obert Altman doesn't go much to the movies. By his own admission, he prefers making them to seeing them. But a couple of weeks ago he and his wife, Kathryn, decided to do a little catching up and see the hit Disney film "Pretty Woman." Almost before the director had settled in, though, he was up again and heading for the exit. Mad as hell.

"It's a terrible movie," growls the 65-year-old filmmaker, whose latest film, "Vincent & Theo," opened this week. "I know that it's supposed to be some kind of fairy tale, but I was so offended by it that I walked out. My wife stayed, but I said, I'm just not going to let them do this to me."

Stay with me on this for a minute. There's another explanation. Why did Robert Altman walk out of "Pretty Woman"? Because "Pretty Woman" is the enemy. Because the story of Robert Altman's career as a filmmaker is Robert Altman vs. "Pretty Woman." And "Pretty Woman" is winning.

To understand the changes that have taken place in the American cinema over the past 20 years, you need only to look at the career of Robert Altman. As much as anyone, Altman represents the decade of the '70s in American movies, a time of exploration and personal questing when relevance and innovation were prized and movies spoke with a voice of rambunctious social insight to an audience that seemed eager to listen.

"Pretty Woman" represents the sleepy, escapist, upwardly mobile '80s and '90s. It exemplifies a time when film costs routinely soar over $40 million; when movies are packaged by agents and tooled by marketing executives for an easy sell to an audience that, they assume, is numbed by television and interested only in seeing what it's seen before; when making money isn't the prime motive, it's the only motive.

You see the problem.

By critical consensus, Robert Altman is one of the greatest directors in movie history, an American master. He has been making feature films since 1957 when, after a long apprenticeship in television, he directed "The Delinquents" and, with George W. George, "The James Dean Story." Since then he has shaped a body of work that is among the most challenging and original this country has produced. In 1970 he made "M.A.S.H," which along with Arthur Penn's "Bonnie and Clyde," John Boorman's "Point Blank," Sam Peckinpah's "The Wild Bunch" and a handful of others opened a revolutionary new chapter in American movies.

Beginning with "M.A.S.H," Altman forged in the early '70s a complex, multilayered, democratic style of moviemaking that, in films like "McCabe and Mrs. Miller," "Thieves Like Us," "The Long Goodbye," "California Split" and "Nashville" reshaped the conventions of their medium and proposed a personal, sometimes radically apocalyptic vision of modern American life.

But as the '90s commence, Altman is the movies' forgotten master. He's on nobody's "A" list of bankable directors. Or "B" list. Or "C" list. Only twice in the last decade has Altman made a movie for one of the major studios. In 1980 he directed "Popeye," an eccentrically entertaining comic strip movie starring Robin Williams, for Paramount, and in 1983 the wildly offbeat though perplexing "O.C. and Stiggs" for a faltering MGM. After a disastrous preview, "O.C. and Stiggs" was shelved as unreleasable (it was eventually given a token release to pave the way for its entrance into the home video market). But after "M.A.S.H," "Popeye" was Altman's greatest box office success, with nearly $60 million in revenues worldwide. Still, because the studio was banking on a blockbuster, it helped finish Altman in Hollywood.

Altman admits the current climate in Hollywood is anything but compatible with his way of working. "I scare the pants off of them out there," he states bluntly. "There's a big resistance to me. They say, 'Oh, he's going to double-cross us somewhere.' When I explain what I want to do, they can't see it, because I'm trying to deliver something that they haven't seen before. And they don't realize that that's the very reason they should buy it."

But nobody is buying. Since 1980 Altman has had to struggle to mount his projects. Though he's stayed busy, completing at least one film a year, most often they have been small pictures, chamber pieces or short works for television, produced on a modest scale, primarily with foreign capital. "There's not one penny of American money in 'Vincent & Theo,' " Altman proclaims. "This was made all in Europe."

While penetrating work has blossomed from his struggles -- most notably "Secret Honor," his 1983 film of Donald Freed and Arnold M. Stone's one-man fantasy play about a night in the life of former president Richard Nixon -- it's fair to say that a great painter of oils, unable to afford paints, has been forced to work in charcoal.

In 1985, Altman became so frustrated that he moved his operations to Paris. The reason, he says, is basic. "I fiddle on the corner where they throw the coins," he says matter-of-factly. Though he's ended his self-imposed exile and currently divides his time between New York and Los Angeles, he says, "if I can't find anything to do here, which seems to be the case, it's kind of silly for me to stay here. I was very comfortable there. People don't come up to me with a sad face and say, 'Oh jeez, it's too bad your career stopped.' There, all your work is all contemporary. It's not just what have you done lately. They allow me my eccentricities there, and I get a lot more respect."

The question that begs to be asked is, what happened? There is a widely held assumption that somewhere along the line, Altman lost it -- that for whatever reason his best years are behind him. Quite understandably, Altman doesn't see it that way. How can he explain what's gone wrong when, to his way of thinking, he's kept working, kept moving forward?

Altman addresses these questions with a combination of stubbornness and pride. He's an old campaigner and he'd never admit that he's unhappy about the way things turned out, because he'd never let the bastards know they'd gotten to him. Big-shouldered, with a sloping belly, longish gray hair and a salt-and-pepper goatee, Altman is bearlike and imposing; he'd make a great Civil War general -- Ulysses S. Grant maybe. But surprisingly, his voice is almost liltingly soft, and one hears in it still the Missouri twang that lingers from his childhood years in Kansas City. Sitting behind the big glass-topped desk in his New York office, bathed in orange light of the huge neon logo from the stage production of "Come Back to the Five and Dime, Jimmy Dean, Jimmy Dean," he is a loquacious though somewhat rambling conversationalist, eager to expound upon his ideas about movies and especially to correct the misconceptions that have grown up around his career. The principal one, he says, is that Robert Altman is dead.

"I think my best work -- the most gratifying work and the most creative work I've done -- has been in the '80s, not in the '70s," he says with just a trace of contrariness. "I've done opera, I've done theater, I've done television, video, films, small films, 'foreign' films." Currently, he says, he's working on a new opera called "McTeague," based on the Frank Norris novel, with the Chicago Lyric Opera Company. It will have a score by William Balkin and a libretto by Altman and Arnold Einstein. But, he says, this isn't the sort of thing that the students at USC want to hear about. "They all want to become filmmakers or want to become rich. Doing the kind of work I've been doing is perceived as sort of failing rather than succeeding. I find that very strange."

"Vincent & Theo" begins with the famous auction at Christie's in London where one of Vincent van Gogh's famous sunflower paintings sold for $40 million, and the irony of so much money exchanging hands over a painting by an artist who never made a cent from his work during his lifetime is, for Altman, a cruel one. Given the themes of commerce and art in "Vincent & Theo," it's tempting to view the overlap between van Gogh's circumstances, particularly his struggles over money, and the director's own as evidence of Altman's personal identification with his subject. But here again the director refuses to cast himself in a tragic light.

"I don't identify with him at all," Altman says. "I don't think my life has been anything like his. Au contraire, I look at it and think what a great shake I've had. I mean, I am famous, I have lots of people who truly like the work. I mean, people have gotten tears in their eyes and really admire it, and that's all you could ask for -- that somebody responds. Van Gogh never had that. Not one single person ever sat down and said, 'Oh, I like your painting.' Not one, not even his brother."

Still, the parallels between the business of art and the business of film, and the disproportionate role of money in both worlds, are inescapable. And having denied that he identifies with the painter, he proceeds to emphasize precisely the one true parallel between their careers. "It is about money," Altman says. "And more than that, it's about not understanding what the true value of the art is." In the art world the tendency, he says, is to equate quality with money. And he sees the same attitudes in place in Hollywood. "Most of the information you read about films today belongs on the financial page, not on the arts page," Altman claims. "These people at 'Entertainment Tonight' do the greatest disservice to the art of what we're doing because all they talk about is the top five moneymakers. It's self-perpetuating."

Altman believes that an audience for more daring and original films is still there, but that the movie companies are talking down to it. "Actually the audience is infinitely smarter and more accepting than the companies give them credit for. Basically, what you want to see when you go to the circus is something you haven't seen before. You go to the sideshows. I think probably the worst thing that's happened is this method of preview marketing, where they take a film, they show it and then they sit and have an in-depth discussion with the people about what they think about it. I think it can't do anything but give wrong signals. It's not that they're going to lie to you. They don't have the information to answer you because the one thing they truly want to see is something they've never seen before."

The reason the studios are so timid, he suggests, "is that the executives can't envision what I'm going to do, or what any artist can do, so consequently, they think in terms of another 'Fatal Attraction' or another 'Pretty Woman' or 'Godfather IV' or whatever."

In the face of this, Altman turns philosophical. "Kurosawa can't get financing in Japan. Or Fellini in Italy. Bergman quit entirely, all because of money. It's just a very, very strange kind of phenomenon that just seems to happen to everybody. Suddenly you reach a point where people say, 'Oh, this isn't going to be commercial,' and they're afraid of it."

The interview has moved to a long table across from his desk, where Altman is now smearing mustard on a pastrami sandwich. Between bites, he hollers out to his assistant in the adjoining room. "Salt!" Then, after the salt is delivered, "Soda!" Across the street, he says, are the New York offices of Disney. "I can look out on the terrace there and watch {Disney Chairman} Michael Eisner eat his lunch." When it's suggested that he could just play along and, like many other prominent filmmakers, direct the successful commercial picture that would make him bankable -- just go ahead and do "Pretty Woman" -- his respose is unequivocal. "It would be impossible because I would screw it up."

He's probably right. A natural subversive, Altman has never had a great talent for playing along. A man with big appetites and a fierce sense of independence, he has a reputation for running his movie shoots like marathon crap games, for hard boozing and temper tantrums, for tossing the script aside and winging it, for ignoring calls from the front office and not following orders.

There's a lot of hipster in Altman, a lot of the black sheep. His methods haven't changed since his early days in television. Even when he was directing episodes of "Bonanza" in the early '60s, he was trying to subvert the form and add his own personal touches.

"I did introduce comedy to 'Bonanza,' " Altman remembers. "I mean raucous, flat-out comedy. There was one scene where Ben Cartwright had to go get his Little Joe out of jail, and I had Lorne Greene go into the sheriff's office and demand that his son be released. He said, 'You're not going to keep my son overnight in jail,' then, pounding on the table, breaks his hand. Well, this is something that happened to me and my father when I was 16. My father broke his hand telling a cop that he wasn't going to keep me in jail. And he wouldn't show that he'd hurt himself, but from my cell, I could see his face go bright red and then white. And I just had Ben do the same thing. Nobody ever said anything about it, and the producer never saw it -- maybe the audience never really saw it. But they felt it. It worked."

This kind of toss-away detail is what Altman prizes most. He has a great talent for opening up the screen to subtleties on the periphery, to little snatches of half-heard dialogue and improvised bits of business that capture the texture of real life. "While we were shooting 'M.A.S.H,' I said, 'Let's load up the frame with things happening, things that maybe people don't get, and not worry about underlining them. And maybe they'll get 'em.' And that's a big part of what I do. I want to throw things away.

"For example, I work the soundtrack so that you can't hear everything. I don't want the audience to hear everything. I don't want them to understand all the words. The minute you miss the first phrase in the film, I know from that point on that you're going to pay more attention. I don't go out and say, let's record this badly. But I know the process and I know the tools and I know the system. My problem comes in knowing where to draw the line, in knowing when an audience becomes irritated and walks out. And that happens. Now am I going to change what I do because those people walked out? No. But if everybody gets up and walks out? Yes. So it's always a matter of keeping the balance. I try to push the audience because I know they can see more and more. I know they can get it all and I'm just trying to push it to the edge, because then they are an intricate part of the piece of art. They are working with it, seeing things that even I didn't see."

Some of his films keep that balance better than others, but Altman refuses to choose between his creations. "I don't have any films that I'm unhappy with," he says, with appropriate immodesty. "People always ask me what's the favorite, which film would you do over, all that. And I'm not saying that they're all successful, but it's almost as if they were my children, and we tend to defend and love our least successful children the most. They are what they are because of their flaws and their mistakes. If you took all those things out, or if you fixed all those things that are wrong, I think the work would be diminished."

Their commercial performance, however, is an entirely different matter. "I fully believe that almost any of the films that I've made, had they been marketed in a different way, sold, set up, presented in a different way and in a different time period, would have had vastly different receptions. I think 'M*A*S*H' could have been an absolute failure, a flop, and I think that 'Quintet' and some of the other films that nobody really saw could have been received properly."

It's been suggested that if Altman is persona non grata in Hollywood it's his own doing, the result of too much reckless behavior, too much scorched earth and bad blood. On more than one occasion his collaborators have walked away from his films puzzled by the experience. During the shooting of "M*A*S*H," Donald Sutherland and Elliott Gould went to the studio and demanded that the director be fired. "They said, 'This guy's spending too much time on all these nobodies in the background. He's ruining our careers.' I hadn't the slightest inkling of it. I thought, boy, we were all just working great together. Had I known it, I think it would have broken my heart. I probably would have burst into tears and run off with my tail between my legs."

Some of Altman's most famous battles have been fought with the writers whose scripts became vehicles for his films and who reportedly have felt that their work has been jettisoned for something of Altman's own. Altman himself isn't a natural writer. "I can't write alone," the director explains. "I mean, I have on occasion, but I've never been comfortable with it. I've had these little sessions with myself where I've said, 'Oh screw 'em, I'll just take six months and I'll go and I'll sit there and I'll write every word.' And I like the way I write. But it's just too painful ... and I always feel there's something missing. I'm dry. I don't have enough ideas. And I can take other people's ideas and incorporate them with mine and make 'em explode like popcorn. But I can't do it by myself."

Still, Altman has accumulated several screenwriting credits and, according to some reports, most particularly Patrick McGilligan's biography of the filmmaker, isn't shy about claiming authorship for films that he had no hand in writing. "I really despise that book," the director says, gritting his teeth. "I mean I hate it. I hate its existence."

With this said, he offers an explanation for the disgruntlement some of his collaborators may have felt. "There are always people who are disappointed. Writers, for example, often think that they envisioned the total thing. But a film writer is not a writer. The person who writes a screenplay is not writing a movie, he's making a blueprint for the movie."

The point here is that movies are a collaborative art and perhaps never more so than with Altman, who has built his style around happy accidents and last-minute, on-the-set inspirations. In this regard he says he'll steal ideas from anyone -- a driver, grip, even a producer. And one of the earmarks of his style is his receptiveness to the contributions of the actors. "I am probably less of a control freak, and more open to ideas and suggestions,than anybody you put on the same page with me," he says.

Which only emphasizes the sadness of the director's present state. A painter can make his art alone; as long as he can afford paints and canvas, he can practice his craft. But the tools of moviemaking are expensive, and the filmmaker works at the behest of whoever buys them for him. In this regard, Altman says that he envies the painter's ability to just go out and paint.

"You can't expect someone to say, 'Oh, there's a nice artist. Let's give him $10 million and let him do whatever he wants to do.' People don't work that way, and they'd be crazy if they did. So this is my constant dilemma. I haven't got a job, I haven't had any job offers, and I can't find anyone to back the projects I want to make. So I'm sitting here today waiting for the phone to ring and trying to think how to get these things accomplished."

A few minutes later the phone actually does ring and Altman excuses himself to take the call. He's been waiting to hear from New Line Pictures whether it plans to finance his next project, "Short Cuts," which is based on a collection of short stories by Raymond Carver. "I've got a tremendous cast for it, everybody likes the script, and I can make it very cheaply." He's said he thinks the chances of getting it made are good. "But who knows?"

When he comes back to his desk, though, he slumps in his chair and runs his fingers through his hair. They turned him down. "Now how do you explain that?" he asks, trying to make sense of it. "We originally budgeted the film at $12 million, but they said they were real excited about it but that it was too expensive. Then I told them that I could do it for $8 million, which interested them, but they've come back now saying that $8 million wouldn't give them the quality of picture they wanted. I said to them, 'Do you hear what you're telling me? You're saying that this is a picture you're all excited about, that's too expensive at $12 million and not expensive enough at $8 million and now it's not going to get made. Do you hear how crazy that sounds?' She said, 'Yes, it does sound crazy. But some of the members of our committee really want to make the picture and some of them don't.' And I said, 'Did it ever occur to you that maybe you have too many people on your committee?' "

For a few seconds he sits there, looking as if he'd been kicked in the gut. Finally, he says, "I feel sick to my stomach."

In a few minutes, though, he's back to normal, talking to Matthew Modine on the phone about a play the actor has asked him to look at and making plans to get together for a reading. After a while you get used to this kind of thing, he says. "In the long run what difference does it make anyway?"

He reflects for a minute. "I think it's always going to be the same. The enemies that I perceive as my enemies, the people I perceive as trying to stop me, or not letting me do what I want to do, aren't really enemies at all. If I were free to do everything I wanted to do, if I didn't even have to talk to anyone, if I could just say, 'Call the bank and tell them I want $12 million ... make it $16 million to do this picture. And I'm going to start tomorrow.' Well, that would be ugly and horrendous because there's no opposition. There's no struggle. I mean, I have to have these obstacles to fight against or else it's not worth doing."