(L-R) Scott Caan, director Michael Corrente and Freddie Prinze Jr. on the set of Brooklyn Rules (Photo: Brian Hamill)

No matter how many times you hear it (or even been through it), you can only imagine the anguish: An independently financed film strides into production with prominent talent attached. Finishes on time, on budget. Comes together in the editing room. Then sits. And sits. And sits.

"It's shot anamorphic by a cinematographer who's the president of the ASC," said director Michael Corrente, recalling the days more than two years ago when his then-new Brooklyn Rules awaited a suitor for distribution. (It opens today in New York.) "You've got an amazing cast. You've got one of the better writers out there writing right now. And it's a great story, but they will release piece of shit after piece of shit onto 1,000 to 2,000 screens. It's disgusting. It's sad."

Sure, he's bitter; later on he'd get to the mainstream suits whose pick-up predilections run toward "homogenized, rinsed-off, bullshit, formulaic fucking movies." But he's also benevolent -- crazy about his film, really, a modest, engaging coming-of-age story fused to a crime saga run through a prism of mid-'80s mob nostalgia. Veteran Sopranos scribe Terence Winter laces havoc with tenderness, interchangeable qualities among lovers, enforcers, families. Neither he nor Corrente skimp on the clichés -- goomba truck robbers are so helplessly played out (though I guess they are stealing Cabbage Patch Kids), and the first act tacks leading man Freddie Prinze Jr.'s narration to a gauzy, cloying swing of flashbacks and "where are they now" exposition. For almost 20 mintues I envisioned an empty shelf somewhere, pining for the return of its long-lost Brooklyn Rules negative.

Then the script, direction and cast settle in, and the film actually... works. The waiting period seems kind of mystifying. Prinze plays Michael, a pre-law hustler straddling a class chasm between blue-collar Brooklyn and the Ivy League. His childhood buddies -- tough guy Carmine (Scott Caan) and warm-hearted cheapskate Bobby (Jerry Ferrara) -- face their 20s under the influence of testosterone and conflicting ambitions. Romance arrives in the form of WASP-y classmate Ellen (Mena Suvari) and feral Mafia boss Caesar (Alec Baldwin), whose lifestyles symbolize the well-appointed Others to the young trio. Even as the jokes implode and the peerless Baldwin binges on entire blocks of outer-borough scenery, Prinze, Caan and Ferrara establish dense, almost mythological bonds. "Mythological," that is, in the sense that you know someone has to get it in the end. It has to compel tragedy.

But pitched against the escalations of Gotti-era gang warfare, Winter's script evolves as a thinly veiled referendum on determinism -- particularly in cinema (and most art, for that matter), where genre is class. For each of this film's Good Will Hunting-esque touches of fraternal love, there's an omniscient aphorism to send you back to Henry Hill. "Invent a better mousetrap around here, you get a mousetrap stuck up your ass," viewers learn early on. It's equally a lesson and a curse for Brooklyn Rules, a well-made, enjoyable film likely doomed to misunderstanding.

"The movie's more about friendship," Caan said in a recent interview. "It's about these three guys and about that crossroads and that coming-of-age point in your life where you have to decide what you're going to be now -- what you're going to do now that you're a grown-up. It's less about the mob and the Mafia. As far as research, it was more about the three of us getting together and finding that camaraderie and friendship. That was the work behind the scenes. Because the truth is that I'm not really a wiseguy in the movie; I'm aspiring to be. I guess in a way, any clichés that come across kind of work because the idea is I'm trying to be these guys I look up to."

Maybe. Maybe. Moreover, they work because Caan is a ruthless scene-stealer in his own right, yielding to Baldwin as a matter of both professional and dramatic principle. He aspires to excess even as he literally apologizes for it, a deep conflict detectable elsewhere in his stirring recent work in Lonely Hearts and his underrated 2003 directorial debut Dallas 362. Corrente said Caan hedged on the role at first, concerned about comparisons between intemperate Carmine and his father James's famously short-lived, shorter-fused Sonny Corleone in The Godfather. "It's only this film that people have really said, 'Oh my God, that's Sonny,' " Corrente told me. "But I said, 'Scott, that's DNA, man. There's no way you're going to change that. Embrace it. Go with it.' "

Despite its marvels of rage, Brooklyn Rules is ultimately a paean to sobriety: the rehabilitation of individuals and the communities that shape them. Its sins are many, which, like its characters, proves to be the essence of its appeal and, ultimately, its endurance. It has its own legacy to embrace. Only Corrente knows if it was worth his suffering, but its charisma, character and capacity for surprise have at least made it worth our time.