BOOGIE NIGHTS is a movie that mixes two of my favorite things -- Marky Mark and pornography. I'm being sarcastic, of course.

Like PULP FICTION, this is an intelligent epic of the tasteless, a movie that makes sweeping points about our society and has likeable people doing reprehensible things. Written and directed by Paul Thomas Anderson, BOOGIE NIGHTS forgoes the gynecology and eroticism in painting sex as cold, emotionless and mainly just a commodity, and its success is finding the humor of '70s porn business as well as the sadness.

In that sense, it's like THE PEOPLE VS. LARRY FLINT, alternating between being fascinating and funny in its realistic portrayal of the motivations of pornographers and focusing on the empty lives of those who make their living this way. Its main actors, Mark Wahlberg and Burt Reynolds, are two people I'd never thought I'd praise, but they do great work in BOOGIE NIGHTS, as do the people you'd expect to kick ass, like Julianne Moore, Don Cheadle (from ROSEWOOD) and William H. Macy.

The story begins in 1977, as 17-year-old Wahlberg is washing dishes in a nightclub populated by an adult filmmaker (Burt Reynolds, in perhaps his most disgusting hairpiece yet). Reynolds likes what he sees in young Wahlberg -- youth, muscle tone, a 13-inch penis -- and entices him back to his den of sin, where Wahlberg gets it on with fellow high school student Rollergirl (Heather Graham), who never removes her roller skates. After a pool party, Wahlberg agrees to join the porn star family under the name Dirk Diggler.

It's in these early scenes that we meet the other family members. There's Moore, a single mother who has been denied custody of her children because she's, well, a coke whore, acting as surrogate mother and sex partner to the other porn stars instead. Cheadle is a second-string actor hoping to make it big in the world of stereo sales, Macy is one of the crew and can't seem to keep his wife (real-life porno queen Nina Hartley) from humping everything in sight and John C. Reilly is Wahlberg's best friend and a damn good porn actor in his own right.

In about 150 minutes, BOOGIE NIGHTS covers five years in the pornography industry, from the rise and fall of Dirk Diggler to the decline of porn as an art form. That's the funniest thing about this movie, the conviction held by all the characters that they're making something significant. The Reynolds character's main goal is to make a XXX-rated movie that is so good that its customers stay in the theater long after sticky-ing up the floor and Dirk helps him out by making some hilarious action hero porno flicks.

BOOGIE NIGHTS, like LARRY FLINT, humanizes something most people don't think of as very worthy of epic treatment. A lot of its middle scenes, the ones involving Dirk's brief recording career and the imminent arrival of videotape as the medium for porno, are amusing, but the closing scenes pack a punch. This is the kind of movie that makes you laugh, (maybe) makes you cry and makes you sit in shock. It's frank without being graphic, emotional without being melodramatic and funny without being unbelievable.