With sports reporter Howard Cosell (JON VOIGHT) covering the fight, friend Howard Bingham (JEFFREY WRIGHT) taking photos of it, and Malcolm X (MARIO VAN PEEBLES) there lending support, the underdog prevails and becomes the champion.

Inspired by Malcolm X, Clay decides to join the Nation of Islam and is given the name Muhammad Ali by the religion's leader, Elijah Muhammad (ALBERT HALL). With his son, Herbert Muhammad (BARRY "SHABAKA" HENLEY), now serving as Ali's spiritual guide and manager, the boxer soon has a falling out with Malcolm X, but fills that void when he meets Sonji Roi (JADA PINKETT SMITH), who eventually becomes his first wife.

Time passes, Malcolm X is assassinated and the government starts watching Ali for fear of militant and/or verbal Black Muslims. Ali's clash with the government worsens when he refuses to be inducted into the U.S. Army to fight in Vietnam. Although supported by his friends and lawyer Chauncy Eskridge (JOE MORTON), the champ is stripped of his title and banned from fighting as his case moves its way up through the courts.

By this time, he's seeing Belinda (NONA GAYE), who becomes his second wife and watches as boxer Joe Frazier (JAMES TONEY) becomes the new heavyweight champ. With Ali's case eventually behind him, he then travels to Zaire where he meets yet another lover, Veronica Porsche (MICHAEL MICHELE), as he prepares to regain his title in a fight arranged by promoter Don King (MYKELTI WILLIAMSON) against the hulking George Foreman (CHARLES SHUFFORD).

Well, the answer to that dilemma is to find a story where the out of the ring material is compelling and the boxer in question is a fascinating, larger than life character, thus making the in the ring material not necessarily inconsequential, but certainly not the focal point.

If there's anyone who fits that bill, it's Muhammad Ali. Born Cassius Clay, Jr. in 1942, the young man escaped his hometown of Louisville, made a name for himself in the 1960 Olympic games and then won the heavyweight championship from Sonny Liston in 1964. Known as much for his verbal prowess as that with his fists, the boxer was the first to regain his crown not once, but twice, a fact partially created by being stripped of it the first time around for refusing to be drafted into the military to fight in Vietnam.

As you can see, his story - that still continues today with his battle against Parkinson's disease and his ascension to international demigod - is flush with material from which one could make a fascinating dramatic film.

That's certainly the intention of director Michael Mann with his appropriately titled "Ali." Known for his Oscar nominated picture "The Insider" as well as his action-filled drama pieces such as "Heat" and "The Last of the Mohicans," the actor-friendly auteur obviously faced a daunting prospect. Namely, that was how to cram the boxer's life into a two or three hour film and avoid the inevitable punches thrown by fans and critics alike who might accuse him of doing it wrong.

The solution chosen by him and co-screenwriters Eric Roth ("The Insider," "The Horse Whisperer") and Stephen J. Rivele & Christopher Wilkinson ("Nixon") was to focus on just part of the legend's life. The result is this two and a half hour film that begins in 1964 with his bout against then champion Sonny Liston and concludes with the Rumble in the Jungle match against George Foreman in 1974.

Featuring some terrific performances, individual moments, and faithful re-creations of the fights and Ali's humorous repartee with sportscaster Howard Cosell, the film is good, but not great. Oddly, it isn't as compelling or riveting as some of the director's previous efforts despite coming preloaded with an intriguing, real-life story.

There are several reasons for that. First, the film is too long, or at least too slow for its running time. While some three-hour plus films whiz by in seemingly no time at all, this one feels like its full length. Although even attempting to tell the decade-long story could have taken a great deal longer to get in all of the historical facts, characters and details, Mann lingers too long on certain elements, thus exuding that slow pace.

The second problem, tied to the first and the years covered, is that the film feels episodic. While that's obviously a mostly unavoidable byproduct of telling a biopic-like story that covers ten years and trying to cover the various events, it gives the film something of a distracting, disjointed feel.

The last problem, and the one I feel is most detrimental but certainly not completely debilitating, is that the plot isn't particularly strong or compelling. Sure, many viewers already know the basic story, and I'm not even really talking about the fact that some of the characters and events are glossed over and/or simplified to the point that the uninitiated might have a tough time following or understanding all of the who's and what's that are in play.

Instead, it's just that there's no engaging narrative throughput from start to finish, something from which Mann's other films have greatly benefited. Here, the director is seemingly going for more of a stylistically artsy approach of letting the visuals symbolize what's happening, rather than letting the story stand and work on its own.

That's obvious from the opening credits sequence where Mann presents a long montage of scenes intermixing Cassius Clay training with Sam Cooke performing before a live audience. While the scene might establish the mood and atmosphere of the time, it does nothing to engage the viewer and I felt that it kept me at arm's length for too long of a time.

Later, there's a very long and redundant scene of Ali jogging through the tenements and alleys of Zaire, seeing both how the locals live in squalor and how much they idolize and adore him. While the scene has a powerful message, Mann drags it on far too long, pummeling the viewer with the symbolism of it all, a point that will likely bore or irk viewers who have already gotten the point. The art house crowd might appreciate Mann's efforts, but mainstream viewers and fans of the director's previous works are apt to get a bit impatient with the overindulgent style he's put to use here.

What they probably won't tire of, however, is Will Smith's fabulous portrayal of Ali. Beyond beefing up for the role and getting just the right makeup to look the part -- Smith ("The Legend of Baggar Vance," "Enemy of the State") goes beyond just doing a terrific bit of mimicry, unlike Jim Carrey doing Andy Kaufman in "Man in the Moon" who needed to bring something more to the part beyond the amazing impersonation.

Here, Smith becomes Ali, completely transforming himself in both body and spirit, and you can see it completely in his eyes that capture the man and legend. The transformation and resultant performance is not only startling, but it's also what carries the picture and makes one forgive most of its faults. It's certainly Smith's best work to date and should earn him an Oscar nomination.

Some of the best moments are when Smith's Ali interacts with sportscaster Howard Cosell, brilliantly played by the completely unrecognizable Jon Voight ("Pearl Harbor," "Lara Croft: Tomb Raider"). While the cast and crew obviously had the advantage of access to the recorded footage and/or transcripts of the real men's various exchanges, Smith and Voight pull them off so well that they're undeniably the film's most entertaining and pleasing moments.

Other performances are equally as strong. Jamie Foxx ("Any Given Sunday," "Bait") is terrific as Ali's "motivational" corner man, while Mario Van Peebles ("Solo," "New Jack City") is outstanding as Malcolm X. While Ali's famous trainer, Angelo Dundee - played here by Ron Silver ("The Arrival," "Reversal of Fortune") in a subdued performance - is surprisingly shortchanged, Mykelti Williamson ("Three Kings," "Primary Colors") obviously has some fun playing the flamboyant boxing promoter Don King.

Jada Pinkett Smith ("Kingdom Come," "Bamboozled"), Nona Gaye ("Harlem Nights") and Michael Michele ("The Sixth Man," "New Jack City") are all good playing the various women in Ali's life, while Charles Shufford (making his debut) and James Toney ("Heart and Souls") are fine portraying real-life boxers George Foreman and Joe Frazier respectively.

Despite its various problems, the film is still rather good. Although it doesn't cover the legend's entire life story and never really delves too deeply into the boxer himself or answers questions about his seemingly contradictory beliefs and actions (of which there has been much debate), the film contains enough terrific performances and individual moments to make it worth seeing and earn a recommendation. "Ali" thus rates as a 6.5 out of 10.