defining itself. With a Zelig touch we are introduced, through interviews, to the larger-than-life Emmet Ray, a swing guitarist universally thought to be the second best in the world after Django Reinhardt. He is an immature, womanizing, obnoxious drunkard who likes to shoot rats at the city dump and stare off at locomotives. Yet when he plays his music he is mesmerizing. He is reduced to tears if exposed to a Django recording, and has been known to faint if ever in his presence. The bulk of Sweet and Lowdown is comprised of anecdotes "remembered" by folks like Nat Hentoff, Doug McGrath or Woody himself. Chief among them are run-ins with promoters and bookers, shady gangsters, unscrupulous women who offer him "tea," amateur talent contests, and the two loves of his life.

First is Hattie, played to perfection by newcomer (to me, anyway) Samantha Morton. She is a mute; what better companion for the grandstanding and loquacious Ray? She wears, as Ray calls it, "a silly hat" and bats her big eyes around like a cross between Guillieta Massina, Chaplin, and "Sailor Moon." Indeed, the Morton/Penn relationship is very similar to the one of Massina and Anthony Quinn in Fellinni's La Strada, and I'd just like to point out that I made that observation myself, thank you very much, before I read David Denby's column. Morton is about as much of a cutie-pie as anyone can take, and, thankfully, we only have to endure her overwhelming adorableness for half the picture, as she is promptly replaced with the grand Dragon-Lady, in the guise of cape-wearing, long-stemmed-cigarette smoking Uma Thurman. Uma emotes and evokes and dazzles and meows with great aplomb in this honey of a supporting role. Bouncing from Morton to Thurman, I'd say that Emmet Ray pretty much had the bases covered.

The big star, though, is the set, the music, the costumes, the props, the cars, the trick shots at pool, the lighting. (I'm half-convinced Woody shot this movie so he could hang out on the set he'd created for the after-hours, racially integrated jam sessions, seven band members crowded into one living room with the prohibition-whiskey flowing and the enormous matron cookin' up chili in the back.) What isn't the star is the plot.

Alas, despite the trimmings, what we have here is another story of a drunk musician who can't open up to women. From The Doors to Bird to New York, New York it isn't new ground. And that's what's so shocking. Woody Allen has put some of his finest effort into making a film about his greatest passion, and when you cut away all the flash, it is just another movie, one with a forgettable message, if any message at all.

There are some very funny moments, and some moments of genuine "Woody" perfection, when the music swells and it all comes into place–-when you see the picture you'll know precisely what I mean. I also want to congratulate Sean Penn on a dynamite performance. He sticks out his gut and acts like a jerk better than anyone since the young Jack Nicholson. Indeed, with his phony mustache, he reminds me of Bad Ass in The Last Detail. And while his guitar playing is dubbed (by, among others, Bucky Pizzarelli) there are some finger-moves that can't be faked. Unlike playing a pianist or horn player, you can't really fake playing the guitar. His fingering looked clean, which leads me to believe that somewhere out in Hollywood, Sean Penn actually has some chops.

The soundtrack is phenomenal, including loads of Django Reinhardt, Sidney Bechet, a creepy version of "Caravan" (which has also appeared in Shadows and Fog) and a pre-Cyprus Hill number about the glories of, as it was spelled at the time, marihuana.