EXCLUSIVE: Before Al Pacino and director Barry Levinson re-team for Gotti: Three Generations, the duo will first reunite on an adaptation of the Philip Roth novel The Humbling, which has been set for a fall start and will be financed by Avi Lerner’s Millennium Films/Nu Image. It is just the latest in a period of extreme productivity for Levinson, some of it directly attributable to the acclaim he got for directing Pacino’s Emmy-winning turn as Jack Kevorkian in HBO’s You Don’t Know Jack.

The Humbling revolves around Simon Axler (Pacino), a famous stage actor in decline who is revived when he retires to his upstate New York farmhouse and takes up with a much younger woman. It has a script by Buck Henry, Michal Zebede and Levinson. Levinson will be looking to quickly cast the young female lead, the actor’s agent, and several other eccentric characters you would expect in a Roth novel. Levinson committed to this movie after completing production on the low-budget eco-horror film The Bay, which he shot on hand-held cameras and which Lionsgate will release. He just spent time at the Cannes Film Festival to help stir interest in the offshore rights of the Gotti movie; and he’s right now in China, heading the jury at the Shanghai Film Festival.

I caught up with Levinson at Cannes, where he was uneasy about the idea of having to hawk a film (Gotti) that he and his Bugsy co-writer James Toback are giving a page one rewrite. He was completely sparked to be shooting a variety of films, from horror to documentaries (he helmed for ESPN’s 30 for 30 series The Band That Wouldn’t Die). But industry players who passed by us in the Majestic Hotel seemed intrigued at his chance to create a major new Mafia movie, and one prominent figure even volunteered to join a preliminary cast that includes John Travolta (Gotti Sr.), Joe Pesci and Pacino, whom Levinson recruited.

“Let me give you something hot,” Harvey Weinstein said as he walked up to our table. “I’m going to play Meyer Lansky in Barry’s Gotti movie. It’s a flashback, Gotti having a dream sequence. C’mon, Barry, I’ll wipe Pacino and fucking Travolta off the screen. They will be trembling, I’m telling you.” Then, Harvey bounded away, off to acquire what seemed like every hot film being shopped at the festival last month.

When Weinstein passed us, Levinson mused, “That hadn’t occurred to me, a time travel Mafia movie.” But then again, he inherited a lot of baggage and will face a lot of decisions on a Gotti movie that so far has been a series of photo ops including a press conference with director Nick Cassavetes (who dropped out a week later), where actors like the troubled Lindsay Lohan were set in one role and then another, and might not even be in the movie when it gets made. It’s up to Levinson to figure out how to turn a press stunt into a meaningful film. He’ll preside over a script overhaul, and he won’t lock in cast until that happens. But he loves Travolta for the Gotti Sr role, and took it upon himself to recruit the mob movie icon Pacino to play the role of Aniello Delacroce, the veteran mob soldier who took a shine to young Gotti Sr and became the father figure that Gotti Sr never had because he didn’t connect with his own father. I’ve been a bit skeptical about the project, from its financing by unproven backers to the idea of Gotti Jr holding sway in what goes onscreen. Levinson, though, said that it is Junior’s input so far that makes him optimistic this can be exceptional. By no means, he said, will he gloss up the criminal misdeeds of the Gotti family.

“I wouldn’t have done it had I not talked with John Gotti Jr,” Levinson told me. “In order to rewrite it, I want the specificity he brings into the personal life of the Gotti family. To have those insights from someone who was that high up, gives us an opportunity to develop a piece of material that feels like something new. There’s plenty about Gotti we know from the public record, but he can provide the shadings and the mechanics we don’t know. He’s not telling me the story of John Gotti Sr, but rather the story of the last famous don and the son who follows in his footsteps, comes into power and ultimately decides, I don’t want this. How do you get out of that life? It was the end of the Mafia as we know it and here was this guy, trying to breaking the cycle, saying, ‘I want to have a life that’s not this life.’ ”

That sounds like a sympathetic portrait for Gotti Jr and a notorious crime family, but Levinson said I am looking at it wrong: “I never approach a movie on the basis of, who’s sympathetic, who’s the hero? For me it’s always, is this a fascinating enough character to hold my attention as a moviegoer? Without question. Did I look at Bugsy Siegel as a hero? Absolutely not. In the beginning of that movie, we showed him kissing his wife goodbye, going downtown to have sex with some woman who was not his wife, going to a bookie place and shooting a guy in the head, when he could have had someone else do it but wanted to do himself. Then he gets on a train, headed for L.A. That’s the first five minutes and the intention was to make you say, ‘My God!’

“If this script comes out like I think it will, we could have something fascinating,” he said. “There have been some great films about mobsters, seminal pieces, and what you need is to reevaluate this for this particular time. The Godfather in the 70s almost single-handedly redefined mob movies for its time. You can look at these landmark pieces, and I think we have a way here to tell a story we haven’t quite seen before, because of the insight and different way of seeing that life that nobody has gotten before.”

The array of documentaries, HBO telepics, horror films, a mob saga and now Philip Roth has Levinson enjoying himself as much as he ever has in his long career, most of which was spent developing studio projects at the leisurely pace they take. The changes in the studio business have made him more proactive and have revived him and made him scrappier. “The language and economics of film are constantly changing, and if you go at it right, you are able to play in a lot of areas beyond theatrical movies,” he said. “This transition that’s going on, I’ve found it to be exciting and challenging, and I think we’re going to see a continuing evolution in film language because of all that is happening. You want to  be open to what might inform you and be open to change and growth. Or you get stale, bored and complacent.” Levinson and Pacino are repped by ICM.