Carolyn Cassady is now 55 years old, a striking woman who wears her blonde hair pulled back, framing a face lined with the marks of experience, if not suffering, that has aged like a valuable cameo. She still lives in Los Gatos, in a house she shared with Neal, and their three children remain in the San Francisco area as well. Her manner has an engaging matter-of-factness about it, and as she pulls on a cigarette it is possible to see the cool, Bennington girl toughness that attracted the two men she has out-lived.

"Living with Neal was sheer hell," she says flatly, puffing away. "I still had the idea that one marriage is for life, for better or worse." By her own confession, Carolyn Cassady was "so square" when she married Neal, "I hated all the beat scene and I still don't like 'em very much."

But from her perspective, Neal and Jack had facets not generally visible to a voracious, scandal-hungry public. "He and Jack both dreamt of a home and family, they were very conventional in that way, their rebellion was private and personal," she says. "Neither he nor Jack could fit into the mold society had for family men, but they sure gave it a go."

Though he achieved the literary success he always thought he wanted with "On The Road", written, so the legends go, as one single-spaced unpunctuated paragraph more than a hundred feet long, success was not to be Jack Kerouac's fate. Horrified by the intense personal attention his fame created, as well as by criticism on the order of Truman Capote's "that's not writing, that's typing," Kerouac gradually turned away from the life he had previously found so joyous. He lived for long stretches of time with his mother and began to drink heavily, finally dying of a massive gastric hemorrhage in 1969 at the age of 47.

As for Neal Cassady, his end was stranger still. He hooked up with Ken Kesey and the Merry Pranksters and when Tom Wolfe described him in "The Electric Kool-Aid Acid Test" this is what he saw:

"Off to one side is a guy about 40 with a lot of muscles, as you can see because he has no shirt on - just a pair of khakis and some red leather boots on and his hell of a build - and he seems to be in a kinetic trance, flipping a small sledge hammer up in the air over and over, always managing to catch the handle on the way down with his arms and legs kicking out the whole time and his shoulders rolling and his head bobbing, all in a jerky beat as if somewhere Joe Cuba is playing 'Bang Bang.'"

Early in 1968, a little less than two years before Jack's death, Neal was found unconscious by a stretch of railroad tracks in Mexico and died in the San Miguel de Allende hospital. "We were all relieved when he died," Carolyn says. "His mind and body were gone because of drugs. I never knew what he took, he'd swallow whatever pill anyone gave him. He felt guilty, he thought he was rotten, just rotten."

Those two deaths were a catalyst for Carolyn Cassady. She began to write about her experiences with her husband and Kerouac. Her manuscript, which once ran over 1,200 pages and is now down to a tidy 836, is called "The Third Word." She worked on the book for years but could not get it published. Then, in 1975, Michael Shamberg entered her life. The Director

Michael Shamberg is an intelligent, ambitious, somewhat fretful man of 34. The author of "Guerilla Television," he is best known for having set up TVTV, a company which specialized in off-beat, sophisticated video documentaries. Anxious to make a theatrical film, preferably about the 1960s, Shamberg contacted Carolyn Cassady, found out she had an enormous manuscript, and secured the rights to it even before a small Berkeley press published selected excerpts as "Heart Beat" in 1976. He then joined forces with Alan Greisman, who had produced millions of dollars' worth of television commercials, in an attempt to raise seed money for the project.

At this point, Shamberg admits, a film about the '60s, centering on Cassady and the Pranksters, was still on his mind: "The idea was that he was old and they were young and he was essentially trying to recapture something he though he'd lost." When Ken Kesey and the Pranksters heard about this, however, they were far from pleased.

"We sent a letter telling them if they tried to do a thing about us, we'd sue 'em," Kesey said, from his home in Oregon. "We felt their idea was to use Carolyn's permission to try and get into that era and we objected to that. We thought it was claim-jumping and we refused to give them access to our videotapes."

Part of Kesey's objections stemmed from the the fact that he was - and still is - in the process of putting together a Neal Cassady documentary to be called "Further," the destination sign on the Pranksters' bus, treating Cassady as "one of those people who come along and who, like it or not, are cursed with a real vision it takes them their whole lives to impart."

Kesey, however, objected to "Heart Beat" on a more philosophical level as well. "I believe in dead rights, that no one has a right to mess with a guy, use Humphrey Bogart to sell batteries on TV, just because he's dead," he says.

Now that he is safely written out of the film, Kesey wishes it godspeed, but he is in touch with Allen Ginsberg and is sympathetic with Ginsberg's feeling that it would be a misfortune if "the impression of who Cassady was was left with this Hollywood froth." Focus on the '50s

At about the time Kesey and the Pranksters were writing their letter, another event occurred that fixed "Heart Beat" firmly in the 1950s. Shamberg and Greisman met with John Byrum, a screenwriter who had made the jump to writer/director with the Richard Dreyfuss film "Inserts." He convinced the pair that the film's focus should be on the '50s and agreed to write the script if he could direct as well.

The plot, told with the aid of a voice-over narration for which Jack Webb, of all people, is being considered, covers roughly two decades beginning in 1948 and has already earned the film such mock titles as "Jules and Jim Go to North Beach" and "Beatnik Confidential."

In simplified form, Kerouac meets Cassady and together they meet Carolyn, with Neal running off with her before Jack can propose. So Jack goes off to write and have experiences and returns eight years later, when a triangular relationship begins, with Jack's presence somehow making the Cassady marriage more stable. Then "On The Road" is published and that intimacy is destroyed by Jack's fame. The film's ultimate scene, as related by Greisman, is as follows:

"You get a hint of what happened to them all. You see Neal going off toward the horizon on a psychedelic bus and the narrator says, 'He thought life was destroyed by compromise, that was his downfall.' You see Jack leaving somewhere in a cab and the narrator says, 'He thought life was made by compromise, that was his downfall." Then you see Carolyn turning on a lawn sprinkler and the narrator says, 'She thought compromise was like a dental appointment. You're damned if you do and damned if you don't.'" The End.

It all sounds very neat, but that was the problem. In order to get everything tidy enough to fit into 90 minutes of screen time, a sizable amount of fictionalizing went on. Greisman and Shamberg say thet this making of "dramatic choices" was essential, that, in Greisman's words, "Nobody's life story is dramatic enough to film as is," and that furthermore, nothing more was done than "taking true incidents that would make a good story if they happened in a certain order and putting them in that order. An audience doesn't care if a movie's true to life if it's not entertaining." The Poet

"I can't work for you." It is Allen Ginsberg, answering his phone. Far be it from Ginsberg to answer with a mere hello. "I can't work for you," he repeats, singsong fashion. "I have no time, I have to write my poetry."

It has been three months since Allen Ginsberg has been in his New York apartment and the demands on his time have been pulling up. He last read the "Heart Beat" script at least a year ago, he says, and though he can no longer recall its exact wording, what he disliked is still all too clear in his mind.

"I was frightened by the script, it was so goofy, so goopy," he says. "It was unimaginative and silly, it contained all the aggressive, macho-type brainless idiot stereotypes Time and the CIA invented about us in the 1950s."

"They wanted to have someone named Allen Ginsberg speak lines I never said," he goes on, warming to his task. "I wouldn't have minded if they put something intelligent in my mouth, but it sounded like third-rate beatnik poetry so I asked them to please leave me out."

It has been suggested that one reason Ginsberg is so upset is that the script trivializes what was in reality a serious love affair between him and Neal Cassady. Ginsberg says he doesn't remember that part of the script, which features the poet character, Cassady, and a woman all in bed together in a scene that is treated Michael Shamberg says, "humorously." What he does remember makes him angry enough:

"One part had me, or supposedly me, banging on a table in a restaurant, acting spoiled, being angry like a punk. I was screaming about reality being wrong, demanding to know the meaning of existence and being mad because no one would tell me. It was just stupid behavior."

When he went to San Francisco to watch some location shooting in City Lights Bookstore, he found that, "They had taken a copy of my poem 'Howl' and had pasted the word 'Rage' over it." It was precisely that kind of emotional misinterpretation of what I was doing - identifying me with mindless aggression - that I objected to. It's a vulgarization of the myth, bad titles driving out good." If he had to change the title, Ginsberg says, he would have chosen something like "Rhapsody."

"When Carolyn Cassady signed that contract she didn't realize they could do anything they wanted," he says. "Once she realized what she was in for, she tried to make the best of it. She's a lonely, defenseless widow in the world, trying to get along." The Actor

"I don't think this film is being done for Allen Ginsberg and Ken Kesey," Nick Nolte says, not in a challenging way but matter-of-fact. He is sitting in a chair in Los Angeles' Biltmore Hotel and getting ready to do a scene involving a San Francisco literary reception following the publication of "On The Road." "It has to come down to your own morality," he goes on, "whether you have the right to do this artiscically. I think we do."

The level of intellectual conversation on most film sets is nothing to write home about, but "Heart Beat" is an exception. The material has given the actors occasion to think perhaps more deeply about their roles than is the norm.

Their initial exposure to the source material was varied - Sissy Spacek said she read the script and "didn't know they were real people, I'd never heard of any of them," while John Heard says Kerouac "was like a folk hero to me" and Nolte had just come from playing a character in "Who'll Stop The Rain" whose death scene was consciously based on Cassady's death in Mexico - but their current feelings about the project are remarkably uniform.

All three principals see "Heart Beat" as a poignant kind of love story about a trio who, in Spacek's words, "were so terribly different in what they wanted out of life in a material sense but who connected on a very high level." Everyone also seems to agree, ironically, that the much-maligned script was useful merely as a starting point, and that much of the meat of things is being filled in on the set.

John Heard says he has a lot of misgivings about playing Kerouac. "I see him as essentially a shy, contemplative person who had a profound understanding of something, I don't know quite what it was. Kerouac has a lot to offer and I don't want to mess him up for people, cause them to lose interest in him."

Nick Nolte had a natural, intuitive response to his role. "You have to forget about reality," he says flatly. "I don't get hung up between reality and fantasy, reality is fine for real life but this is pretend life, where you extend, magnify, fabricate."

Nolte's view of Cassady is as "someone whose basic substance was involved in illusion - now you see him, now you don't. He had a mythical quality, he represented a lot of different things to a lot of people. He wouldn't tell you himself what he was like."

The actor whose role is in some ways the most difficult is Ray Sharkey. Stunning as a small-time hood in "Who'll Stop The Rain" and as the lead in the off-beat, as yet unreleased "Hot Tomorrows," Sharkey had the assignment of creating the character who was to stand in for the included-out Allen Ginsberg.

Sharkey, 26, says he has ended up playing "Me, the Poet.I made up the name, Ira Streiker, and I wrote my own poetry. When you see it you'll flip. I do this maniacal chanting; I'll probably wind up doing a cantor after this part."

Sharkey researched his role something fierce. "I went to Columbia, I walked around the halls, wrote poetic graffiti on the walls," he says. He read what Ginsberg read - Celine, Yates, Blake and Rimbaud - "so I might be inspired the way he was." Sharkey even went to Paterson, N.J., the poet's home town, went to the candy store he used to frequent and "drank four egg creams and wrote a poem about that."

Sharkey is sure that he will hear from Gibsberg after the film comes out."I definitely expect to," he says, grinning. "I expect probably a poem in a publication about a guy who played me in a movie and a 10-page essay called "Who Do You Think You Are? I'm Sorry But You're Not." The Actress

Carolyn Cassady, meet Carolyn Cassady. Or rather, meet Sissy Spacek as Carolyn Cassady, all dressed up in a fancy black dress, gauzy hat, white leather gloves and foxy fur. "Oh there I am," the real Carolyn says archly. "Oh, I wore that dress everywhere." Did she really? Someone asks. Well, in fact, she didn't. She never had a dress that fancy. She never had a fur. None of the events being filmed that day, literary cocktail party for Jack which she had Neal attend, ever occurred.

But Carolyn Cassady has made her peace with "Heart Beat," the departure from reality it represents seems to do nothing more than amuse her now.

If she had not already signed a contract by the time she saw the script, a contract which was to eventually pay her $70,000 plus 2 1/2 percent of the net profits, "Heart Beat" would doubtless never have been made. As it is, Carolyn seriously considered breaking the agreement after "a hundred-dollar-an-hour lawyer told me if I thought I could get control of the film, forget it. I almost stopped it, but I didn't. I decided that wasn't a very productive way to think. I'm a chicken about that. I can't be the big villain."

Once "Heart Beat" secured financing, Carolyn decided she wanted to participate. "I told them I'd tape my mouth shut if they'd just let me watch." And once she came on the set, her attitude began to change.

For one thing she found, as Shamberg and Byrum had assured her she would, that that unloved script was only a blue-print for what was going on, that the actors made what looked rediculous on paper seem less so in the flesh. "I have been eating humble pie with great relish in that area," she says. And she was much taken, not to say flattered, by the almost respectful attitude the cast and crew took toward her. She even warmed to the idea, thought at one time she thought she never would, of Nick Nolte as her husband.

"I'd first thought of him as just this box-office matinee idol," she says. "I saw 'The Deep' and I thought, 'He can swim, but what else can he do?'" But now, even though Nolte makes no attempt to duplicate Cassady's staccato word barrage, which has been described as paralleling the way Paul Newman talked in the beginning of "The Hunter," Carolyn says, "It's uncanny when he is on the set. It's amazing how he's got the inner thing down."

Yet over and above all this, the reason Carolyn Cassady is now fond of "Heart Beat" comes down to what is the essence of the "Me" decade: "If I have only one life, let me live it as (fill in the blank)" For Carolyn Cassady, apparently, the blank is filled in with the words "movie star."

"Sissy's got me all cleaned up, I'm the most wonderful heroine, I go through everything and come out unscathed," she says. "I saw the dailies the other day and I cracked up. Everything was so romantic, I was crying. It could have been like that but it wasn't at all. This is going to be a six-box-of-Kleenex movie. I used up two in that shot alone.

"I kept thinking, 'Wouldn't it have been nice if it really had been that way?"