How 85 Minutes Disappeared, Once Upon a Time Alex Abramovich New York Times.

June 8, 2003 ''ONCE Upon a Time in America'' is the kind of movie where the telephone is allowed to ring 24 times and characters take 63 seconds to stir a cup of coffee. Which is also to say that it's a Sergio Leone movie -- ambitious, operatic and, some would say, interminable. In fact, at 229 minutes, the film is 49 minutes longer than Leone's 1966 masterpiece, ''The Good, the Bad and the Ugly'' (which is showing at Film Forum in a restored, three-hour cut). Like Leone's spaghetti westerns, ''Once Upon a Time in America'' (1984) is something of an international echo chamber -- an Italian film about Jewish gangsters, mostly set on New York's Lower East Side and filmed in Miami, Montreal, Paris, Venice, Rome and Williamsburg, Brooklyn. (Asked why he cast so many Italians in a movie about Jews, Leone is said to have replied, ''Jews, Italians, there is no difference.'') But Leone's fascination with American archetypes came back to haunt him as the work -- arguably his finest -- fell victim to the oldest of Hollywood cliches, and the director lost control over his own film. Nineteen years after the theatrical release, a butchered, 144-minute cut of ''Once Upon a Time in America'' still crops up on late-night television; it's the only version many Americans have ever seen. This makes a loving restoration of Leone's cut all the more desirable, and while the DVD that comes out on Tuesday isn't exactly packed with extras, the quality of the transfer (which took more than a year to produce) is everything Leone fans could hope for (Warner Home Video; two discs, $26.99). Despite its length (or, perhaps, because of it), Leone's cut demanded, and rewarded, repeated viewings: it was his most carefully made and densely textured film. It moved gracefully between three time periods (1922, 1933 and 1968) and built toward a flurry of last-minute revelations. Interviewed by telephone from Los Angeles, James Woods, who stars in the film alongside Robert De Niro, said: ''It was actually a movie. Not a merchandising opportunity. It was like doing 'Lawrence of Arabia.' A huge movie. Impossible to explain how big it was.'' Big enough for Gerard Depardieu to offer to learn English to play the role eventually given to Mr. Woods, and (according to Christopher Frayling's excellent biography, ''Sergio Leone: Something to Do With Death'') for Norman Mailer to lock himself in a Rome hotel room for three weeks, consume several bottles of whiskey and emerge with an early, unusable stab at a screenplay. Leone spent 16 years making the film, passing up an invitation to direct ''The Godfather.'' The project took a tremendous toll on his health. And yet, at first, the effort seemed justified. Mr. Woods said that when ''Once Upon a Time in America'' was shown at the 1984 Cannes Film Festival, it received a 10-minute standing ovation. But the first American screening, which took place in Boston on a cold winter's night, was a disaster. The producer, Arnon Milchan, recalls that the audience waited, in the snow, for over an hour. Five minutes into the screening, the projector broke. More than 100 people did not return from the intermission. That night, Leone's North American distributor canceled a second screening, invoked a clause in the director's contract and had the film re-edited. ''The Ladd Company panicked,'' Mr. Milchan said by telephone from Paris. ''They changed the movie to a linear story, and cut an hour and a half. The movie that was released in the United States had nothing to do with the movie we made.''

The problem wasn't merely that ''Once Upon a Time in America'' had been shortened. Forced into the chronological narrative Leone had consciously avoided, the film made very little sense. Characters appeared out of nowhere, and disappeared at random. Clues to the film's carefully constructed mystery went missing; plot lines floated in and out of focus. Bursts of violence went unexplained, and ambiguities were smoothed over. Even the ending was changed. ''I was too young to know how to defend it,'' Mr. Milchan said. Mr. Woods said: ''I watched about 20 minutes of it and walked out. It was just too heartbreaking. I mean, they even cut in the middle of a measure of music! I could not believe it. It's funny how this business works: you can be so on top of the world, or so behind the eight ball. But this was like being at the finish line in the Olympics, and tripping over your own feet. All they had to do is take it and put it in the theaters, and the rest was going to be history. Release it in one theater, uncut, and see what happens! It could not have been worse than what they did.'' The film, which cost more than $30 million to make, grossed just $2.5 million during its theatrical release. Vincent Canby's review in The New York Times suggested that it had ''been edited with a roulette wheel.'' Pauline Kael wrote in The New Yorker, ''I don't believe I've ever seen a worse case of mutilation.'' Mr. Woods said: ''They dumped it on the market. It died in a day.'' He added, ''It was like watching somebody cut the arms and legs off your child.'' Leone died of a heart attack at 67, at home in Rome in 1989 (while watching a 1958 Susan Hayward film called ''I Want to Live!''). After ''Once Upon a Time,'' he never made another movie. ''It killed him,'' Mr. Woods says. ''I don't think he ever recovered. It just decimated him. It was a terrible, terrible, crushing defeat.'' The DVD is a posthumous victory. Transferred directly from the original negatives, it has a depth and clarity missing from the VHS version currently available. Ennio Morricone's score is remixed in stereo -- it's practically a character unto itself -- and Richard Schickel, who reviews movies for Time magazine, provides the obligatory commentary. A very slight caveat: the intermission comes not between the discs, where it belongs, but during the second disc. The extras aren't much to speak of: a trailer, a filmography and a handful of still photographs from the set. Also included is a 20-minute segment of an hourlong documentary made for British television in 1999, ''Once Upon a Time: Sergio Leone,'' which features some of the film's cast, a few of its many screenwriters and members of Mr. Leone's family. The interviews are wonderful, but it would have been nice to see the entire documentary. That said, the reissue goes a long way toward rewriting a dark chapter in the history of 80's cinema. A theatrical release would go even further -- more than most films, ''Once Upon a Time'' deserves to be seen on the big screen. But even a small one can't quite disguise the grandeur of Leone's achievement, or diminish the pleasures it affords.