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It was the most star-studded Hollywood lovefest in some time Thursday night as the American Film Institute honored Warren Beatty with a lifetime achievement award at the Kodak Theater.

The guest list combined Beatty's interest in movies and liberal politics, starting with the continual playing of the Communist Party anthem, "The International," which was featured in Beatty's Oscar-winning movie "Reds."

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With that theme used as a processional, Beatty took the podium at the Kodak in front of 600 people including Bill Clinton, retired Sens. George McGovern and Gary Hart, Warren Christopher and former California Gov. Jerry Brown representing Beatty's lifelong political circles.

From the movie community came the heavy-hitters: Jane Fonda, Al Pacino, Dustin Hoffman, Diane Keaton, Steven Spielberg, Robert Evans, James Caan, Halle Berry, Keith Carradine, Quentin Tarantino, Brett Ratner and Hugh Hefner, as well as Art Garfunkel at the top of the list.

On the dais with Beatty sat his wife, Annette Bening, sister Shirley MacLaine and Hollywood power players Barry Diller, David Geffen, Creative Artists Agency's Richard Lovett and lawyer Bert Fields (the recent Anthony Pellicano scandal subject) with his art-dealer wife, Barbara Guggenheim.

Late to the four-hour dinner because of the Lakers-Celtics game were Jack Nicholson and Dyan Cannon, but they made it with enough time to deliver toasts.

Plenty of studio execs showed up, too, such as Ron Meyer, Tom Rothman, Jeff Zucker, Jim Gianopulos and Alan Horn. Sony's Sir Howard Stringer, who sat with Fonda, opened the evening.

Most of the reminiscing was about the movies, but eventually things turned political and left. Said McGovern in a moving toast: "Richard Nixon would have been much better off if we'd been elected" in 1972.

McGovern got a big laugh, but in all seriousness, the 86-year-old former presidential candidate had an important point to make: back in 1972, Beatty invented the celebrity political fundraiser when he staged a superstar concert at Madison Square Garden for him. He brought together Barbra Streisand, James Taylor, Simon and Garfunkel, who’d parted ways two years earlier at their height, and he also reunited the comedy team of Mike Nichols and Elaine May. All of these people at that moment could not have been bigger.

McGovern was not alone among politicians who gave thanks to Beatty. On a serious note, Gary Hart saluted him and thanked the film star, enigmatically, for “an act of personal generosity to me.” He added, on a lighter note, that “people always thought Warren wanted to be me. But in fact, I always wanted to be Warren Beatty.”

As many people noted Beatty’s long history of romantic conquests before meeting and marrying the love of his life, Bening, in 1991, Hart’s words may have been all too true considering what happened to him.

And it wasn’t just liberals — although at one point, the evening really took on the look of a Hollywood backyard Democratic fundraiser.

Among the many video tributes that were interspersed (rather skillfully, I might add) with the live speeches was one from Sen. John McCain. He and Beatty are actually quite good friends as it turns out, even though their politics — as each has pointed out — are very different.

I think the audience was a little taken aback when they saw McCain’s face pop up among those of Goldie Hawn, Julie Christie, Arthur Penn, Streisand, Paul Sorvino, Charles Grodin, Estelle Parsons, Robert Towne and Pacino (who later surprised the room by also coming to give Beatty the AFI honor). Here’s a case where politicians shouldn’t make jokes. McCain’s was something to the effect that he, the Senator, had been bombed — as in literally — in Vietnam, but Warren had once “bombed” with Miss Vietnam. Ouch!

But, as Beatty himself said when he took the stage, the AFI event was “like psychoanalysis.” Indeed, I cannot recall a tribute like this when so many famous people showed up and spoke, without Teleprompters or notes, from the heart.

All of the speeches were superb, and some were sublime. Faye Dunaway nearly stole the evening by recalling “Bonnie and Clyde” in rhyme a la her Bonnie Parker character from that landmark movie. Hoffman, whom everyone would like to speak at their lifetime achievement ceremonies, came with a sheaf of papers and held the room in thrall as he touted Beatty and tweaked Nicholson for choosing the losing Lakers over his best friend until the very end of the night.

And then there were the women. A stunning looking Fonda — noting that she and Beatty had done their first screen test together — told the audience what she’d told this column a few months ago. When they met, she thought he was gay. “He was so good-looking and all his male friends were gay. What were the odds he wasn’t?”

Perhaps the biggest serious jolt of the night came from Diane Keaton, who never speaks about her personal life. Dramatically taking the stage at the end of the night, after Clinton, Dustin, et al she presented right before her two former lovers, Pacino and Beatty himself, and just after Nicholson.

Keaton also spoke without notes. She kind of joked that she didn’t remember much about her outstanding film career except that “'The Godfather' was important, 'Sleeper' was very funny and 'The Little Drummer Girl was a bomb.'"

However: in recalling the landmark film she made with Beatty, “Reds,” for which she received an Oscar nomination, Keaton talked about the famous reunion-at-the-train-station scene near the film’s end.

“It’s my favorite few minutes of anything I’ve done on film,” Keaton said, which is saying a lot. She said of Beatty, who directed her, “I didn’t make it easy for him.” She said that she wore a Walkman (you remember — the tape kind) “blasting Bob Dylan to block out all your direction. It was take after take till I finally got it.”

Keaton continued: “It’s the memory of the kind of love I never imagined possible in the movies.” On that train station in Spain, where the scene was filmed, Keaton said, “it was the sweet anguish of love when I saw your face.”

Keaton’s moment should be quite memorable when the AFI tribute is edited for broadcast on USA Network on June 25 (it's not to be missed).

Robert Downey Jr. and Elaine May were also in the category of sublime performances. May’s was, well, a kind of pure ditzy comedy as she explained how Beatty pitched “Heaven’s Gate” to her originally as a project for Muhammad Ali, and then explained “Reds.”

And Downey: how to describe the star of “Iron Man” totally rehabilitated from Hollywood’s very bad boy to gigantic star of the moment? Downey was such a drug addict that he was found sleeping in strangers’ beds and went to jail.

He is now hailed as a conquering hero. He is also brilliantly gifted with verbiage, and so his fictional monologue about being a 9-year-old producer advising Beatty and late director Hal Ashby about the movie “Shampoo” will wind up being one of those viral videos on YouTube. It’s a classic.