It’s 1964. The American dream is being hustled by slick men in slicker suits. The script is all about conversations and every word counts. Yep. Before Mad Men, we had Tin Men.

The lie they sell us about men is that at some point we grow up. That crippling fear of women, the obsession with the shallow, all the pointless competition—it goes away, or so we are lead to believe. Some day, our chatter will switch off of stupid TV shows and sports teams and on to, say, Proust or Sartre.

Barry Levinson, whose career as an Oscar-winning gun-for-hire director has obscured his rightful reputation as perhaps the sharpest crafter of dialogue to emerge out of ’80s Hollywood, knows the truth. Indeed, the only difference between the sport-coated 40-somethings chattering about in 1987’s Tin Men and the idiot man-children who spew forth in his much-lauded directorial debut, Diner, is that sometimes the old guys have money. That and they’re closer to death.

And yet somehow these truths are more inspiring than depressing in the hands of Levinson and his tin men—Baltimore slang for the guys that sold aluminum siding in the’50s and early ’60s before the government shut them down. The film takes place in the summer of 1963, which would place it somewhere in the middle of the third season of Mad Men. Watching these guys pull scams (“Could my house be the ‘after’ in Life magazine and you get another house for the ‘before?’ ” says a clueless housewife) is a similar thrill to hearing Don Draper and company hoist Lucky Strikes onto an unsuspected public.

But Tin Men is buoyant where Mad Men is portentous. If anything, it’s a movie that proves that irrational feuding, sweetened coffee (check to make sure it’s fresh), and in-depth conversations about TV are surprisingly effective ways of dealing with the shame and purposelessness that comes with being on the ass end of capitalism. It’s a happy movie about sadness, a film with a dark heart that looks like a bag of Skittles. Whether on a Caddie fin, the plush carpet of a row house, or the evening jacket of Fine Young Cannibals frontman Roland Gift, the colors in Tin Men pop and glisten, just like Levinson’s language.

The idea behind the movie was for Levinson to revisit the Hill Top Diner from his earlier film, but this time entice people to see the movie by telling an actual story. (While retrospectively celebrated for helping usher in everything from Seinfeld’s pop cultural nihilism to Apatowian bromances, Diner was a flop.) The story he comes up with is a good one: Distracted by his crumbling marriage, a fading salesman named Tilley (Danny DeVito) smashes his Cadillac into the Caddy of BB (Richard Dreyfuss), a roosterish tin man in his prime, thus setting off a game of tit for tat that goes nuclear when BB seduces Nora (Barbara Hershey), Tilley’s unhappy wife.

It’s a tasty plot, but the movie’s heart is in its talk, most of it done over gleaming formica tabletops. In the age where shows like Masters of Sex and Boardwalk Empire are riddled with verbal anachronisms (Mad Men tends to get that stuff right), Levinson’s remarkably precise language is a wonder. To have sex is to “poke”; we don’t fight, we “duke it out.” These deliciously correct words are handled by a who’s who of the era’s character actors, many of whom have since died. The list includes Bruno Kirby, J.T. Walsh, and most prominently, the old Vegas stand-up Jackie Gayle, who seemed to understand instinctively that the Bonanza stuff was his ticket to heaven.

Towards the end of Tin Men, BB and Tilley face off over billiards. Their prize? Nora. But this is no Scorcese-style, zoom-and-swoop pool game. In fact it barely registers. The real action of Tin Men is its words; its currency is its optimism and geniality. That’s why its high-note ending (it’s implied that the tin men will team up to hawk more forward-thinking hunks of metal than siding) feels so well-earned. If Diner was Levinson’s Seinfeld, than this is his Salesmen in Cars Getting Coffee—not about nothing as much as the relationships all that nothingness sustains.

BONUS CUT: Appearing in Tin Men as a local nightclub act, Fine Young Cannibals cooked up three throwback Motown songs for the film, including “Good Thing,” which hit #1 two years later when it was finally released as a single. Somehow 25 years behind and ahead of its time while being dead-on of its time, the song holds its own on a playlist of the best from Sharon Jones, Raphael Saadiq or Amy Winehouse.