THE COTTON CLUB" is a snazzy, sexy, Jazz Age "Cabaret," an explosive musical history of the notorious Harlem nightspot's heyday when prohibitions against booze and brotherhood gave birth to all kinds of blues.

Francis Ford Coppola magically recreates the era, its movies and its music, in this razzle-dazzle celebration, some fact and some fiction. It's a story with two stars, Sandman Williams and Dixie Dwyer, men whose careers and love affairs are dictated by the politics of racism and the reign of crime.

Blacks stopped the show at the Cotton Club before a whites-only crowd of socialites and underworld elite. The latter formed "families" and handed out favors along ethnic lines. Inside the club, owner Owney Madden kept the peace, while outside the rat-a-tat-tat of the machine gun echoed the studied staccato of tap shoes.

Gregory Hines, as the sincere, sinuous Sandman, has no choice but to tap dance his way to the top and hopefully into the heart of a fair-skinned showgirl, one of the Cotton Club's leggy dancers, a gawky ungainly beauty played by Lonette McKee.

Richard Gere is Dixie Dwyer, a man with a horn, a cliche in a film that honors them, savors them, in fact. Dixie is a cornet player who becomes a go-fer for mobster Dutch Schultz and, eventually, a screen idol in a film called "Mob Boss." Along the way, he falls for Dutch's mistress, a hardhearted flapper played by sure, sleek Diane Lane, a survivor of the flop "Streets of Fire."

Lane is a floozy with floy-floy in a production that is mostly just that -- a show of Clara Bow bobs, rolled stockings, and lots of sizzle in an adolescent, glittering America. The actors are uniformly fine, walking a thin line, without ever falling over the edge from cliche to caricature.

Mostly, "Cotton Club" is a musical, a kind of fairytale "Godfather" from the director who is remembered for his gangster chronicles, but who began his career with films like "Finian's Rainbow." Here, he's combined his styles, juxtaposing 50 great jazz numbers with the great gang wars of the black, Italian and Irish mobs.

It features nearly the whole Hines family -- brother Maurice, sister, daughter and ex-wife; Gere doing his own cornet solos; superlative characterizations by Gwen Verdon, Fred Gwynne, Bob Hoskins and James Remar; and screenwriting collaboration by Pulitzer Prize-winner William Kennedy, author of the Albany trilogy.

"Cotton Club" has it all. As the emcee shouts into his megaphone: "What a night. What a mob. What a show." THE COTTON CLUB -- At area theaters.