Though some viewers might be put off by its length, graphic violence, and absence of likable characters, Sergio Leone's final film is also a cinematic masterpiece. Spanning four decades, the film tells the story of David "Noodles" Aaronson (Robert De Niro) and his Jewish pals, chronicling their childhoods on New York's Lower East Side in the 1920s, through their gangster careers in the 1930s, and culminating in Noodles' 1968 return to New York from self-imposed exile, at which time he learns the truth about the fate of his friends and again confronts the nightmare of his past. The acting, the re-creation of the time period, the cinematography, and the music are all superb. However, even more important is Leone's ability to make the film work on so many different levels: it's both a criticism of gangster-film mythology and a continuation of the director's exploration of the issues of time and history. Strange as it may seem, the violence and gore in the first half of the film turn into a sad elegy about wasted lives and lost love. The film's strengths emerge only in its full 229-minute version -- the 139-minute and other edited versions don't make nearly the same impact.