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The first shot: in the middle of the vast Panavision-Technicolor screen, a closeup of two flowers, in soft focus. It looks like Red Desert revisited. There are distant buzzes on the sound track. The camera moves lowly over a greensward with figures on it, still misty and gentle. Then--wham!--we cut to a roadway, the buzzes turn into roars, and cars are whizzing at us. It's a racing picture!

Those opening ten seconds of Winning are a sketch of the changes in American culture in the past decade or so. The film proceeds to fill in the sketch, but this opening bit contains the essential ingredients: pop art feeding on high art in order to make the product "smart" for the new pop audience.

I'm not worrying about desecration. Who wants to protect art that can't take care of itself? (Remember those silly protests some years ago against the jazzing-up of Bach?) I merely note that a mission has been accomplished: the new, affluent, university-trained middle-class has sent its forces into the world of entertainment to wrest pop art from vulgarians and to lacquer it with chic. "We are bright now," says the new middle, "and those corny vroom-vroom pictures about auto racing will no longer do for people with eight-track stereo and museum memberships. Oh, we still want the racing pictures, but please. . .a la mode." The emissaries have done well. They have produced the "adult" Western and the "adult" gangster thriller. Winning is an "adult" kids' picture.

It's not the first, but it's a good example--one more fruit of the culture of art-sniffing TV drama and absurdly "sophisticated" photography in Look and Life and Esquire and the Essays in Time that soften up important subjects like an Eskimo wife chewing sealskin for her mate's boots. It's no surprise that James Goldstone, the young director of Winning, comes out of television, where he edited and directed. Not only do TV series (when they are made on film) give a man a good technical training, they school him in the essential skill of plucking, from the works of committed men, things that are adaptable and useful and smart for show biz. And Howard Rodman, who wrote Winning, is another TV alumnus: sharp, agile, frank with all the power of liberated triteness.

Not that Winning is a bore. Fast action pictures, if they obey some rough rules of reason, aren't boring. But in its aspirations to be more than an action picture, it is merely modish and intrinsically spurious. Basically it's the same old racetrack story, about the man who loves cars and a girl but who spends so much time with the former that he runs into trouble with the latter. The up-to-date d?cor includes the fact that he and she sleep together before they are married; that her wavering consists of actually going to bed with another driver; that the hero's mechanic, instead of being an older man like Walter Brennan, is a younger man with--how's this for nitty-gritty?--a hearing aid. And the wife's 16-year-old son berates his mother in Hamlet style for her sexual behavior. But under the frank frosting, the old recipe is there. After the hero wins the Indianapolis 500, his mechanic says, "We all made a lot of money yesterday," and he replies, “Jeez, there's got to be more to it than that." True, there's a small twist in that race: the hero doesn't beat his rival--the driver-seducer--in a close finish; the other driver burns out his motor (a character touch) and has to quit. Nevertheless Movieland insists that the seducer go through the Kabuki ritual punishment. After all the fuss is over and he has won the race, the hero socks the bad guy on the jaw.

What keeps the picture from tedium, besides its hard action, is Paul Newman's performance as the racer-hero. Newman simply seems incapable of making a false move or sound. Admittedly, he runs few risks in his roles; unlike the only rival he has in postwar U.S. films, Marlon Brando, Newman rarely hazards much in the roles he chooses. (As does Brando, who so admirably dared to fail in Reflections in a Golden Eye.) But whatever Newman does, he consummates. In that sententious Western Hombre, I really believed he was a white man raised by Indians; he sat like a stranger. In Winning the role is a piece of cake for him, no strain at all. The only moments approaching difficulty are not intense emotional peaks, of which there are few, but the moments of silence, of which there are several. For a small, fine demonstration of imagination quietly at work, look at the scene in which Newman enters the motel room and discovers his wife and friend in bed. He stops, then closes the door behind him and stands looking at them. Then he turns, opens the door, and leaves. There is a whole spectrum in the pause: of recollection and futility and hurt. Utterly true, utterly free of cliche symbol.

Joanne Woodward plays his wife and underplays it with nice timing. Her part is lumpily written. She ascribes her infidelity to a weakness of character that had not been apparent in her. Obviously the plot needed her infidelity and, ex post facto, they gave her the quirks.

Goldstone, the director, must be credited with two achievements. He and his editors really provide the sensations of speed, much more than John Frankenheimer in Grand Prix, which I walked out of. I daresay Howard Hawks got real speed into Red Line 7000 (1965), which I missed; that sort of masculine action is Hawks' forte, as I remember from his previous racing film The Crowd Roars (1932). But Goldstone, like Hertz, really put me in the driver's seat.

And out of his big bag of borrowed visual devices, out of Truffaut and Lelouch and others, Goldstone pulls one real accomplishment. Although much of the time, these devices are merely impasted modernity, he does use them validly to certify Newman's character. The hero needs a certain stillness, a potential for somewhat deeper thought than his fellows, if the film is going to hang together at all. In older days the producers might have given, say, John Garfield a few tinselly poetic utterances to prove that he had a soul. Goldstone uses optical materials--montage and dreamy reminiscence--to suggest thoughtfulness, and it works.

But from the picture's title, with its echo of Henry Green, on through the Antonioni and other derivations and the nervously pared dialogue. Winning is a good example of the new hybrid--pop art superficially upgraded. Nine years ago Dwight Macdonald wrote a celebrated essay in which he marked out three cultural areas. High Culture, Mass Culture (not folk art), and something he called Midcult. The latter brought High Culture down to bite-size available form. I think the areas are changing; the new culture beavers are bringing Mass Culture up to the middle. As the figurative social masses are being absorbed into the middle class, so Masscult is being absorbed into Midcult, and possibly there will soon be no Masscult left, in Macdonald's terms. I'm of course not talking about such phenomena as the Beatles and post-Beatles rock, which are making their own individual bona fides very clear. I mean such traditional Masscult forms as, for instance, the auto-racing picture. These are the forms that are being garlanded and "classed up" with the trappings of art. For the best artists, who I daresay are amused by the borrowings, there is presumably only one motto: Onward and Inward.

Stanley Kauffmann is a film critic for The New Republic.

By Stanley Kauffmann