THE SUBJECT MATTER of What Just Happened? is maybe insignificant: a week in the life of a tanking movie producer. But something happened along the way. Robert De Niro, soulfully underplaying what could have been a broad showbiz farce, makes you care about the producer's unhappiness. We've had Hollywood satires, but has there been a movie about a player at this terminal stage before? Way past the point of taking visual pleasure in film, De Niro's Ben is just trying to stay afloat: he has no idea whether a movie is good or not anymore. Director Barry Levinson sketches out the two films that bookend Ben's week. Ben produced them, but that doesn't mean he has to think they're any good. We see the first one, Fiercely, at a sneak preview in Orange County. The bleak little signs with their film titles, sticking out above the doors to the multiplex, are seen from a gurney's-eye-view, as if glimpsed by a patient rolling to an operating room. The previewed film (a Sean Penn crime melodrama with an we-are-all-Jesus finale) seems atrocious enough. Penn catches a bullet atop a coal heap and barrel-rolls down to the bottom. His faithful pit bull watches as Penn croaks, "Forgive them, Father, they know not what they do." And then the director breaks a movie rule of such antiquity that the audience revolts. The dog gets it, too.The studio head (Catherine Keener) has the brittle patience of a kindergarten teacher at 2:55pm. If the director, Jeremy (Michael Wincott, a weeping tattooed wreck, in midtantrum), cuts out the dog getting its brains blown out, maybe they'll only lose $10 million. Convincing the director to take one for the team, Ben's other task is to ready a film rolling on Friday. The star, Bruce Willis (as Bruce Willis), has gained some pounds and put on a bushy beard and looks more or less like Jeff Bridges in Iron Man. He, too, is in midtantrum, roaring at anyone daring to make him shave or reduce. Levinson keeps De Niro in constant motion and Bluetooth conversation, and the surface of the movie intrigues: multiple montages in sharp-eyed views of L.A. freeways, a close-up of the mysterious machinery of a luxury car's headlight as it engages, and Ennio Morricone's "Man With a Harmonica" from Once Upon a Time in the West swirling around Ben on his errands. Ben never comes to rest to chat through things with his second ex (Robin Penn Wright) or with his 17-year-old daughter (Kristen Stewart), with whom he's becoming estranged. What Just Happened? is only a comedy because that's the only kind of movie you could call it. Watching an ambitious scriptwriter texting a message at a funeral can make you laugh, but it's not an intrinsically funny situation; if you saw it happen in Westwood, would you really be shocked? The male actors show a lot of their flesh, the 60ish De Niro looks fit, though with a small flap of belly; John Turturro paces in fancy European underwear as he moans like a moose in midpanic attack on the phone. They're made to look little and vulnerable. The action is fictionalized from Art Linson's true-life book (in real life, it was Alec Baldwin who turned up for a film looking like Grizzly Adams and who had to be asked to shave); the situations could, ultimately, be about any panicky men in any industry, and that's what makes it stick.

WHAT JUST HAPPENED? (R; 110 min.), directed by Barry Levinson, written by Art Linson, based on his book, photographed by Stéphane Fontaine and starring Robert De Niro and Bruce Willis, opens Oct. 17 at Los Gatos Cinema and Century 16 Mountain View.

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