“I like a man who watches things go on around. It means he’ll make his mark someday,” Alan Ladd tells a little boy in Shane. You could say the same about the hero of James Mangold’s Cop Land: Freddy Heflin, the Sheriff of Garrison, NJ, a man who couldn’t fulfill his dream of becoming NYPD because he went deaf in one ear saving a young girl’s life. He watches the Hudson River, the George Washington Bridge and the Manhattan skyline above it, and the city sparkles out of his reach. When he looks at his own town, he doesn’t like what he sees anymore. In confronting the corruption in Garrison, he must quiet the din of voices that call to him: loyalty and brotherhood, law and order, self-preservation, and maybe the quietest voice — his conscience entreating him to do the right thing.

James Mangold modeled Freddy Heflin after Van Heflin’s roles in 3:10 to Yuma and Shane, honorable men sidelined by these films’ more charismatic, masculine stars. Wanting to try something different from his usual actioners, Sylvester Stallone expressed interest in Mangold’s novelistic screenplay. Mangold wasn’t sure that mythic, macho Stallone was the right fit for gentle Freddy, so Stallone met with Mangold in New York to assuage his fears, the closest thing he’d probably had to an audition in years. Stallone accepted all his terms, even agreeing to work for scale — $50,000 instead of his usual $20M.

Sylvester Stallone committed to the role completely. He stayed in character off-set. He spent time with the hearing impaired and worked with specialists to learn how his partially-deaf character would react. He kept a bone-carved turtle in his pocket after Mangold explained his vision of Heflin as a turtle moving across a road that somehow manages not to get hit by speeding cars. Many regard this as Stallone’s best performance, but there are no weak links in Cop Land’s cast, from heavyweights De Niro, Keitel, and Liotta to Annabella Sciorra, Robert John Burke, actor-turned-director Peter Berg, cop-turned-actor Arthur J. Nascarella, Janeane Garofalo, Raging Bull alums Cathy Moriarty and Frank Vincent. Even Method Man and Debbie Harry make appearances. Robert Patrick did three weeks of NYPD ride-alongs and grew a beautiful mustache to prepare for his role as Jack Rucker, Ray Donlan’s (Keitel) right-hand man.

Everyone who wrote about or discussed or contemplated Cop Land seemed to obsess over Stallone’s weight gain for the role. But Stallone didn’t get fat as much as he just got average — he no longer looked like a statue in a museum you might get tasered for touching. He looked more like a regular guy who needs a hug. Peter Travers of Rolling Stone described Freddy as “a sweet slug.” Stallone said he looked in the mirror and saw “a toadstool” and “a heavy bag with eyeballs.” But Stallone’s real transformation in Cop Land is emotional, a metamorphosis below the surface that’s reflected in his bearing. He softened his voice, slowed his walk, gentled his manner.

It’s a miracle that Freddy’s vulnerability survives his town’s testosterone and toughness. The police are the homesteaders of Garrison, population 1280 (a nod to Jim Thompson’s Pop. 1280 about a sheriff who’s a little different than he first appears). These cops found a loophole in the rule that NYPD can’t live outside New York and “made themselves a place where the shit couldn’t touch ‘em,” a place inspired by Mangold’s Hudson Valley hometown where NYC’s firemen and cops moved during the white flight of the 1970s. Cop Land’s cops ticket, chase, and generally intimidate black people unlucky enough to pass through their town. Other evidence of police corruption is less apparent, like homes mortgaged by mob banks or secretly offing one of their own when they become a liability. Garrison is a new frontier that represents the anxiety of the western: is this a desert, a savage place that needs to be tamed? Or is it a garden, a new Eden, threatened by outsiders? The men in blue who reside in Garrison believe it’s Eden, but Freddy’s epiphany is that they’ve just created another desert, a place where the civilized have become the savage.

Rookie cop Murray “Superboy” Babitch (Michael Rapaport) bought into his uncle Ray Donlan’s white-flight narrative. He kills 2 black teenagers on the George Washington Bridge because he believes they fired a gun at him when they’d really just pointed a steering wheel lock, and his tire blew out. Superboy is Freddy’s dark mirror image across the bridge. His story parallels Freddy’s, with twin car crashes — Superboy on the bridge, Freddy below it. Freddy crashed because he was dreaming, distracted, because he wanted to avoid hitting a deer, and he’s full of shame afterward. Superboy crashed because he was afraid, and he killed two unarmed kids, but he worries about his job and reputation.

HERO COP TAKES PLUNGE. This headline about Superboy’s faked suicide to avoid Internal Affairs and arrest should have been Freddy’s, the man who rescued Liz Randone (Sciorra) from drowning in the Hudson when they were young. Superboy’s faked drowning death is a hollow echo of young Freddy rescuing Liz, a memory bright as heaven in Freddy’s dreams. According to cinematographer Eric Edwards, Superboy’s night on the bridge is lit “like Dante’s Inferno”: illuminated by red magnesium road flares, the ambulance’s yellow strobes, cherry-topped cop cars. Freddy and Superboy even suffer the same wound, their noses bandaged for most of the film, like a physical manifestation of their shame that heals as they both slowly, stumblingly try to redeem themselves.

Roger Ebert believed Cop Land would benefit from two remakes: “One about the disappearing rookie cop plot, and the other about the town where all the police live.” But there are two stories at war for a reason. One is a Scorsese-style story about a corrupt police force, with rookie cop Superboy as its protagonist, and the other is Freddy’s story, a western, a morality tale. Superboy saved three black babies from a fire, but this act is oversold by cops during an attempt at damage control after he kills the kids on the bridge. They didn’t give him his nickname “Superboy” because he’s a hero, but because he loves soup. At Cop Land’s start, Freddy is a character in someone else’s story. But only Freddy can save Superboy from the cops who want him dead, and the western overtakes the rookie-cop story as Freddy reclaims it.

The 4 Aces Tavern is a place where both stories meet, a saloon decorated with police paraphernalia, and its name prefigures Freddy’s struggle between four points of view: Moe Tilden, the Internal Affairs officer who represents impartial Jeffersonian justice, and Ray Donlan, the de facto mayor of Garrison, who embodies a kind of brotherhood not unlike omertà. Gary Figgis (Ray Liotta) is as alienated as Freddy, but he believes it’s every man for himself, that the diagonal rule is more important than the golden rule — “red light, don’t fight, you make a right.” And then there’s Freddy himself, who sees merit in each argument, his inherent desire to do good muddied by the “deep and dark motherfuck” of the corruption around him.

Freddy represents a child-like instinct to do what we believe is right, not thinking of the people who ask us to do otherwise, the consequences, the loneliness or the danger. Critics called Freddy “slow” or “stupid,” but Freddy is more like a child. Ray Donlan trusts Freddy “to keep the kids from killing themselves on prom night.” Freddy proves himself as a sharpshooter to Rucker at a child’s carnival game and wins a new plush turtle. It’s preserving this quality of conscience that makes him a good man, a hero. A man who stops bullies, returns a child’s toy that’s fallen in the street, rescues a drowning girl, saves a rookie cop from being “disappeared.” And it’s a quality that Ray Donlan infantilizes, reduces to idiocy, regards as “the plan of a boy” just like Leo Crasky (John Spencer) accuses Superboy of “patty-cake morality” that night on the bridge. Freddy tells Figgis that he would not save Liz Randone again, he’d stand there and he’d think about it — but ultimately he yearns to return to that moment of heroism, of instinctive goodness, of clarity. Freddy confesses it was the best thing he ever did with his life.

At Cop Land’s climax, all the murk and the noise, the complications and corruption are reduced to soundless simplicity. When Lagonda (Nascarella) and Rucker grab Superboy outside the Sheriff’s Office, Rucker fires his gun next to Freddy’s face, blowing out his good ear. Freddy’s scream is transformative, and then it all goes quiet for him — just like the time he saved Liz, he hears nothing but his own heartbeat. He walks to Ray Donlan’s home to rescue Superboy in a final showdown. Ray curses at Freddy, but Freddy responds: “I can’t hear you, Ray.”

In On the Waterfront, Terry Malloy figures out that by staying “deaf and dumb” about the mob, he was “rattin’ on [himself] all them years and didn’t know it.” Father Barry reminds Terry: “What’s ratting for them is telling the truth for you.” This is Freddy’s realization: that telling the truth for himself is more important than self-preservation, bigger than belonging. Rita Kempley wrote of Cop Land that “the drama is dense but misses the moral complexities and grit of its urban predecessors.” But Cop Land posits there are no moral complexities — there’s only noise. Freddy knows what’s right, he just needs to silence the voices telling him to do otherwise, to remember something he once knew and forgot along the way. Freddy Heflin, underestimated and overlooked, described in the screenplay as “equidistant to everything — but strangely marginal…and alone,” proves again that he’s a hero, finally invited in by Moe Tilden with the film’s last line: “Come on inside.”