It's like night and day 'De-Lovely' bills itself as the antithesis of the Hollywood version of Cole Porter's complicated married life.

Party's on.

The scene is a masked ball in 1920s Venice and on stage, under a drizzle of streamers, Elvis Costello is leading a five-piece band through a boisterous version of Cole Porter's "Let's Misbehave." The music's swinging, everyone's dancing, and the bosoms — both men's and women's — are pleasurably heaving.

Costello's voice slides through the lyrics like a trombone. He bends his body backward — fingers snapping, shiny shoes tapping — and the band kicks the dancers into an orgy of exuberance, like King Louie and his apes boogieing with Baloo in "The Jungle Book."

Misbehaving. Just the way Cole Porter loved it.

The scene is from the set of director Irwin Winkler's "De-Lovely," a movie about the brilliant American songwriter that wrapped up shooting last week 4 and that the director emphatically declares will not be a biopic. "There's only been one Cole Porter movie, and it was a whitewash," the energetic 72-year-old Winkler says, referring to the thin plot and wholesome tone of the 1946 "Night and Day," starring Cary Grant.

Different times, of course, but that picture sailed over what Winkler and scriptwriter Jay Cocks ("Gangs of New York") see as the essence of the man: the unconventional but emotionally intimate relationship the gay Porter (Kevin Kline) shared with his socialite wife, Linda Lee (Ashley Judd).

"Linda was so important to him throughout their life together — she saw him find his voice," says Robert Kimball, who has been the artistic advisor to the Cole Porter Trust for 37 years and who visited the set in June to see what Winkler was up to. "She honored and respected him and introduced him to a wider cultural world. And when he had relationships with men, Cole looked to her for advice and approval.

"Friends who were there told me that at her funeral, he cried like a baby." It is a love worthy of cinematic exploration, though any movie about Cole Porter is always going to be about the music. Winkler will use about 30 songs to tell the Porters' love story, and they remain, of course, some of the best songs of the heart ever written ("Thirty songs — and I wish we could use more," Winkler says with a twinkle).

But there will be no Louis Armstrong on the "De-Lovely" soundtrack. No Ella. For the digital era, Winkler has asked modern recording artists to step up to the mike (hence Costello's bandleader). Instead of Sarah Vaughan singing "It's De-Lovely," we get British pop star Robbie Williams, and so on: from Diana Krall ("Just One of Those Things") to Natalie Cole ("Every Time We Say Goodbye") and — more of a stretch, this — Alanis Morissette ("Let's Do It [Let's Fall in Love]"). The producers wanted Norah Jones too but couldn't strike a deal. "She's got a wall of Grammys in front of her," one executive laments.

Like the angel toting up the good and bad moments in George Bailey's wonderful life, "De-Lovely" unfolds as a retrospective accounting from the viewpoint of a widowed, lonely and apparently broken man. Porter's lyrics provide the guide for the story. It takes him back to his fawned-upon childhood in Peru, Ind., and follows as he becomes America's songwriting king of musicals and movies. The journey will be stylish, Winkler promises, with plenty of big production numbers. The commercial backwash of "Moulin Rouge" and "Chicago" shows no sign of easing, though the idea of "De-Lovely" was pitched to the Porter estate trustees in pre-"Chicago" 2000. (It will be released by MGM/UA next year.)

Yet the film will not be all Art Deco drawing rooms and bellinis at sunset.

Porter's life was marked by several tragedies, from Linda's miscarriage and their later separation to the bitter aftermath of the 1937 horse-riding accident that crushed his legs and left him in pain until his death in 1964 (Porter eventually had one leg amputated).

It is his relationship with Linda upon which Winkler's movie rests.

Crucially, the film travels through Porter's wasted years in Europe in the post-World War I era, when he was content to be the life of any party. Linda rescued her husband from terminal self-indulgence, her intervention unleashing a singular talent on American popular music.

She was not about to watch Cole's talent atrophy on the shelf of hedonism.

"Linda was saying to him, 'Take yourself seriously,' " Kline says in London shortly before filming ended. "Stop being a party boy and get to work."

Kline is himself a singer — "It was the music that attracted me to the role," he says. "I wanted to be a singer before I wanted to be an actor" — and will carry about half the tunes in the movie. But much of the love story's authenticity will depend on Judd's ability to portray a believable muse. It is a terrific challenge: to show the complicated love between a gay man with an appetite for sexual adventure and the woman who saw into his soul and drew out the genius.

"I just genuinely assume it's an alchemy I understand," the 35-year-old Judd says as she watches Costello rip into "Let's Misbehave" one more time. "It's about believing in someone, something I know about from being with my sister [Grammy-winning Wynonna] and my husband [Scottish race car driver Dario Franchitti], who has a rare and extraordinary gift. It's a kind of compassion towards the character of their gift."

Yet Porter was a complicated, mysterious guy, Kline says, "and we don't know what happened behind closed doors. You can read all the biographies you want, as I've done, but in the end you sort of wheedle out a compromise vision of the character."

And clearly there was a part of Porter that was addicted to danger. "By every report, theirs was a deep and abiding affection for one another," Kline says of the marriage. But while Linda condoned his bisexuality, he adds, "she became increasingly worried when his search for sex became more and more indiscreet."

For Winkler, that means getting the sexual calibration right. Too much and "De-Lovely" descends into campiness. Too sanitized and it risks the wrath of those for whom Porter is a gay icon. Kline says the movie will be "fairly explicit in terms of Cole's appetites, though there is nothing sexually graphic on screen. You'll see the kinds of excess to which he indulged," the actor says. "He could get down and dirty."

Facts aren't the only thing.

There is artistic risk, too, in Cocks' decision to write a script that ignores the conventional constraints of biography. Fresh from being pounded by critics for the historical looseness of parts of his "Gangs of New York" script, he fired off a preemptive strike against would-be detractors this time, issuing a one-page manifesto for the movie that warns his love story won't be handcuffed by history.

"The broad outlines of his life are here but placed within the framework of imagination, not scholarship," Cocks writes. He calls the script "an impressionistic musical biography" in which "we've used facts like notes in a melody, putting them together in a way that may never have happened but that may give a truer, deeper picture of the man, his work and — most important — his heart."

(One departure the film takes is in the ages of the couple: Lee was older than Porter; Kline, however, is 20 years older than Judd.)

Or, as "De-Lovely" producer Rob Cowan puts it, "Hey, it's a movie." But that kind of talk can make Porter purists jittery. There are different versions of how "De-Lovely" originated: Winkler says the estate approached him about making a film that might stimulate sales of Porter's catalog; the trustees say it was Winkler who approached them with the idea. But the sides are clearly trying to accommodate each other (for one thing, the estate's cooperation in dropping its usual royalty fees on Porter songs will save the filmmakers millions).

"I told them I had to tell the story as I saw fit and they said 'fine,' " Winkler says matter-of-factly. Winkler's credits as a producer range from "The Right Stuff" to "GoodFellas," and as a director he made, among other films, "Life as a House" with Kline in 2001. Porter historian Kimball says Winkler has the benefit of the estate's doubts. "He's the pro," Kimball says. "Everyone wants to see the picture done in what we called, in the old days, good taste. But Irwin and Jay Cocks should have the right to make their own movie. I may not like it. I don't want people to do violence to it or make up the facts. But there is no set way to do it, either." What Kimball doesn't want to see at any cost is a lot of messing around with Porter's lyrics. Respect the harmonies and rhythms as much as you can.

But the words are sacred.

Ah, the lyrics. It is worth remembering that in Porter's day, the music was not a special taste with a section of his own at the back of music stores.

Back then it was American popular music (at least, white American music). With his lyrical lists and rhyming schemes, Porter was a sort of WASPy rapper for the swing era: "Birds do it, bees do it, even educated fleas do it." The songs were part of the cultural ether.

How they will sound to the generation of what would be his great-grandchildren is Winkler's gamble. "What kind of word is 'beguine'?" a laughing Sheryl Crow said to music producer Peter Asher after cutting her vocal track for "Begin the Beguine" in a London recording studio. "I sound like Doris Day."

Hardly. Crow's version of the standard is sung in a minor key, with the rock chick delivering a bluesy, aching ode to lost love.

The tension in that love is evident in the Venetian ballroom scene — actually filmed in a genteel manor house outside London that was rouged up to look suitably decadent. At the time, Porter is in exile from his destiny, and Linda has summoned Irving Berlin and his wife to Venice to try to light the fire of ambition.

So Chance is coming, but for the moment Kline's Porter is making sure no piano goes unplayed. He is sitting in the corner of the ballroom picking out the notes to "You Do Something to Me" and casting lascivious glances at the hard bods going past. Kline has a good voice, and from the back of the room, Costello listens and laughs.

"I've heard a few old recordings of Porter singing, and he had a terrible voice," Costello says. "Awful. Like a cat screeching from the bottom of a well." (Kimball, more defensively, calls Porter's voice "reedy.")

"Oh, he was a famously bad pianist too," Kline agrees. "He had a pounding, oom-pah left hand. Oh baby, he did not have a light touch." Kline laughs. "You know his obituary in the New York Times read: 'Singer Cole Porter,' " he continues. "Well, he was never a singer.

"But it's perfect for me. I've got a wonderful built-in excuse for bad playing and singing."

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