A few years after the heinous regicide, a friend drove us to the Lorraine Motel, where a plaque and wilting bouquets marked the infamous balcony. Then as now, the city sported some seedy neighborhoods. In one of them, he stopped the VW near a tar paper shack, in front of which stood a gaudy new Caddy with a TV antenna. There, he indicated, is where Isaac Hayes lives with his wife and numerous children, six million dollars in debt.

That scene in Memphis speaks of the spirit and talent of its music – down at times, but never out. To document this "Up-and-Down World" for Only the Strong Survive, co-directors husband and wife D.A. Pennebaker and Chris Hegedus naturally went as well to other, northern cities, where the original gospel, blues and R&B developed into rock ‘n’ roll and soul and made powerful fortunes for others. They also filmed twelve soul music legends rehearsing and performing, usually in small venues in other cities or in old-fashioned, virtually abandoned studios. But they keep coming back to this Bluff City and its Rufus Thomas, pioneer deejay, singer, historian, raconteur, semi-straight man to co-host Jay Michael Davis on WDIA ("Mother Station of the Negroes"), and at eighty-two still performing (a marvelous duet with daughter Carla).

Paunchy and out of breath, Sam "Soul Man" Moore, of Sam and Dave fame, wins a live (and film) audience with a five-minute "When Something Is Wrong with My Baby" but is most eloquent as he reminisces in a car on Eighth Avenue off Times Square. There, he nods, is where he slept for eight dollars a night while pushing and using "cocaine and heroin, same as Belushi." Unlike the late comedian, he was rescued and cleaned up, by his tough wife and manager, Joyce Moore, who complains that radio royalties are paid to composers and producers but not recording artists.

Not so lucky were Sam Cooke, Otis Redding, Little Willie John – and dozens of others, unnamed – m uses performer-composer Jerry "Iceman" Butler, now also Cook County (Chicago) Commissioner, who then does a moving title "Only the Strong Survive." Indeed, though Butler, Ann Peebles, a still menacing-looking Hayes and roguish "Wicked" Wilson Pickett are in relatively slim shape, sharp extreme close-ups reveal imperfect skin, double (and more) chins, grey hair or none and mouths without upper ivories except for a left canine tooth.

What emerges is a joy in being alive and making music, in having in the end survived to do so. Though Mary Wilson still chases the shadow of Diana Ross – whose quavering, sexy pre-diva voice is incomparably more suggestive – these twelve seminal artists are happy with who they are. They accept the fact that the vast fortunes to be made came after their own groundbreaking, when entertainment grew to a mega-industry with stars sometimes manufactured to order.

Thus, Carla Thomas stands at the razed site of legendary Stax-Volt (originally Satellite, the name is an acronym from the surnames of white sibling owners Jim Stewart and Estelle Axton) and talks lovingly of other singers. She speaks about her own first junior high school steps in music and mentions good friend Otis Redding. At Hi Records, friendly crosstown competitor of Stax, Peebles reminisces, too, while Chicago’s still widely touring Chi-Lites remember early stage fright and outlandish wardrobes.

These performers speak well, several having finished college, even graduate school – some in their fifties – and perhaps, along with sheer luck, their education and family ties strengthened them for survival in the exploitative life of young fame and the road. (My own mid-Manhattan neighborhood is liberally sprinkled with street people who were also involved in those early days of R&B, rock ‘n’ roll and doo-wop; most of them have not fared so well.) Their essential decency and humanity are well suited to the directors’ cinéma vérité, or Direct Cinema.

Despite an inauspicious opening, pudgy bespectacled journalist Roger Friedman only very occasionally surfaces to voice-over narrate, ask questions or direct events. Intrusive connective tissue is kept minimal, filmmaker as auteur recedes, as the cameraman’s hand-held equipment and synchronized sound system orchestrate the parts into a satisfying whole.

Without the single venue/concert backbone of, say, Pennebaker’s Monterey Pop, Jimi Plays Monterey, the recently re-released Ziggy Stardust and the Spiders from Mars, and the Maysles’ Gimme Shelter or the single performer/tour of Don’t Look Back, Only the Strong Survive nevertheless emerges as a stronger documentary. Pans of audience reaction are effective but more selective and for a change not done to death. Less gimmicky and generally avoiding the genre’s user-unfriendly dark graininess, the film is human and warm, in the vein of the mellow, though quite different, Jazz on a Summer’s Day and Round Midnight.

Rufus Thomas died in December 2001, at eighty-four. A brief note dedicates this film to him.

(Released by Miramax Films; not rated by MPAA.)