`PACK' MENTALITY; TV MOVIE LOOKS AT EXPLOITS OF FAMOUS FIVE.

Byline: Keith Marder Daily News Staff Writer

Ray Liotta likes to joke that playing Frank Sinatra in HBO's ``The Rat Pack,'' which premieres at 9 p.m. Saturday, was cake.

``I have blue eyes. I'm from New Jersey. Close enough,'' he says.

But playing Francis Albert, 'Ol Blue Eyes, the Chairman of the Board, was a daunting task for Liotta.

Not only did he have to overcome not looking (eyes notwithstanding) or sounding like the man he was portraying, Sinatra is probably the most-written-about entertainer of any generation, someone who has appeared in dozens of films, released scores of albums and had a career that spanned four generations.

And, Liotta, who had considered Sinatra songs his parents' music, had to capsulize one of the most-known figures of the 20th century in a two-hour film.

Sinatra was the Leader of the Rat Pack, the most famous entertaining troupe in history. It included suave balladeer Dean Martin (Joe Mantegna), incomparable musician/singer/dancer Sammy Davis Jr. (Don Cheadle), schtick-laden comic Joey Bishop (Bobby Slayton) and vain British actor Peter Lawford (Angus Macfayden), who was married to JFK's sister Patricia Kennedy.

Sinatra becomes intoxicated with JFK's (William Petersen) style and mends his relationship with Lawford to get on the inside of the Kennedy camp. The skinny kid from Hoboken wanted to prove he was more than a saloon singer. His goal: Lead Kennedy to the White House, and then get an invite.

In the film, Liotta plays Sinatra to a manic pitch. There is vulnerability and volatility; loyalty and lavish lifestyle; and, of course, butts, booze and broads, baby.

In the film, we see patriarch Joe Kennedy ask Sinatra to get gangster friends such as Sam ``Momo'' Giancana to help fix the election. But it's Sinatra's association with organized crime that eventually makes him a liability to the Kennedys, Sinatra's ultimate downfall.

``I saw it in terms of a Greek tragedy,'' said director Rob Cohen, ``in that Sinatra was undone by the very things that Kennedy, for example, needed him to do.''

Liotta, who had previously turned down the part of Sinatra for a CBS miniseries, did a 180 and decided that this was a project he could grab on to.

``I found out Rob didn't want to do the Joe Piscopo thing,'' Liotta said referring to the comic who is best-known for his Sinatra impersonation. ``When I read the script, I just looked at it as a great character. I'm getting to play a guy who sings `One for My Baby,' sleeps with Ava Gardner, goes sailing with JFK. That's a great part.''

Screenwriter Kario Salem, like Cohen, wasn't looking for a Vegas-style replica act.

``It's not about the mannerisms and the sort of cartoon version of who we think these people are,'' Salem said. ``It's about their insides out. No one tried to impersonate these people.''

Liotta still dug through miles of tape, stacks of discs and reams of paper to find the real Sinatra. He took note of which hand he held the microphone in (either), facial expressions and mannerisms.

``You know,'' Liotta said, ``over one incident there's probably seven to eight points of view. Now I know why people write biographies, to set the record straight.''

Each of the actors had an individual challenge capturing their well-known character.

Cheadle, for instance, had to learn to tap dance, taking lessons from choreographer Savion Glover, to play the drums and twirl a gun.

``I gained a lot of respect,'' he said. ``I gained a lot of insight. He wasn't anyone I either reviled or revered.''

Cheadle, 33, had very little point of reference about Davis. He knew him from the ``Mr. Bojangles''/``Candy Man'' era and an occasional guest stint on ``Laugh-In.'' He also knew of the photograph of Davis hugging President Nixon.

``Before doing this, I always thought Sammy Davis Jr. was a sellout. An Uncle Tom,'' Cheadle said. ``There was no place where he stood up and said, `I know how I'm being treated, but I'm doing it for a reason.' He looked like a pawn, a shuttlecock.

``Thing was, though, he was a fighter. He made a decision to become an undeniable talent and force. And through that, he got in a lot of places and headlined a lot of clubs that wouldn't have let him in as a patron. He was the Jackie Robinson of entertainers.''

The film depicts Davis as a tortured artist. He winces after a racist joke. His wife, May Britt, who was white, complains that he is being laughed at by his so-called friends. And there is a fantasy scene where he does a curdling version of ``I've Got You Under My Skin'' to a batch of white supremists.

Mantegna, the biggest Rat Pack fan of the cast, was familiar with Martin and his style. It showed as Mantegna morphed into the effortlessly cool style of Dino.

``I grew up with all of those guys as a role model of cool for a generation,'' he said. ``They lived in a time when we thought that drinking and smoking was good for you.''

As an Italian-American growing up in Chicago, Mantegna especially looked up to Martin, whose first language was Italian.

``I've got uncles to this day who still think they are Dean Martin,'' Mantegna said. ``He was somebody I admired and decided to give it a whirl.''

Slayton's stretch to play Bishop was probably the simplest. He said that he has a lot in common with the only living member of the Rat Pack.

``I wish I could say, `Yeah, I spent months on the Joey Bishop Diet,' that I did everything Joey did, hung out where Joey hung out,'' Slayton said. ``Ray is a method actor and was really getting into his part, getting himself all worked up. When people ask me if it was hard playing a real-life person, I say, `Wait a second. I'm 43, which is pretty much the same age as the real Joey Bishop was at the time. We're both from the Bronx, we're both Jewish, we're both stand-up comics. We're not talking `Raging Bull' here.' ''

Slayton said that he was reluctant to speak to Bishop because he heard he was bitter and wanted nothing to do with the project.

They eventually spoke.

``He said there was no way to re-create the swing era of the '60s,'' Slayton said. ``Re-creating five drunk entertainers chasing broads and telling bad jokes is not that hard. Didn't Steven Spielberg bring back dinosaurs? Didn't James Cameron put us on the deck of the Titanic?''

The facts

The show: ``The Rat Pack.''

What: A look at Frank Sinatra, Dean Martin, Sammy Davis Jr., Peter Lawford and Joey Bishop, the juggernaut entertainment troupe of the early '60s. The film more specifically looks at the role Sinatra and his pals played in getting John F. Kennedy into the White House.

The stars: Ray Liotta, Joe Mantegna, Don Cheadle, Angus Macfayden, Bobby Slayton, William Petersen.

Directed by: Rob Cohen.

Written by: Kario Salem.

Where: HBO.

When: 9 p.m. Saturday.

CAPTION(S):

3 Photos

PHOTO (1) Joe Mantegna and Ray Liotta re-create the swinging times Dean Martin and Frank Sinatra had together running with the Rat Pack.

(2 -- 3) The Rat Pack as they appear in the HBO movie, left, and the real thing.