One of Hazel's allies is Tommy Crickshaw (BILL MURRAY), an aging and boozing ventriloquist who's been assigned the task of teaching vaudeville to two less than talented newcomers, Sid (JACK BLACK) and Larry (KYLE GASS). Although he similarly bemoans the spread of communism, he's more interested in Hazel than in the Reds.

Another project is "The Cradle Will Rock," written by tortured composer Marc Blitzstein (HANK AZARIA) and directed by Orson Welles (ANGUS MACFADEN). While the famed actor and director enjoys bickering with his producer, John Houseman (CARY ELWES), he encounters labor problems with his union actors, headed by John Adair (JAMEY SHERIDAN), as well as his inexperienced leading lady, Olive Stanton (EMILY WATSON), who just days early was sleeping in a movie house and singing for food. Meanwhile, bit actor Aldo Silvano (JOHN TURTURRO) is simply trying to keep food on the table for his growing family.

One of the unconditional supporters of the theater project is the somewhat flamboyant Countess La Grange (VANESSA REDGRAVE), who's married to industrialist Gray Mathers (PHILIP BAKER HALL). While he has to contend with her whimsical ways as well as possible union strikes, he seems more interested in Margherita Sarfatti (SUSAN SARANDON), an Italian art broker and fascist sympathizer.

A former mistress to Mussolini, she raises funds for the fascists through her art dealings. As such, she knows famed Mexican artist, Diego Rivera (RUBEN BLADES), who's been commissioned by Nelson Rockefeller (JOHN CUSACK), also one of her clients, to paint a massive mural in Rockefeller center.

As those two men clash over what constitutes art, Hallie, Welles and the others must contend with Congress attempting to shut down production of "The Cradle Will Rock" due to its pro-union and therefore presumably pro-Communist underpinnings.

Others will remember Welles as the writing, directing and acting "boy wonder" who crafted 1941's "Citizen Kane" or the mastermind behind the infamous and inventive radio broadcast of H.G. Well's "The War Of The Worlds."

It's doubtful, however, that many will tie him to a precursory event of what eventually became the Joe McCarthy "witch hunt" of the 1950s where some in the government accused those in the entertainment industry of being communists. That event, of course, was the government's attempt to shut down the play, "The Cradle Will Rock" -- a leftwing, pro-labor opera funded by the Fed's own Works Progress Administration - for allegedly containing communist underpinnings.

That true-life event is chronicled (and given a truncated title) in "Cradle Will Rock," a mostly satisfying tale that mixes fiction and fact, but ultimately flounders a bit due to containing too many characters and plot lines. As written and directed by actor-turned Oscar nominated director Tim Robbins ("Dead Man Walking"), the film is obviously well-made, features a great ensemble cast and touches on the little known but intriguing theatrical crises of 1936.

Yet the shutting down of the play is only one part of this film that features at least fourteen major roles (and many minor ones) as well as around ten or so major and supporting story lines that are loosely connected to one another in various fashions.

While the multitude of characters and plots will certainly prevent the audience from ever getting bored, the sheer number of those elements creates a few problems. For one, it takes the film a long while to get cranked up as all of those people and their storylines have to be introduced.

Although Robbins handles that nicely and prevents the succession of introductions from being jarring, it ultimately gives the film a film a feeling of lacking focus. As such, and without one central protagonist to lead the way, the audience ends up feeling more like a bystander, rather than a participant, in the proceedings.

Of course, some films can survive such a distancing, but this film probably would have benefited more from drawing the viewer into the stories and making them care about the characters instead of unintentionally keeping them at arm's length.

It also doesn't help that while the many stories have the less than subtle core element of censorship at their roots, some of them feel only loosely connected at best with the rest of the film. Although on an individual basis they're all relatively decent, they don't always add up to a compelling and cohesive whole. In addition, due to the sheer number of involved elements but despite the film's running time of nearly two and a quarter hours, some of them eventually feel shortchanged and/or somewhat orphaned by the time the film draws to a close.

To conclude with the nitpicking, this picture ultimately suffers from the same problem that the film, "Illuminata," also did. Also starring John Turturro ("Barton Fink," "Do the Right Thing") and Susan Sarandon ("Anywhere But Here," "Stepmom"), that film similarly dealt with a theatrical troupe trying to stage their play. With so much buildup to the eventual staging of it, the finally realized production was a bust, especially compared with the rest of the picture that preceded it. The same holds true here.

Although the recreation of the actors spontaneously breaking into performance from the audience is rather fun (and based on the true incidents), the actual play itself - as least as presented here - isn't particularly that intriguing or satisfying. While it's not a huge fault, the fact that the film has built up the audience's expectations for it and then doesn't deliver, somewhat deflates the big dramatic moment at the end.

Some viewers may agree with the above, while others might not have such problems with the film. What most will probably agree upon, however, and what keeps the film interesting - above and beyond Robbins' polished visualization - is the cast and their strong to stellar performances.

Indeed, Robbins has assembled a tremendous ensemble cast of performers who embody both historical and fictitious characters. From John Cusack ("Being John Malkovich," "Pushing Tin") and Angus Macfadyen ("Titus," "Braveheart") to Vanessa Redgrave ("Howards End," "Julia") and Hank Azaria ("Mystery, Alaska," "The Birdcage"), the performances are top-notch.

Especially strong is Joan Cusack ("In & Out," "Working Girl") as the clerk who rats out others, Ruben Blades ("Chinese Box," "The Milagro Beanfield War") as famed Mexican artist Diego Rivera, Emily Watson ("Angela's Ashes," "Hilary and Jackie") as the aspiring actress and Bill Murray ("Rushmore," "Groundhog Day") as the disillusioned vaudevillian ventriloquist, just to name a few.

For the most part the film is rather entertaining and certainly easy to watch due to the all-star cast and their strong performances. One only wishes, however, that Robbins had delivered a more tightly focused product. With too many characters and plotlines, the film occasionally feels somewhat incongruous as the separate stories run along in parallel, but don't always add up to as strong and cohesive a whole as one would expect. Decent, but not stupendous, "Cradle Will Rock" rates as a 6.5 out of 10.