Nineteen years after Once Upon a Time in America was disastrously truncated for its U.S. theatrical release, the 229-minute cut of the film that was endorsed by its director, the late Sergio Leone, has arrived on DVD. Warner Home Video has rewarded the picture's fans with an exceptionally handsome transfer and a Dolby Digital 5.1 remix of the soundtrack, whose crown jewel is Ennio Morricone's score.

A fable full of unhappy endings, Once Upon a Time in America tells the story of Noodles (Robert De Niro) and Max (James Woods), two hoodlums who form a fateful friendship as youths on New York's Lower East Side in the 1920s, and who finally part company under very mysterious circumstances on New Year's Eve, 1968.

Leone, who had developed an obsession with American movies during his formative years in Fascist Italy, envisioned the picture as a grand homage to the mythology of the gangster film, and the mythology of America itself. Despite its pulp-fiction elements, the film is distinguished by a complex narrative structure that flashes forward and back across five decades; these temporal shifts are accomplished with some brilliant aural and visual transitions, and the meticulous work of cinematographer Tonino Delli Colli, AIC, art director Carlo Simi and costume designer Gabriella Pescucci immediately orients the viewer to the era in question. Most of the story's action is framed as Noodles' opium-induced vision, and the nostalgia that suffuses his perspective gives the film a brooding,

meditative quality that is rare in the gangster genre. Punctuating this reverie, however, are outbursts of brutality that aren't always professionally motivated. (In the most excruciating sequence, Noodles rapes his lifelong crush, Debra, in the back of a car.)

The picture was Delli Colli's third collaboration with Leone (following The Good, The Bad and The Ugly and Once Upon a Time in the West), and the cinematographer had to command massive crews on both sides of the Atlantic to facilitate principal photography in Italy, France, the United States and Canada. (See Wrap Shot, AC Jan. '03.) Despite the sprawl, Once Upon a Time in America exhibits a unity of tone and style that is no doubt attributable to the 15 years Leone spent developing it. (In a 1995 interview with AC, Delli Colli likened Leone's painstaking approach to filmmaking to "the difference between handmade and industrial lace.") It is a tribute to Leone, Delli Colli and Morricone that once you've seen Once Upon a Time in America, its images and score become inseparable in your head. (Morricone actually completed the melancholy masterwork several years before filming began, and some recorded portions of it were played on set during the shoot.)

Given the length and breadth of the picture's production, the half-hearted assembly of supplemental material for this two-disc "special edition" is a surprise and a disappointment; bonus material consists of a theatrical trailer, a few production stills, an audio commentary by Time Magazine film critic Richard Schickel, and a superficial excerpt from the documentary Once Upon a Time: Sergio Leone. The few soundbites that comprise the 18-minute excerpt suggest that including the entire documentary might have enriched this package considerably.

In the documentary, Once Upon A Time in America producer Arnon Milchan admits that the radical edit the film was given in '84 was a mistake: "I was naive. Today, I would open the [longer cut] in a few theaters and build word of mouth." The '84 edit (still airing on television and available on VHS) restructured the action to unfold chronologically and eliminated more than an hour of material, which included a good deal of carefully constructed connective tissue. As Schickel observes in his commentary, Leone's penchant for "infinite" establishing shots and lingering close-ups of key characters has a cumulative impact that's hard to describe, much less create otherwise. "This is easy stuff to cut," he muses at one point, "but not easy stuff to replace."

- Rachael Bosley