For final shots of puzzling beauty, it's possible that only 2001 rivals Sergio Leone's Once Upon A Time In America, in which the credits roll over a freeze-frame of Robert De Niro's face laughing at the ceiling of an opium den. Leone puts a veil of lace between his actor and the camera, but De Niro's twisted smile captures a moment that sees through all veils, a flicker of understanding at the end of a film of ambiguities. Whether much of America, a seven-layer-dip of flashbacks within flashbacks, is in fact one long pipe dream extending out from that moment (as critic Richard Schickel argues in the marathon commentary track on the new DVD version) remains open for debate, though there's no denying the film's dreamlike qualities. But whose dream is it? Ultimately, it belongs to Leone himself. Once Upon A Time In America is the last of a string of films about the past and future of a country he knew first and best from the B-movies and yellowing paperbacks America sent abroad. For this 1984 swan song, Leone broke a directing hiatus that stretched back a decade, and turned away from Westerns toward another quintessentially American genre. His fantasia of gangland themes and images barely works by the standards of a gangster film, but succeeds brilliantly by those of epic poetry. A film of fatally flawed heroes, oversized passions, nation-building, and, inevitably, violence, America follows its characters from childhood to old age by way of the kind of grand-scale filmmaking that wouldn't be seen again until Martin Scorsese's Gangs Of New York (which similarly built an old New York out of Rome's Cinecittà studios). In both films, the finer points of character and plot sometimes get lost, but in America, that seems almost like part of the elliptical design of a world whose inhabitants are as incapable of discerning the motives of lifelong friends as they are of knowing the brute possibilities of their own hearts. Forming an unstable love triangle of sorts, Elizabeth McGovern co-stars as De Niro's lifelong unobtainable object of desire. James Woods is his partner, a childhood friend who helps him build a small criminal empire from their neighborhood's first-generation Jewish immigrants during Prohibition. Their enterprise expands until it bursts, leaving an older De Niro to sort through its remains and uncover its secrets when he revisits it as an old man in 1968. Every set in the film looks as lived-in as an archival photograph, but Leone's commitment to realism ends there. The rest of America combines the theatrics of the screen gangsters Leone grew up watching, a style he honed making Westerns, and a soul-deep melancholy. It seems almost too pat an illustration of Hollywood perils that a film so dependent on carefully balancing elusiveness, moral vagary (its hero commits one of film history's most brutal rapes), delicate emotions, and bloodshed would fall victim to commercial nervousness, but in spite of success at Cannes and abroad, the North American release cut the 220-minute running time by more than an hour, and jerked the chronology into a conventional A-to-Z structure. Though it might have been interesting to compare versions (or include footage from the longer versions rumored to exist somewhere in the Leone archives), this beautifully presented, extras-light DVD goes with the long cut previously restored to video. That's where most viewers had the first chance to glimpse Leone's singular vision of the 20th century, which reaches from a child's first glimpse of beauty in the backroom of a café through the garbage truck that pitilessly hauls the past away, leaving only pipe dreamers and movie directors to keep it alive.