Actor James Woods, an unabashed Rudy Giuliani admirer who is playing the former mayor in a TV movie, says the film won't hide Rudy's extra-marital adventures.

"It's not a Valentine to Rudy Giuliani and he wouldn't want it," Woods said yesterday. "He's too much of a realist."

In a short preview of the movie shown yesterday to TV critics, co-star Penelope Ann Miller -- playing former wife Donna Hanover -- is shown storming past a security guard into the mayor's office where a nervous Giuliani stops her from going inside.

The scene's clear implication is that Hanover has caught Giuliani in a compromising position with his former aide, Cristyne Lategano.

Both Rudy and Lategano, who now runs the city's convention and visitor's bureau, have long denied the alleged affair -- but Donna Hanover has always referred to it as pivotal to the break-up of her marriage.

Even though Giuliani's role in the aftermath of Sept. 11 is what most people outside New York know him for, most of the movie is set before the attack.

"Rudy Giuliani has the perfect three act plot," Woods said. "He started really strong, saving New York from David Dinkins . . . the second act eroded a bit, through different pressures, maybe not his fault, maybe some yes.

"And then he was given the opportunity in the third act to emerge as the great heroic man he is and has always been capable of being. It's a great three-act story."

"He's a great man, warts and all, like all great men," said the Oscar-nominated Woods.

"Great people aren't uniformly, unequivocally great in shades of black and white. Everybody has a gray scale. And he doesn't seem like one of those people who denies it."

"No politician comes without controversy," co-star Miller said. "That's what makes this movie really interesting is that you see all different aspects of this person."

Producers based the script on the book by the Village Voice columnist Wayne Barrett. The film was shot in New York and Montreal and will air on the USA cable network March 30.