For a guy who just made a documentary about the life of Sen. John Kerry, George Butler spends a surprising amount of time discussing "The Life of Samuel Johnson." This might seem odd: Butler's film doesn't even mention the celebrated 18th-century biography of the English writer. But it's relevant when you remember that "The Life" was written by one of Johnson's closest friends, James Boswell.

Knowing and admiring your subject isn't necessarily a liability, Butler will tell you. It can actually be an asset.

"I'm not Kerry's best friend, but I'm one of his best friends," he says in an recent interview. "And I don't think I would have been able to make such an interesting film about him if I didn't know him so well."

Butler was an eyewitness to the second half of the story told in "Going Upriver: The Long War of John Kerry," which opened yesterday in Washington. The movie starts by recounting Kerry's four-month tour on a Swift boat in Vietnam, then traces his decision to speak out against the fighting and his subsequent involvement with a group called Vietnam Veterans Against the War. In 1971, the organization gathers in Detroit for a series of anguished first-person testimonials, and a few months later, there is a tense but successful march in Washington, where Kerry and hundreds of other disillusioned vets demand that Congress bring home the troops.

Kerry impresses enough key politicians to win an invitation to speak before the Senate Foreign Relations Committee. His performance April 21 earns the VVAW a national audience and transforms him into a political celebrity. For most of the D.C. action in "Upriver," Butler is standing just a few feet from Kerry.

These were all dramatic but dimly remembered events until August, when a group of Swift boat veterans began running TV ads that accused Kerry of exaggerating his war valor and slandering the military with his claim as a 27-year-old that U.S. atrocities in Vietnam were commonplace. For several weeks the campaign for the presidency was about little else. Kerry's service record was reexamined and the allegations of the Swift Boat Veterans for Truth, as the anti-Kerry force called itself, were given a vigorous frisking.

The charges -- among them, that the Massachusetts senator had unfairly finagled some of his medals -- have mostly wilted under the attention. But the candidate's time in Vietnam was suddenly controversial, instead of the vote-winning asset it seemed like a few months ago.

Butler, now 60, dismisses the kerfuffle with a single, unprintable word. (It translates, roughly, as "nonsense.") "Upriver" is not intended as a rebuttal to Kerry's antagonists, none of whom is among the handful of present-day interviews in the film. He considers them liars, for one thing, and he says there wasn't room for their viewpoint in the tight narrative arc of this 90-minute movie.

The absence of naysayers, and Butler's friendship with Kerry, will no doubt lead Republicans to dismiss "Going Upriver" as sophisticated agitprop disguised as an evenhanded account of the facts. But if this is a campaign movie, it's a pretty unconventional one: It never mentions Kerry's campaign for the presidency, nor is there any recent video or audio of Kerry. There's little critical here, but Butler, in the interview, mentions details that a dedicated lionizer would have left out (that some members of the VVAW thought Kerry was a spotlight-hogging stiff, for instance). Most of the movie is just unblinking archival film and photographs of the fighting in Vietnam and of Kerry's brief, impassioned career in the antiwar movement.

Butler, not surprisingly, believes his friend would make an excellent president, and when he talked about Kerry last week, as part of a pre-release publicity push, he occasionally veered from enthusiasm into something like hero worship. ("In the last 30 days of this campaign, he's going to transform himself into Superman, mark my words.") The two haven't talked much in recent months and Butler says there are campaign laws that make it awkward for him to discuss the movie with the candidate. Kerry called on Memorial Day, according to Butler, and when asked if he knew anything about "Upriver" he replied, "Next to nothing, George."

"I've learned that the smartest thing I can do is not take up John's time," Butler says. "I leave phone messages on his private lines that I know he'll pick up in two weeks and either immediately erase them because he doesn't have time to listen, or to listen and kind of get a message from them."

Butler is under no illusions about the reach that a film like this can have, and he knows that most ticket buyers will already be squarely in Kerry's corner. "Upriver," he says, isn't intended to swing this election, if such a thing were possible.

"Very few films have changed people's minds, and if you set out to make a film that will change people's minds, you'll never do it. All you can do is make something that is credible and good. Mainly, the movie shows the John Kerry that I know."

Common Ground

Butler wears the verge-of-a-punchline expression of a tireless raconteur and speaks in a low monotone that seems unexotic, given his upbringing. He was born in England, spent much of his life in Africa, where his father held a military posting, and went to prep school in Jamaica. He attended the University of North Carolina but a friend named Tim Vallely remembers that he still sounded like a foreign-born patrician well after he'd graduated.

"We were working on Kerry's 1972 campaign for Congress, and George was in the basement of this house, wearing this great blazer and making phone calls to the press, inviting them to a press conference," recalls Vallely, now the director of the Vietnam program at Harvard's Kennedy School and a talking head in "Upriver." "And I hear this guy saying, 'Hello, this is George Butler, calling on behalf of the Kerry campaign in the 5th District.' It sounds South African or something. I knew Massachusetts politics. The first thing I did was go upstairs and tell John, 'We have got to get this guy off the phone.' "

Butler met Kerry at a party thrown by a mutual friend in 1966. They seemed, at least then, to be leading parallel lives. Kerry's father had a less-than dazzling military career -- he later worked for the State Department -- and his mother hailed from a highborn Boston family. The same, minus the State Department, was true of Butler. Both men circulated with the privileged class of the day, but money was tight in both households and both men attended a private university their parents could barely afford.

When they were introduced, they chuckled over another eerie similarity: They had lined up identical jobs that summer, as door-to-door book salesmen.

"It was comic because neither of us had any idea how impossibly difficult it was, selling dictionaries and encyclopedias door-to-door," Butler says. "There are people who'll tell you that selling anything door-to-door is the toughest job in the world, and they're not far wrong."

Their lives diverged dramatically soon after. While Kerry went to Vietnam, Butler secured a series of deferments, including one to earn a master's degree in creative writing. Intent on public service, he joined Vista, a group that sends volunteers around the United States on good-works missions. (It's now called AmeriCorps*VISTA.) Butler figured he'd be folding blankets for Native Americans in Arizona. Instead, he was sent to downtown Detroit right after the riots of 1967. He slept with a shotgun and a revolver.

"My Vista supervisor got mugged every time he came to visit me, so he said he wouldn't come back," Butler says.

Most of Butler's time was spent editing and publishing a local newspaper that he'd started. He took a lot of photographs of Detroit, too, but when he tried to package the images as a book, he found no takers. His publishing luck improved when he began photographing Kerry, by then a decorated vet with growing doubts about the war. Butler accompanied the future senator on a 1971 trip to Detroit, where the VVAW held the "Winter Soldier Investigation," a public town-hall-style meeting in which veterans spoke out about the horrors they'd seen and war crimes they'd committed in Vietnam. Photos of that three-day event, plus the shots that Butler took of the VVAW's subsequent march in the District, were published in "The New Soldier," a book for which Kerry wrote the introduction. Some of those images are seen in "Upriver."

Photographing Kerry's journey into dissent turned out to be a wise move. The truth is that Butler had an instant hunch about the guy from the day they'd met.

"I really thought he'd be president one day," he says. "There was an aura about him and I thought it was authentic."

It was a level of charisma that he encountered on just one other occasion, in 1972, when he met a then-unknown bodybuilder named Arnold Schwarzenegger. Again, Butler began taking photos, and his career as a documentarian began when he persuaded Schwarzenegger and a handful of his rivals to participate in a film about a sport that at the time was widely derided. "Pumping Iron," as the movie was titled upon its release in 1977, launched Schwarzenegger's cinematic career.

"He's totally exotic, very smart, fun to be around," Butler says of the current governor of California. "When Arnold turns his attention on you, he's absolutely irresistible, and I've seen him do it a thousand times."

After "Pumping Iron," Butler made a handful of other documentaries, including a sequel called "Pumping Iron II," about women bodybuilders, and "The Endurance," about the ill-starred expedition to Antarctica by Ernest Shackleton. There have been other photo books, magazine photo assignments and exhibits and a couple of Hollywood feature scripts that were optioned but not turned into films. He has two grown children and lives with author Caroline Alexander on a family farm in New Hampshire.

"I was lucky enough to inherit the main part of the farm," he says, "and I've spent the rest of my life trying to make enough money to pay the property taxes on it."

A Hard-Charging Finish

Initially, when Butler decided to make a movie about Kerry a couple years ago, he had something like "The War Room" in mind, the film of Bill Clinton's 1992 underdog race for the presidency. But Butler was unable to get any more access to the inner workings of the Kerry campaign than had the half-dozen network film crews that were hovering.

So last year, he abandoned that idea and narrowed his focus to the Vietnam and post-Vietnam chapters of Kerry's life. He began asking a group largely composed of wealthy Democrats to fund the movie, which ultimately would cost $1.3 million. (Neither Kerry nor his campaign contributed a dollar.) The problem in late 2003 was that nobody would back a film about a candidate who was foundering. "Of course, then John won Iowa and New Hampshire, but people still weren't ready to write checks," Butler says. "I couldn't raise money until March, and I couldn't find an editor until the end of May."

Much of the filming and all of the editing of "Upriver" came together in the span of a few months, with upward of five editors, some working 18-hour days.

"It was absurdly quick," says Tim Squyres, who was nominated for an Academy Award for editing "Crouching Tiger, Hidden Dragon." "We should have started at least two months earlier. A lot of the structure of a movie like this is determined by the material, and a lot of the material showed up late."

If it does nothing else, "Upriver" will lay bare the calumny that Kerry never truly put himself in harm's way. The Swift boat mission was about as close to suicide duty as the modern U.S. military has ever devised. The job was simply to draw and return fire from Viet Cong hiding in the dense greenery that lined the Mekong Delta, a perfect perch for snipers. As one of the veterans notes in the film, the casualty rate of those killed or wounded ran to 75 percent, in part because the vessels were lined not with armor, but easily pierced aluminum, and their motors were loud enough to be heard two miles away. Footage of the fighting, some of it shot by Kerry, is terrifying.

"What spurred me in a major way," says Butler, "is that last year Kerry released about three hours of Super 8 footage he took in Vietnam. And the fighting in Kerry's film was so much more vicious than anything I'd imagined. I couldn't believe my eyes."

There are accounts by Kerry's former crew mates of assorted skirmishes and plenty of praise for his courage in the face of enemy fire. There is also a reconstruction of the chilling day that Kerry leapt off his boat to chase down and kill a Vietnamese soldier wielding a grenade launcher.

Some of this will be familiar to anyone who saw the Democratic convention in August, which turned Kerry's war record into a centerpiece. What feels fresher is the future candidate's decision to agitate against the war when he returned home. Kerry was fluent in the language of the Establishment and clean-cut by the standards of the protest movement, and he was able to describe the battle for Vietnam as a dehumanizing fiasco with an authority and eloquence that nobody had seen before.

When Kerry's speech before the Senate is allotted four minutes on the evening news, even President Nixon takes notice. In the movie, the president is heard on some of the Watergate tapes plotting to undermine Kerry, and one of Nixon's hatchet men, Chuck Colson, recruits a Vietnam vet to debate Kerry on "The Dick Cavett Show" and elsewhere. They settle on John E. O'Neill, the guy who is currently the most vocal and irate of the Swift Boat Veterans for Truth and author of the recent anti-Kerry bestseller "Unfit for Command."

Butler knows that merely bringing up Kerry's Vietnam days and his position against the war could again raise questions his friend has already answered and surely doesn't want to answer again. And for Democrats, this could also be an inopportune moment for a movie about a war hero who, for perfectly decent reasons, turns against a war. Peace rallies aren't exactly in vogue and the film could make Kerry look out of step with that part of the electorate that wants U.S. troops in Iraq for as long as the job takes.

Butler isn't worried. He thinks Kerry's courage and fortitude as a young man say something flattering about the candidate today, no matter how you feel about the current fighting in Iraq.

"Character is action, after all," he says, "and if you watch this film you see John Kerry's character in action."

"Very few films have changed people's minds. . . . Mainly, the movie shows the John Kerry that I know," says documentary filmmaker George Butler."Going Upriver: The Long War of John Kerry" captures the young soldier and activist's courage and fortitude, the filmmaker says."In the last 30 days of this campaign, he's going to transform himself into Superman," says George Butler of his friend's presidential campaign.