"Cop Land" is a film about weight. The weight of defeat, of broken dreams, of corruption, conscience and culpability. As Sheriff Freddy Heflin, Sylvester Stallone trudges through life. A heroic act as a young man cost him his hearing in one ear. The partial hearing loss cost him his dream of becoming a New York City Police officer. And the loss of his dream cost him everything. So Freddy trudges through life, 40 pounds overweight, with a sad smile, a lazy gait and a don't make waves attitude. Heflin is Sheriff of Garrison, New Jersey, a small town just across the river from NYC. Garrison's population is comprised largely of New York cops who have made the town their refuge, an oasis from the madness of the big city. They treat Heflin with benign condescension, as nothing more than a slow- witted figurehead. And Heflin accepts the role; if he can't be a "real" cop, at least he can hang out with them. So life goes on, with Heflin deferring to the lawbreaking and casual bullying of his "superiors", until an incident in NYC changes it all. Late one night, Murray Babitch (Michael Rappaport) is side-swiped on the George Washington bridge by a pair of joy-riders. When he pursues them, one of the men leans out the window and taunts Babitch while aiming something at him. Babitch panics and fires on them, resulting in a car wreck and two dead young men. Within minutes, the bridge is swarming with people, and the only object found near the men's bodies is "The Club". Police cronies plant a gun, but an alert paramedic notices the scam and raises loud objections. Amidst the chaos, Babitch's uncle, Senior officer Ray Donlan (Harvey Keitel) spirits his nephew away, claiming that the young cop committed suicide by jumping from the bridge.

Babitch is given a lavish police funeral, while Uncle Ray keeps the youth tucked away in his Garrison home, so convinced of the sanctity of the town that he holds a barbecue at the house, with the youth wandering about freely drinking and socializing. Sheriff Heflin knows about the brazen farce. Internal Affairs investigator Moe Tilden (Robert De Niro) suspects. But the cops in Garrison have many powerful friends.

The investigation of the incident allows "Cop Land" to spin off into a wide variety of sub-plots and character studies. The film meanders, the multiple stories become confusing, and the inevitable show-down is overly simplistic and more than a bit illogical, but Cop Land works anyway, because of writer/director James Mangold's steady, assured pacing, excellent cinematography and the strong performances of the powerhouse cast.

Stallone sheds his Nautilus image for the film, reminding us that he began his career as an actor, not an icon. His Sheriff Heflin is a fascinating character, an utterly defeated man with a spark of his former self still burning somewhere inside. Stallone's nuanced performance is good, hopefully a harbinger of a new direction for his career. Keitel is excellent as the leader of the Garrison cops, a viper of a man whose smile is nearly as threatening as his scowl. De Niro does his usual fine work, as do Robert Patrick, Cathy Moriarty, Annabella Sciorra and Peter Berg in supporting roles. The wonderful Janeane Garofalo, who seems incapable of making a bad career move, has a nice turn in a cameo as one of Sheriff Heflin's deputies.

The actor who makes the biggest splash in "Cop Land", however, is Ray Liotta. After a long series of simplistic bad guy roles, Liotta finally has a part with some meat to it, and he is outstanding. His Officer Gary Figgis was once a member of the Garrison cop's inner circle, but became estranged from the group following the murder of his partner, who had planned to testify against the officers. Figgis is a bloated mess of a man, a cokehead drowning in anger and self-pity, but his conscience has survived and he becomes an uneasy ally of Sheriff Heflin.

Beyond the dynamic acting, "Cop Land" offers several impressive set pieces. One of the best involves a violent confrontation, viewed through Stallone's hearing-impaired character. The combination of near-silence and high-voltage action is disconcerting and mesmerizing, adding a surreal element to the film at just the right moment.

The structural and logical flaws of "Cop Land" are easy to forgive, given the strong acting, pacing and framing of the film. Writer/director Mangold has constructed a worthy tale of despair and redemption that overflows with memorable images. "Cop Land" isn't a great film, but it is a very good one.