A WONDERFULLY `ROCKY' ROAD FOR `COP LAND'.

Byline: Amy Dawes Daily News Film Critic

Sylvester Stallone hasn't looked this good in years. He's put on weight and his pants fit lousy. His famous face is melting like a marshmallow into middle age. His physique has gone slack and his new-found paunch has got him so unbalanced that he even walks funny.

He's playing a character called Freddy Heflin, a puppet sheriff in a New Jersey burg populated by tough cops from the big town across the river who figure they don't need any supervision. Freddy dreamed all his life of being a New York City cop, too, but he's deaf in one ear - unfit to wear the uniform, according to regulations.

The irony is, that compared to the deeply corrupt officers who run roughshod through his town, he's the only one who's got the right stuff where it counts - underneath his badge.

And that's what makes Stallone look so good in ``Cop Land,'' a modestly budgeted independent film from second-time writer-director James Mangold (``Heavy'') that's notable mainly for its flavorful writing and the impressive pedigree of its cast.

For the first time in years, Stallone has taken the armor off - he's letting himself be human, he's offering up the battered heart that filled up ``Rocky'' and made it so moving in spite of its fight-movie cliches.

And he does it so effectively that audiences are likely to connect with Freddy Heflin and his underdog heroics in a way that could make ``Cop Land'' one of the year's breakout independent successes.

Mangold, whose low-key debut film ``Heavy'' was also about an overweight guy who watches the world go by, has a much more ambitious agenda this time out. He wants to make a kind of East Coast western, if you can imagine such a thing.

Mangold, who hails from a Hudson Valley town much like the one he creates as Garrison, N.J., pop. 1,208, loads the town with NYPD cops, who, in the tradition of western sagas, are seeking a new home that's freer and cleaner than the one they left behind.

That's because the cops come from a world turned topsy-turvy, according to officer Ray Donlan (Harvey Keitel), their de facto leader. ``It's a place where the cop is the perp and the perp is the victim. We needed a place where things make sense,'' he says.

Trouble is, things don't make much sense at all in ``Cop Land.'' Because Mangold can't resist straying toward that better-established East Coast genre, the gangster film, and suddenly the cops are all mob-tainted and corrupt, destined for a tumble based on the dark secret of the dirty loans they took to build their modest houses.

Why the cops would be willing to get dirty when clearly no one's getting rich is hard to figure, but, for Mangold's purposes, it's a heck of a lot more dramatic than doing business with Bank of America.

And on top of that, they behave like wiseguys themselves, setting up one of their buddies for a brutal good-bye party after going to all the trouble of faking his suicide to, supposedly, save him from the system.

The interesting thing is that even if you're not buying any of this - and I wasn't - you can still enjoy the movie.

Mangold has a splashy, engaging way with a story that makes the characters, the mood and the dialogue grab hold of you, even if his dense, ambitious plot has its flaws. His Peyton Place-like scenario is a little overheated, but it keeps this small town humming with secrets and resentments, tasty characters and potent surprises.

All along the way, the actors jack up the energy and carry the story along, so just watching them is a treat.

Robert De Niro lights up every scene he's in as an internal affairs cop who more or less slaps Freddy awake and forces him to take a look at what's going on under his nose.

A scene in which Stallone takes up the challenge, only to have DeNiro wave him away as being too late, is made marvelously funny even while you're watching Freddy's hard-won bravura crumple.

Another scene, where Freddy is forced to confess his pent-up love for the high-school sweetheart (Annabella Sciorra) who married someone else, has an emotional resonance that few movies achieve anymore.

And the powerfully staged climax is about as good as this type of thing gets.

Twenty years ago, we watched Stallone, as Rocky, bust through the limits of his crummy little world, and something about the character he plays in ``Cop Land'' gives you the same kind of hope. Mangold sets up a wave of corruption and then gives us one sleepy giant, a lifelong loser up till now, who can't look away from it anymore.

For the first time in ages, that giant is played by someone we recognize, someone we can believe in again.

THE FACTS

The film: ``Cop Land'' (R; language, violence).

The stars: Sylvester Stallone, Harvey Keitel, Ray Liotta, Robert De Niro, Peter Berg, Janeane Garofalo, Robert Patrick, Michael Rapaport, Annabella Sciorra.

Behind the scenes: Written and directed by James Mangold. Produced by Cary Woods, Cathy Konrad and Ezra Swerdlow. Executive producers, Bob Weinstein, Harvey Weinstein and Meryl Poster. Released by Miramax Films.

Running time: One hour, 50 minutes.

Playing: Citywide.

Our rating: Three and One Half Stars.