Just as Howard Hawks and Ben Hecht had the savvy to depict Al Capone as a latter-day Borgia in "Scarface," David Chase, in HBO's "The Sopranos," has the smarts to drop a North Jersey don named Tony Soprano (James Gandolfini) into a dynastic battle straight out of the decadent Old Rome of "I, Claudius." Barbed negotiations as well as bursts of vengeance punctuate the Soprano family's cockeyed Oedipal cosmos. There's a lowdown-funny yet also sad acuity to boss Tony's midlife crisis. And the view of upper-class suburbia as a spacious, glittering vacuum can dazzle the most jaded urbanite. All this, plus a succulent ensemble, hooked viewers right from the pilot (it premiered Jan. 10).

When a mobster mutters philosophically, "Sadness accrues," or Tony tells his shrink about a castration dream featuring a rapacious bird, a Phillips-head screw and a Lincoln repairman, you know "The Sopranos" has tapped a rich new vein of mob-land black comedy. It's a successor both to Francis Coppola's "Godfather" films and to John Huston's "Prizzi's Honor."

Any Mafia-versed movie fan could see that much. But what if you were a gifted young movie director searching for a place to ply your talent -- what else would you notice?

Well, if you were Alan Taylor, who made the 1996 big-screen success d'estime "Palookaville," you'd see certain qualities "that just leapt out as being way too intelligent for television." As he put it during a recent interview, he saw "bravery and confidence in the vision. David Chase, who both wrote and directed, allowed dialogue to happen off-camera. Most television writers want you to shoot their dialogue in close-up and keep following it with the camera; that's when they're happy, even if they say they'd like to be more 'stylized.' If a hack were covering a scene between Tony and his psychiatrist or his family or the guys in his crew, and you had two of them talking to each other, he'd cut back and forth between close-ups or medium close-ups and show all the words being spoken on-screen. At best, he might overlap one person's close-up on another person's close-up as he cuts back and forth.

"But with 'The Sopranos' you had a wide medium shot and heard entire exchanges without seeing who was talking. You heard it and it was just part of the world. To me it makes the world of the show seem more real. It's a more cinematic approach -- having a vision, not merely documenting a show's script. In that brilliant pilot, Chase was allowing pauses to occur when you just felt the silence in the room, and gave you time to notice James Gandolfini scratching at the fabric on his pants. To have that sense of time and reality is almost unheard of in television. And he was casting this show with some of the finest actors in New York. I had made a vow not to do TV anymore, but I went back on it; that pilot was so appallingly good."

Taylor ached for the chance to collaborate with the actors he'd seen elsewhere and loved, like Gandolfini and Michael Imperioli (who plays an unpredictable apprentice thug), and with the performers who were new to him, like Dominic Chianese, whom he found "riveting" as Tony's uncle, Junior, the myopic, still dangerous mob figurehead. That kind of opportunity is one reason Taylor chose to stay in New York after he graduated from NYU film school -- because the stage fostered "a thriving actor-oriented culture. In New York you pick up on people like Edie Falco (who plays Tony's wife), who are feeding more on theater than on television, and what they come up with is just great."

When Chase's talent scouts and Taylor's agents at William Morris put him on a list of possible directors for "The Sopranos," Taylor met Chase and strove to win him over. "I really went after it, which wasn't hard for me to do: I told him how ridiculously impressed I was." He was offered Episode Six, "Pax Soprana" (which aired on Feb. 14 and re-airs July 14 and 16). It portrays Junior reneging on some long-held deals, forcing Tony to intercede on behalf of this mob's Meyer Lansky, the avuncular, unflappable Hesh (Jerry Adler).

"When you go in the first season, you can't look at previous episodes, except for the pilot. But you can read the previous scripts, and talk to the show runner and, of course, the actors, who are usually avidly policing things themselves. On a show like this, everyone agrees where it should be at; your job is to make it get there. It was so well-written -- functioning both as a gangster noir and as an examination of character, largely because Chase puts so much personal, autobiographical material into character -- my objective was to get up to the quality of the series."

One of his prime aids was the director of photography, Alik Sakharov. "He and I shared a hero -- the Soviet director Andrei Tarkovski -- and what Alik shot was reminiscent of the way Tarkovski would have lit things. He uses soft sidelight that really wraps around people and objects and brings out their texture. He also uses silhouette -- foreground silhouette. You never see these things in television, because of the time it takes, and because to do it you need to have a respect for the 'look' of a piece. Alik and I would talk about Tarkovski, then do a shot, then talk a little more about Tarkovski, and do another. He had a slightly different style from mine so it felt like a genuine collaboration. I would pull him away from some of his impulses when I thought the choice of lenses might make things too stylized."

Considering his distate for mainstream TV, television has been very, very good to Taylor. His first big break came when one of the producers of "Homicide: Life on the Streets," Gail Mutrux, showed Barry Levinson, the series' godfather and creative beacon, an award-winning short Taylor had made at NYU. Levinson wanted him in Baltimore in a week.

"Levinson had one request of all the directors he hired that first season: that they all watch Godard's 'Breathless.' It was so exciting to be in a TV world and have someone say that 'Breathless' was your homework." The point was to acquaint them with the hand-held "veriti" documentary-style shooting that became a series trademark.

Taylor ended up doing seven episodes, and achieved a sense of completion that seems karmic. "When I did one in the first season, I was the pipsqueak from NYU who got beat up by the nasty director of photography and stuff like that. But basically, it was great. I came back every season and wound up doing the closing episode of the series. And that episode was so much about Bayliss (Kyle Secor), the naove guy who finally left the department. He and I were weirdly in sync with our trajectories. I identified with everything he was going through: 'I came in here seven years ago with lots of idealism,' then he murders somebody and leaves.

"It was Tom Fontana [Levinson's partner] who hands-on ran the show and called and said we want you to do the last one. While we were shooting it, everyone knew they had to say their goodbyes unless something radical happened. The only downside for Tom was that because it wasn't guaranteed to be the last, he couldn't get quite as wild as he might have. Had he known for sure, I think he would have made an effort to bring Andre Braugher back in. But it was certainly written to tie things up, using the Bayliss character as the envelope for the whole period, since he was the character we started with.

"The final scene in the alley between Lewis (Clark Johnson) and his partner is a word-for-word quote of the first scene Barry Levinson directed in the initial episode, between Lewis and the partner he had then -- all the dialogue about 'I'm not going to find what I'm looking for,' 'Life's a mystery.' These are the words that kicked off in the series. So what I tried to do is take that scene and put it on steroids -- that's why I used a crane to lift us out of that alleyway."

Taylor understands why some people complained that the "Homicide" camera style "made them seasick. As with everything, there are good and bad ways of doing it. It should feel organic, not harden into a kind of shtick. The aim was to give the aesthetic of reality, to have the camera try to catch up to events rather than have you feel that the events were staged for the camera. And at its best it achieved that. I loved it most when you felt the room, you felt the silence."

Taylor says that Fontana enjoyed the theatricality that "Homicide" generated with the friction between charged writing and unvarnished cinematography. Although Taylor is by temperament more mellow, he loves working with Fontana on the Levinson-Fontana HBO series "Oz," both for the free creative environment the producer fosters and for the way he pushes directors to explore "insanely heightened situations." Taylor directed two episodes of this grueling HBO prison saga, and says, "It's full of these long monologues that give a director an amazing latitude to create loony visions. The show prides itself on being blistering, gritty reality, but you actually get to move in and out of absolutely surreal, wacky, dreamy stuff."

Although Taylor wishes he were as much in demand for feature films as for TV, he's thankful for where he is today. When he went to the University of Toronto, "There was only one filmmaking group on campus, and Atom Egoyan ("The Sweet Hereafter") was the president. I borrowed the camera once and smashed it into $3,000 worth of damage. That," Taylor jokes, "was sort of an omen of what we would become. He's turned into the godfather of Canadian movies, in a wonderful way."

Growing up in Ottawa and Toronto, Taylor never viewed filmmaking as a career. The only prominent Canadian director he knew of was David Cronenberg, and Taylor felt no affinity for his work. He made a "godawful 16mm at Toronto," but basically Taylor pursued academics, deciding to go after a Ph.D. in history at Columbia University. He was studying modern European history and specializing in Victorian social history and the ideology of poverty ("My heroes were men like Antonio Gramsci and E.P. Thompson, who made Marxism fun") when he got restless and leapt to NYU. That "godawful" 16mm effort ironically helped get him into the film program.

"My first film at NYU was a poetic version of something I'd been doing at Columbia -- a master's thesis inspired by Foucault, who used a building as a metaphor to develop an architectural study of the functioning of the state. In history I was getting fed up with footnotes. It was much more fun to reflect on Foucault's statement on power personally and evocatively."

His high point at NYU was a seminar he took with Martin Scorsese, the film school's revered graduate and one of Taylor's idols. "Part of it was being in a room with someone you have so much respect for, with his reputation and grandeur. He was also exciting -- he still lights up about the act of moviemaking and is a natural performer and comedian, sharp-witted and fast. And he had respect for his students. Given what a great artist he is, you might think he would tend to turn everything into a Scorsese movie. Actually, he could step inside any given treatment and make it the best version of itself. He could read a light comedy or personal psychological melodrama and understand what it might be in its best form and urge the filmmaker toward that. And you could not refer to a movie that he wouldn't know about."

What launched Taylor's final project (which he finished in 1988) was a script he wrote for Scorsese. "It was called 'That Burning Question,' and it was a half-hour deadpan comedy based on the relationship I'd recently had with my then-ex-girlfriend. It was also derived from a part of 'La Dolce Vita' -- a scene in Fellini's film gave me the perfect structure for it. It's about a young couple who go to the outskirts of New York; we find out they're on their way to see a guy set himself on fire, and it turns out he's doing it because his girlfriend won't marry him. So I juxtapose this grand romantic story and this banal squabbling in the foreground. When I watched it, I thought it was this petty piece of crap about me and my ex-girlfriend that nobody else would want to watch. And then -- boom! It was a year gallivanting around the globe, being offered three-picture deals and having every agent in the world calling. I've been coming down from that ever since."

"That Burning Question" did win him an agent, a relationship with "Homicide" and the attention of Uberto Pasolini, a producer developing a "lovable losers" movie that eventually became "Palookaville." It was Pasolini's idea to combine several Italo Calvino short stories with original work from an American playwright named David Epstein in an homage to the Italian misfit caper classic "Big Deal on Madonna Street."

Initially, Taylor rejected it: "I couldn't see past its mild heist-comedy pleasures." But Pasolini suggested he read the original Calvino stories, early tales "written back when Calvino was a voice of neorealism. He managed to create magical moments in spare settings, with an incredible simplicity. And I also saw "Big Deal on Madonna Street," which convinced me that you could take a humble plot and make it into a movie that wasn't about a plot at all, but about the world it evokes and the glimpse of human nature you get out of it."

He ended up filming "Palookaville" for "less than it cost to make an episode of 'Homicide.'" Epstein's characters came from rundown North Jersey neighborhoods, nowhere near Tony Soprano's cushy digs, and Epstein gave them a "stylized blue-collar Jersey talk." When Taylor physicalized the script he tried to enhance and strengthen that feeling. "It was scripted for the town of Paterson -- there was a local reference, to a waterfall -- but we wound up shooting it in slightly scroungier locations. I was always veering toward the small and shabby because of the tone of Epstein's writing, and also because none of us could shake the retro foundations of the piece. We always seemed to be creeping back in time, whether to the '70s, where some of the cars and clothing came from, or to the '40s, where some of the interior design and women's clothes point to. Sometimes I would think that was a mistake, sometimes I capitulated to it -- because I thought it fit the way the characters spoke and the script's vision of humanity. And some of it was borne out by our walks around the neighborhoods: People would have the car they bought when they had enough money to buy a car, or furniture that had been around for generations.

"I liked it when you'd see Manhattan in the background and you'd think, oh my God, that's a whole different time-frame, a whole different world. On the other hand I never really figured out whether it would have been a stronger movie if you could somehow make all that stuff contemporary."

The movie featured wonderful turns from Vincent Gallo, William Forsythe, Adam Trese and Frances McDormand, and won a brace of receptive reviews. "This movie is no paean to clichid little people and their pathos-laden dreams," I wrote after seeing it on opening night of the San Francisco Film Festival. "In 'Palookaville,' small isn't beautiful. Real is beautiful." Roger Ebert, another fan of the movie, was semi-prescient when he stated, "'Palookaville' will have the millstone of Tarantinoism tied around its neck; any urban crime movie with a lot of guys and a little humor is routinely linked these days with Q.T."

The problem wasn't primarily with critics, but with the whole late-'90s alternative-cinema scene. Independent companies specialized in promoting Tarantino-like powerhouses or sentimental pile-drivers like "Good Will Hunting." And Taylor's distributors -- Samuel Goldwyn and Orion -- were springing leaks long before "Palookaville" left the festival circuit. "It was," Taylor quips, "like trying to lob something off a boat right before the nose goes under."

Pasolini was happy enough with the picture to sound Taylor out about another project, "The Full Monty" -- "but I'd decided I'd already made my lovable-losers comedy." Under the auspices of Good Machine ("The Ice Storm"), Taylor has been developing an original called "Sweetheart," about a teenage girl in the "out" crowd of an American small town. She gets pregnant and, rather than let it ruin her, tells a whopper about a criminal to explain her condition. "It's basically about the categories open to a woman: Our heroine goes from being a slut to being a Madonna."

It sounds like a cross between two Preston Sturges classics, "The Miracle of Morgan's Creek" and "Hail the Conquering Hero." As Taylor has shown on big screen and small, he has the chops to pull it off.