Filmmaker Paul Thomas Anderson speaks at Robert Altman's memorial Tuesday in New York (Photos: STV)

Indeed, the guest list was something: Paul Newman. Lauren Bacall. Julianne Moore. Tim Robbins. Harry Belafonte. Lily Tomlin and Kevin Kline and at least a few dozen others, all gathered Tuesday at the Majestic Theater near Times Square to pay a final tribute to the late filmmaker Robert Altman on what would have been his 82nd birthday. But if you really wanted to sense the impact of his indelible populism, you might have started outside the theater, in the cold, where roughly 200 fans queued up to get a seat at the event, which organizers made open to the public.

"He was the equivalent of Zappa," said Jim Hickey, a retiree who arrived at 8:30 a.m. -- only to find himself second in line (the man in front of him showed up even an hour earlier). "I remember seeing Images at Cinema 2 or something when it first came out, and I had a parking space right in front of the theater. I remember sort of sitting there for 20 mintues afterward, just digesting. I remember the impact of Nashville, given the period it was and how timely it still is."

He wasn't the only one, though that 1975 masterpiece had to share the day's recollections with a litany of other celebrated titles invoked in the speakers' eulogies: Bob Balaban recalled the propitious build-up to Gosford Park ("Bob never met a status quo he didn't hate."); Bud Cort, whom Altman first met in 1970 at a Midtown restaurant, talked about his casting in Brewster McCloud; the director's son Robert Reed Altman citing 22 films on which he manned his father's famously restless camera; or Belafonte, who noted films Altman never even made before ending the ending the event discussing his casting in The Player, Pret a Porter and a lead role in Kansas City.

Altman's Tanner collaborator Garry Trudeau flashed back to 1970, when he was a Yale student "watching with astonishment" as M*A*S*H unspooled in its first run. "Imagine our confusion (when) eight different characters suddenly started talking at the same time; a cacophony of voices cutting in and out like a sort of spoken jazz," Trudeau said. "It was like life, only much more interesting. I thought to myself: 'Wait a minute -- are you allowed to do that in a movie?' Well, you aren't, really, but there it was. And that scene signaled the beginning of one of Robert Altman's key insights: That people don't really listen to one another, and when they do, they don’t always hear. Altman had noticed that we get most of what we need from each other in the first few words we speak; thereafter, we're just being polite. Or we're not, and we interrupt. This idea seemed revolutionary to me. Dialogue could be about the gist of things, and you could make drama or comedy out of the messiness of human conversation as it's really spoken.

"Where this left writers was unclear," he continued. "It's been said that Altman was hell on writers; indeed, his first words to me were, 'I eat writers for breakfast.' The upside was that he didn't put you through a lot of rewrites, but this was only because of the downside, which was that he wasn't going to use the script anyway."

The line of prospective attendees outside the Majestic Theater at 11:30 a.m.; those in front arrived as early as 7:30

Filmmaker Paul Thomas Anderson, who worked at Altman's side on his last film, A Prairie Home Companion, honored the director as well as his widow Kathryn. "I got to know him when he was a little softer, so it was kind of shocking when he was nice to me," Anderson said. "He liked his territory, but he was really kind to me, and when I started to realize that it was all kind of BS about 'being an artist' and 'integrity,' he started teaching me, 'What you really need is a Trixie.' The biggest thing behind Bob was Kathryn. Getting to know him, and getting to see his relationship with Kathryn was even better than all the film stuff we would talk about."

Altman's co-producers at Sandcastle 5, Wren Arthur and Joshua Astrachan, detailed some of the specifics behind Hands on a Hard Body, the film he was developing when he died last Nov. 20. The story was based on an actual contest founded at a Nissan dealership in Longview, Texas, where 24 people placed their hands on a pickup truck and the last one standing won it. After the third and fourth day of the competition, Astrachan exlained to the crowd, everybody becomes touchy and full of emotion and feeling -- just about right for an Altman movie.

"We were to begin shooting February 12," Arthur said. "That was his mantra: 'February 12 -- start date.' It was to be another extraordinary ensemble piece set in one location - around a truck -- and with four cameras going all the time. The cast he had assembled was, as it always was, incredible. Just to name a few: Meryl Streep , Billy Bob Thornton, Jack Black, Jack White, Dwayne Johnson -- a k a The Rock -- Chris Rock, Hilary Swank, Steve Buscemi, John C. Reilly, Tommy Lee Jones and Lily Tomlin. As each new actor joined the party and 'came to play,' as he liked to say, his enthusiasm for the film grew. As we all know, actors are what turned him on most. He always said once he cast them, 95 percent of his job was done. And even though he complained that he didn't have the same energy he once had, when he was speaking to the actors, Bob's enthusiasm was palpable. The last time I spoke to him, we spoke at length on the phone about the casting -- specifically about Meryl's days on her other film, and how it looked like we'd have to push our schedule by a couple of weeks... Not happy. In that conversation, he was clear and present as ever.

"There's a phrase I can hear him saying right now that he said over the years: 'Just. Get. To the Verb,' " she added emotionally. "So honoring that phrase and the sentiment, what I want to simply say is that Bob walked off this planet with his boots on. He was the most inspiring person right up to the end."

Tim Robbins followed the pair, noting the event's rambling, star-studded similarity to an Altman film. "There's a hilarious new movie in pre-production up in heaven that Bob is putting together for a film called The Memorial," he said. "And we are making the film as we speak. He's watching the people on stage, yes, but there are other cameras looking around the theater today at the subplots, the subterfuge, the silliness, the whispered comments, the backstage preening." He looked out into the crowd at Kathryn Altman. "Kathryn, you have a beautiful close-up and a camera dedicated to you, but everybody else -- beware. He's going to find us out, and God will laugh."

Julianne Moore, enemy of pubic hair apocrypha

The program's highlight was arguably (and perhaps surprisingly, especially if Altman was in fact keeping score among such a stacked group in the afterlife) the words from Julianne Moore, who namechecked 3 Women as the film that stoked her interest in film acting when she was 19. "But what Bob always told people about me was that I really was a redhead," Moore said, stirring the audience to a deep, long laugh at her reference to her famous nude scene in Short Cuts.

"The way I got to be in Short Cuts was literally a cold call; I was standing in the kitchen when the phone rang and this guy said, 'Hello, this is Bob Altman. Do you know who I am?' I just thought it was a friend; I said, 'Oh, come on. This isn't Bob.' 'No, this is Bob Altman.' And I was shattered; I couldn't believe it. First I said, 'How did you get my number?' I couldn't believe he was calling me at home. But he said, 'Well, I have this move, and I have this part; I want you to do it.' And I said, 'Yes, yes.' He said, 'No, no, no, -- you really have to read it first, because there's some nudity, and it's not negotiable.' And I said, 'Yes! Yes. I don't care; I'll do whatever you want me to do.' And he said, 'Look, sweetheart, you need to think about it.' But the flat answer was, 'Yes.' And he said, 'The nudity in this part is bottomless.' And I said, 'That's fine. I'll do it.'

Moore paused. "Now what Bob claims is after this -- and I don’t remember saying this, and that's the unfortunate part -- but he claims that I said in the next five minutes, 'Guess what? I'm a real redhead!' I don't remember saying that, but Bob never forgot it. And the story got kind of bigger -- it morphed into, 'I have a bonus for you -- I'm a real redhead.' This is the very, very beginning of my film career, when I'm desperate to be taken seriously. So basically, I would do a movie, and they'd call people I'd worked with. The first person they'd call would be Bob, and Bob would say, 'Listen to this story...' I was like, oh my God. The story was in The New York Times, the L.A. Times, Rolling Stone, Premiere Magazine... basically anyone who talked to Bob could tell that story. I was telling this to my co-star (in her current Broadway play, The Vertical Hour) Bill Nighy, about how this was the one story people would talk about, and he said, 'Yeah, I heard it on BBC Radio.' Oh God.

"So people doing interviews would say, 'Can we call Bob and ask for a quote?'," Moore continued. "And I would be like, 'Please don’t call Bob. Please don't.' Finally, I thought this was ridiculous: I can't go on like this. I love him and he means more than anything to me. But I thought, 'Well, just get your courage up.' I called Bob; I felt like such an ass. I called Bob, and I said, 'Bob, you know, about that thing you always say about my being a real redhead...' And he said, 'Oh yeah, where you said, "I have a bonus for you"?' I said, 'Bob, look: I know it's funny, but I'm kind of sensitive about it. Do you think maybe you could stop talking to the press about it?' And he said in the most gentle, humane way possible, he said, 'Of course, honey. Whatever you want.'

"It was so moving. But that's how Bob was: Whatever you want. Whatever you wanted was great."