In the can't-look-away documentary "Boogie Man: The Lee Atwater Story," the career of the wildly successful and wildly controversial late Republican political operative comes back to us in ways that are funny, sad and mean. There is more than one moment in this film that will likely pop your jaw open.

Consider then-Secretary of State James A. Baker eulogizing Atwater at his 1991 funeral as "Machiavellian … in the very best sense of that term." (My dictionary defines the term as "characterized by unscrupulous cunning, deception, expediency or dishonesty.")

There's Ed Rollins, the veteran Republican campaign manager, describing how Atwater went from protege to backstabber in such outrageous fashion that Rollins profanely threatened to beat him up. And then there's one of Atwater's musician buddies, a white guy, insisting that Atwater had so much soul that he was actually a "black person in a white body."

The last is particularly jolting, because we also see Howard University students staging a massive (and successful) protest to have Atwater, a veteran race-baiter, kicked off the university's board of trustees.

Such morsels help shape this riveting look at a green-eyed South Carolina kid who grew up under the political wing of Strom Thurmond and rose to become a consultant to three presidents, including a stint as the 1988 campaign manager for George Bush the elder. He helped perfect the ugly art of "wedge issues" and "driving up the negatives" on opposition candidates.

Entertaining, guitar-playing, insecure and hard-working — he delighted in achieving a victory through fair means or foul — Atwater was compared by one journalist to a "wolverine … sort of always chewing through the plywood."

Director Stefan Forbes plays it more or less straight. He's out to capture Atwater's political legacy and some insights into why such a talented man might have wanted to use the tactics that he used. Forbes keeps the storytelling moving with no narration but with a vibrant instrumental soundtrack. He makes use of interviews with politically connected sources across the spectrum, from Tom DeLay to leftist gadfly novelist Ishmael Reed to Sam Donaldson to Michael Dukakis.

Archival footage of Karl Rove and both George Bushes is included — which means, one supposes, that they didn't participate in the documentary. However, Tucker Eskew, a senior communications consultant to Republican campaigns (and to the current Bush White House), has as much screen time as anyone, and gives perhaps the most nuanced observations on Atwater's history. There is almost no mention of Atwater's personal life as an adult, and no family members are featured.

Atwater's single most notorious bit of work came during the 1988 campaign, in the form of the Willie Horton ad used against Dukakis. The ad attacked a prison furlough program that Dukakis had supported while governor of Massachusetts. Horton, a convicted killer who is black, escaped while in the program and raped a woman. The ad said Dukakis was soft on crime, and made prominent use of Horton's glowering mug shot. Atwater said he was going to make Horton Dukakis' "running mate."

The ad pretty much became the touchstone for demonizing black men in political campaigning. In archival footage, we see Atwater denying that he or the Bush campaign had anything to do with the ad, insisting he'd never even seen it.

Then Forbes cuts to one of Atwater's friends describing how, before the ad was ever aired, Atwater called him into his office, showed him the ad, said he was going to set it up as the work of an independent committee (and thus, with no fingerprints) and asked what he thought. The friend says that he told Atwater it was appalling, racist and that it was going to "follow you to your grave."

Atwater, he says, responded with a vulgarity that implied his friend was weak.

Wow.

Atwater died of a brain tumor at 40. Near death, he apologized to Dukakis and others for his tactics. Some people in the film believe he was sincere and some don't.

What is clear, from watching this talented man and his view of politics and America, is that his corrosive vision has seeped into the nation's political groundwater.