The "Special Edition" from Warner, which I'm reviewing here, runs 229 minutes; odds and ends were restored for this exclusive-to-DVD presentation, ostensibly to satisfy Leone's original intent. There are two additional incarnations of Once Upon a Time in America, one belonging to Leone's homeland of Italy that runs 238 minutes, the other hypothetical, that to the best of my knowledge does not exist in any watchable form: a ten-hour trilogy cut that devotes a single film to each period covered--that is, 1921, 1933, and 1968. That brainchild might explain why the widescreen-fond Leone framed Once Upon a Time in America for projection at 1.85:1, an aspect ratio that cooperates better with TV, for it suggests a model for a mini-series. As it stands, the film is inconceivable as a triptych, so fastened is its current construction, so graceful are its pirouettes through timelines.

Consider the opening passage, rumoured to have inspired the phone conceit of The Matrix: thirtyish Robert De Niro is lying in an opium den when a telephone rings--and never stops ringing for the duration of the succeeding montage of images (including a striking one of a coffin-shaped cake that reads "Prohibition" in icing) arranged backwards to show aftermath leading to violence. Stirred from his narcosis by a sixth-sense intuition (finally putting an end to the incessant bell), De Niro escapes an ambush of mobsters and hotfoots it to a train station, where he steps through a thoroughfare and comes back out an old man. Allowing for terse dialogue exchanges, this half-hour of the film might be the best silent short ever produced, and, like a true hypnosis, the seduction of it imparts an astonishing amount of detail that will become touchstones later on. It's almost not even crucial that you pay attention, since the film is an agent of storytelling: you don't watch it so much as let it into your bloodstream.

Once Upon a Time in America answers questions you never thought to ask, such as what did bootleggers do with their lives after liquor became legal again? Sunning on a beach, racketeer Noodles (De Niro) hurls a newspaper with the headline "Prohibition Ends" at his partner Max (James Woods) and says, "Looks like we're going out of business." Most gangster movies end before this scene; Leone demonstrates how lifting the ban on booze effectively gave birth to the bank robbers of the thirties, with folks in Max's line of work poisoned--many of them irrevocably--by the aroma of dirty money. In this regard, the film is as much an anthropological as a historical saga, but Leone's social acumen is an acknowledged double-edged sword, pushing the picture at times past good taste and into the realm of exploitation. Imprisoned as a lad, Noodles is paroled in adulthood; those seminal years during which we learn to negotiate with the opposite sex taken from him, Noodles' arrested sexuality proves a combustible duo with the lawlessness of the jazz age, and he rapes the first woman on the outside to refuse him sex. There's a masturbatory appeal to Leone (let's face it, his movies can be protracted for length's sake) that can be upset if he wallows in his trademark eruptions of violence, because they begin to resemble a disdain for actors. The entire time Noodles is violating Deborah (Elizabeth McGovern), you're squeamish for McGovern, not Deborah.

It's safe but misleading to call Once Upon a Time in America misogynistic for its ornamental, disposable treatment of women. Leone kicks off the picture with the assassination of a sweet-looking blonde, and when she's introduced by name (Eve) in the second half of the narrative, it's just as the girl glued to De Niro's arm--her death holds very little significance, there's no tragic resonance about it, while both fat ladies in the film are there for the inevitable carny-era visual of skinny guys plunging foamy mouths into their saucy-mama cleavage. Yet there is some incontrovertible fidelity in the film's machismo to the pre-feminism America it portrays, and it's intriguing, to say the least, that the 1968 sequences consist of several pathetic geezers and one still-luminous Deborah: she seems to have been blessed with the gift of immortality in reimbursement for the evil that men do. It's the moment when Leone sucks up to actresses by pretending they don't age, but it has curious potency given the sixties subtext of women's lib.

Once Upon a Time in America is a masterpiece of affects. Any loss of innocence left unconveyed by De Niro, our emotional courier, is filled in by Ennio Morricone's piano/oboe/pan flute dirge, music to remember to. (It's evident that Leone played Morricone's score on set in the daydreamy faces of his cast; in so doing, the director transformed many a novice thespian, including a prepubescent Jennifer Connelly, into someone more likely to register with the camera and less likely to be self-conscious performing for it.) An elegy, it was the perfect swan song for Leone, who applied every residual visionary idea he had to his twelfth (eighth credited) and final film; Once Upon a Time in America is ultimately most remarkable for how sporadically Leone resorts to self-imitation--typically the mark of a prolific filmmaker's late-career work--therein. But while TIME Magazine's Richard Schickel rightly observes the picture's fantastical qualities in his DVD commentary, his perpetuation of the interpretation of Once Upon a Time in America-as-opium dream is debunked once and for all by the presence of television in the '68 flash-forwards.

Warner's Two-Disc Special Edition of Once Upon a Time in America is slimly supplemented compared to their other double-DVD SEs, but it's a privilege to own a good copy of the film itself. The 1.78:1 anamorphic widescreen transfer is uneven erring on the side of excellent; mosquito noise and what I can only describe as '80s grain compromise a few shots but not the viewing experience. Colours are dynamic and the compression is invisible, although the platter-break is atrocious: we're commanded to switch discs before the intermission proper, at the peak of an exciting pursuit inside a factory. Remixed in Dolby Digital 5.1, Once Upon a Time in America sounds monaural except where it counts: Morricone's compositions bear striking authority and clarity. A vocal ringer for "The Simpsons"' Principal Skinner, Schickel delivers an extended plot synopsis/analysis with no particular conviction in his frequently dead yakker; on the second disc, find the 20-minute Once Upon a Time in America excerpt from the BBC documentary "Once Upon a Time: Sergio Leone" (nothing groundbreaking), as well as a gallery of production stills ("Photographic Memories") that lasts 13 minutes if you don't shuttle through it. Cast and crew bios round out the package.-Bill Chambers