The night before, he'd been on the Carson show, and even Johnny couldn't get past the Beatleness of it all. So he asked soft questions, said silly things, even used a guitar-behind-the-couch setup to get him to sing. Mostly, Johnny Carson seemed nervous.

"So they tell me," says Paul McCartney, just a bit incredulous. "I sensed it. We were a bit nervous with each other. He stuck it to me, Johnny. What do you call it, sandbagging? I love it! Cheeky boy. I enjoyed Johnny, he's an American institution."

Maybe McCartney is an institution as well?

"Ah, hands across the water," he laughs, unembarrassed.

Paul McCartney is 42 and still very much the man you've known for all these years. The soft boyish face has lost its baby fat, but not its beauty. The mop is thinner and flecked with gray. The wide pup eyes seem as innocent as ever, easily as disarming as the smile. Crow's feet sometimes radiate from those eyes, but so does a conscious serenity.

Today, Paul McCartney -- the most successful songwriter of the century, the best-selling recording artist, probably the richest entertainer in the world with several hundred million dollars to his name -- is simply dressed in black slacks, a plaid shirt worn under a red overshirt. He's in another elegant hotel, talking about his project of the last two years, "Give My Regards to Broad Street," a vanity film that has been panned almost universally.

McCartney is relaxed, a private man who has it all, yet places his family before his music. He has been married since 1969 to Linda Eastman. They have four children, ranging in age from 6 to 21, the eldest Linda's from a previous marriage. Despite the McCartney wealth, his children attend regular schools in England, an attempt, he says, to allow them a normal childhood.

Yet the confidence is tainted just a bit with an understandable defensiveness. Once the Beautiful Beatle, McCartney has spent the last 15 years suffering such labels as the Boring Beatle and the Nowhere Man, his creative skills doubted, his motivations questioned. The sharpest barbs came from his one-time partner and best friend, John Lennon. Lennon was unmerciful, calling McCartney Engelbert Humperdinck, intimating musical inadequacy and at one point saying "the freaks was right when they said you was dead."

McCartney never answered in kind. Now, however, he's standing up for himself again, for the first time since Lennon was killed in 1980.

"This image of me as the sharp, ruthless go-getter, I don't actually think I am," McCartney says. "I want to succeed, I don't see anything to be ashamed of in that. My parents had high aspirations for me. My mother wanted me to be a doctor, but I couldn't do the exams, I just wasn't smart enough. My dad wanted me to be very successful. He said I'd be a producer one day. I'm getting near to his dream," he adds with a subdued chortle.

"We were working class," McCartney continues, serious again. "You come out of the working class with dreams. You've seen all the movies, you've seen the rags-to-riches stories. I don't think I've ever made a ruthless move. Show me the move that makes me ruthless -- I'd be interested to see it. A lot of it is bitchiness, a lot of it is jealousy, and a lot of it is just plain ignorance."

Some of the criticism was personal: being a wealthy rock aristocrat obviously couldn't buy him love. But the more stinging slams were artistic: that his best work was far behind him (an accusation Lennon heard, as well), that his solo offerings were for the most part inane, unfocused, lightweight, bland.

"Look at Van Gogh: he couldn't have gotten arrested," says McCartney, who has had no problems in that particular arena, having gone through some well-publicized marijuana busts. "And now he's feted at the Met."

"Like all my mates before me, I've got to take all the knocks, all the chances, take John Lennon . . . I've got to accept all of that crap full in the face and if I still want to keep doing it, I've got to ride through all of that stuff. It's not easy, but I'm not pleading mercy. It just comes with it."

"Broad Street" will undoubtedly provide further ammunition for those who insist McCartney has lost touch with the real world, that his filmmaking has become as boring and flaccid as the majority of his solo work. "Somebody told me I'm bigger than any role I could ever play," he says, wincing. "Well, that's it, I'm finished. I might as well go sit on the toilet and take Polaroids of myself."

Although he was the most popular Beatle, he somehow became the most unpopular ex-Beatle. The personal excesses and the creative misfires that were dismissed as aberrations of genius in Lennon were seen as character defects in McCartney.

"A question of image," he says. "Liverpool people can be flippant. I'd rather be flippant than serious, it's just me. It doesn't mean I'm any more or less serious.

"To me, it was a blast. I loved meeting all the press, the other guys in the band didn't. I had a big warm family in Liverpool. John didn't, it was a very, very different state of affairs.

"John was no more deep than I am. You look at John's upbringing and my upbringing, mine made me into a very different kind of person. Mine was a warm, comfortable childhood, not a rich upbringing. His was richer than mine. Nobody knows that. John made himself out to be the big working class hero, but he was the least working class in the group. John had an auntie who gave him a hundred pounds one birthday; that's still something I wouldn't give my kids.

"John's father left home when he was 3, went to live with his aunt and uncle, the uncle died. The kid's got to be starting to think it's his fault. John's mother lived with a waiter that he didn't really approve of. They lived in sin and in those days that really wasn't clever for your mum to be living in sin . . . His mother got run over when he was 16. Comes to visit him and goodbye mum, close the door, two seconds later, ding ding on the door, sorry your mum just got killed by a police car right outside. He got married, got a divorce. I think that's why John was like John was, why he went into primal therapy. He needed it all. I feel like I don't really need much of that.

"I'm just happy and friendly, I don't want to be drippy. I'm as intelligent as John was. I know where he was at, I know what he read and I know what we talked about. But you're stuck with yourself. If your mommy brings you up nice, you're a nice boy. You can do what all the other kids do to try and prove you're right. That's the tempting thing with me . . . I'll rip my jeans just to show you I don't dress pretty. I do dress pretty. I like that and I'm not going to be ashamed of it. I've lived too much of my life being ashamed of all this stuff, feeling like I've got to justify it. Whatever I've done will be judged someday and I think there's enough good stuff in there, when they strip away my surface image."

Of all the Beatles, Paul McCartney emerged the least scathed by the hurricane force of Beatlemania. Remaining the most musically active, he maintained not only a successful career, but home, family, health and sanity, as well. After the public whirlwind of the '60s, it's little wonder that McCartney has pursued a policy of privacy in the '70s and '80s, positing himself as an ordinary man anchored in, and inspired by, the normalcy of family.

His marriage to Linda Eastman had, ironically, many of the same undercurrents as Lennon's to Yoko Ono. Both women have been misunderstood and under-estimated by the general public. "Linda doesn't mind about being undervalued," says McCartney. "She doesn't have Yoko's ambition, so it's easier for her to cope with. She is misunderstood, for sure, and you could say it's our fault. We don't go on chat shows, justifying ourselves. I'm just marrying her, I'm not trying to sell her. She's a really incredible mother who deeply loves her children and they couldn't wish for anything more than that. Time will judge her. That's what Linda and I both need."

"Yesterday" may be the essential shadow hanging over Paul McCartney, but unlike Lennon, he has no burning desire to dismantle the Beatles legend, merely to outlast it. Wings, a band that actually lasted longer than the Beatles, also became one of the biggest bands in the world, but it was not transcendent. Its success would be envied by any band -- in fact, there's a generation of Wings fans that never put much import in the fact that Paul McCartney had once been in another band. But its output was always devalued, partly because it wasn't really as good as the Beatles, and partly because it wasn't the Beatles.

The irony was that McCartney, like John Lennon, had to walk away from the incredible legacy of music, finding that the only way to get back homeward was through family. Break it down, and their paths were remarkably similar. In the end, they were both singing silly love songs and reveling in the cocoon of family: as always, though, Lennon had been more extreme in his journey.

"Talk to me about it," McCartney protests. "Listen, I know John for what he was. John was a romantic, more romantic than anyone, but he had all these personal problems and he learned to create a shell. That comes of insecurity. My kind of thing comes out of being lucky in my upbringing. I was contented, I had real ace parents. I was lucky."

For almost five years after the Beatles broke up in 1969, Paul McCartney couldn't bring himself to sing any of the songs he'd written, songs that had imprinted themselves on a generation's consciousness.

"It was a bit like a divorce, where nobody really wanted to see those chairs for a while, that house, those circumstances," he explains. "We all realized what a major, difficult thing it would be to actually turn our back on something like the Beatles, to get over losing one of the best jobs in the world, really. That's how I felt. And it was painful at the time to connect with anything to do with the Beatles, particularly those first couple of years. In interviews, we refused to answer Beatles questions: 'Please don't ask about the divorce.' We wanted to ignore the whole painful thing.

"After a few years had gone by, it still was pretty painful, but my tour people would say 'Won't you please just do "Yesterday." Don't do any other one, just "Yesterday." ' In show business, it's my angle that you have to take notice of your audience, so I thought yeah, they don't feel the pain, they don't feel the divorce, they still like us, they still like it, so it gradually crept back in.

"At first the idea was terrifying but I warmed to it. Of course, I'm a bit of a ham anyway," he confesses. "And once I'd done it a couple of times, I realized how powerful it was for the audience, it was in fact what a lot of them had come to see. So I started to not feel as bad about it and once I started the healing process, I thought wait, that was incredibly stupid not to want to do these songs. Some of these songs are good! Some are my best songs. Why choose my lesser songs? There really shouldn't be anything in the way of my singing them except me. I was in the way."

It may seem strange that Paul McCartney rerecorded five classic Beatles songs for "Broad Street." That passes as either inspired nostalgia or insensitive sacrilege, depending on who's judging. For instance, Ringo Starr, who appears in the movie and performs on a number of cuts, refused to rerecord "For No One," "Here, There and Everywhere" "The Long and Winding Road," "Yesterday" and "Eleanor Rigby" (actually, he wasn't even on the last two the first time around). Several Wings songs were recast as well.

For McCartney, the reasoning was quite simple. Some songs were chosen for visual reasons, others to advance the plot. "Some because I wanted to sing them, and some because George Martin, the long-time Beatles producer who plays himself in the film wanted to hear me sing them." At first they tried to rework the old songs, but "we just couldn't get 'Yesterday' going as a reggae. We also tried lifting tempos, but it just wouldn't sit right. We just kept coming back to the same tempo, the same key," with some minor changes in the arrangements and instrumentation (brass subbing for strings on "Yesterday").

There was another reason, McCartney insists. " 'For No One' I'd never done anywhere. I'd written the song, taken it to the studio one day, recorded it -- end of story. It was just a record, a museum piece. And I hated the idea of them staying as museum pieces. I hadn't ever done 'Eleanor Rigby' in any visual medium whatsoever, only in audio, so it was time to do something with me actually sitting there singing it. It doesn't appear anywhere else in my entire career and I thought it was a bit of waste to take all these legendary, sacrilege theories and start believing them myself. They say that's the biggest mistake. I've always been warned off that.

"They're just songs really, this is now, I'm allowed to sing them, aren't I? Anyone got any mad objections, speak now or forever hold your peace." Ringo held his peace publicly, but let McCartney know his feelings. "We were going to do 'Hey Jude' in a studio sequence, and Ringo said 'Oh no, I don't want to do that.' I asked why and he said 'I've done it. I've done me drum thing on that.' He wasn't into trying to recreate it or bring it back. I think his basic theory was he didn't think he could do it better, or as well as he did then, and I don't think he wanted that to be evident. Also a little bit of the sacrilege -- it's been done, we did it with the Beatles, why try again. My question was, why not?

" 'Hey Jude' was a very special take when we did it" the first time, McCartney continues. "I started the song without drums, not realizing he was in the toilet. I thought he was in his drum booth, but he'd slipped out. He heard me starting 'Hey Jude, don't make me . . .' Ringo . . . sneaks back into the studio, he's creeping past me, I'm doing this take realizing the drummer is trying to make his way back to the booth . . . He got there just in time for his entrance, so it was kind of a magic take. I think he just didn't want to try recreating that magic again, he wasn't up for that."

Because of his extraordinary wealth, McCartney has been portrayed as hard-nosed, acquisitive, cold. "A lot of my reputation is because of my success," he protests. "People look at it and say wait a minute, he couldn't just be a songwriter, he's got to be something more. A couple of books have portrayed me as being the ambitious, ruthless, go-getter. Yes, I wanted to get out of Liverpool, I wanted to get famous, make money. We all did, nearly everyone I know does. All of those things are in me. In actual fact, the people who run my business are my father-in-law and my brother-in-law. They make all the sharp decisions, I have the sense to go along with them. That's my clever business decision. In the public eye, though, it's me.

"In many ways, I'm pretty dumb, though I don't want to spread that rumor, either. I'm kind of in the middle. I'm really not Mr. Brilliant, though it actually suits my ego to just let people believe what they believe. You'd think I was like John Paul Getty gone mad. The reality is you've got a Liverpool guy who's coping with being famous, but my own particular way of doing it you won't see. You won't see my doubt about buying these things, you won't see the amount of time I'm at the office each week, which is negligible. I'm there just to say hello, show my face."

And to help make policy decisions in a publishing, recording and real estate empire that has been estimated at anywhere from $250 to $500 million, figures that infuriate McCartney. "As each person writes a new article, they add to it: 'What's 50 million to him? He'll never notice.' " One book listed his yearly income as $20 million, from record royalties alone. "Ignorance! I've got to live with that. It's only huge records, like 'Thriller,' that have earned anything like that in recent times, and I haven't had a 'Thriller' recently."

Nor has he had a "Yesterday" recently. With the Beatles myth restraining him, McCartney could have been excused for doubting his skills and value. He'd been up so long, there was no way things could look anything but down to him.

"I couldn't ever really make that accommodation," McCartney says somberly. "I would have had to change my profession. But obviously I had to look at the thing and think, wait a minute, let's be realistic: what are my best songs? They're not of now. I think it's generally agreed that it's the Beatles songs, so I had to admit it would be very hard to top that. There, my bloody conscience making me be realistic again, won't let me live in a dream.

"In actual fact, I didn't want to give up. You're either going to give up, or you're going to keep trying. If you keep trying, what are you going to try to do, worse? No, I'll try and do better. So I do just keep trying. It doesn't seem too damning to me because at least the old songs are mine. I don't have to fight somebody else's reputation, I can claim them, okay, you like them better? They're mine too.

"It is not easy to top something like the Beatles, to top that feeling, to ever recreate anything like that. What I do is look to some of the things that have been successful. In England, I've got the biggest bloody record since the gramophone, beat all the Beatles: 'Mull of Kintyre' is the highest selling single record ever. I'm going to stand toe-to-toe on that one, I'm not just going to dismiss it . . .

"I still fight for anything that does well now. If not in terms of aesthetics, maybe in terms of sales, and that's not easy to do. I cling to all those things that give me some kind of reassurance to carry on. And secretly I even have the kind of cheek to think recently, I can do better even than those songs."

One area McCartney's glad to leave alone, however, is the whole Beatles legend. Having been at the center of it, he had no illusions about what it was all about.

"We knew the truth. We were just the most visible spokesmen for a generation. We were the ones in the papers and TV, our music made it more readily available: we'd do an interview and therefore they'd listen to our thoughts. But our opinions were the opinions of our entire generation. We'd sit with the '60s crowd, and they'd lay it down. We weren't gods or gurus, we knew the truth. We were just part of a generation. People would ask us about the Vietnam War and we'd just say what everybody here and in London thought. They all knew it was a bad war. Everyone our age agreed, it was never any major sort of thing. What kept us sane and rational was that we knew behind us was this backup, this weight of opinion. So we were able to spread the weight that way. It wasn't just us.

"As for being spokesmen for a generation, we just got on with it. When anybody asked us a question, we told you what we would have told out friends the night before. We were honest and it led to some problems, but not long-term problems. We didn't believe what was written about us, you couldn't."

In one of his new songs, "Ballroom Dancing," McCartney sings "summertime never seems to last." In fact, he's almost at the midway point between the time he wrote "When I'm 64" and actually being 64. He's not worried about getting older and losing his hair, but there are aspects of "Broad Street" that suggest he's easing into a graceful retirement.

"Maybe," McCartney shrugs. "That thought has certainly crossed my mind. A film can tour and get everywhere, and quicker. That was a motivating factor. As to whether I'm actually going to want to go on tour . . . well, I did enjoy the live playing. Whenever I get down to doing it, I do enjoy it.

"It's not easy when you've got four kids. It's a young man's game, a gay bachelor's game. At this stage, I've got to think a little bit more about it, it's not just me, it's my family. But I'm not sure if it's a graceful exit or whether in fact it will reawaken the performing urge."