(R) 4 1/2 stars

WARNING: Those sensitive to images of violence should approach this film with caution.

I remember the first time I saw GoodFellas. The 1990 Martin Scorsese decades-spanning epic presented the story of a group of mobsters with vignettes that seemed too outrageous to be true, even though they were based on fact. The cinematography was fantastic, the music perfectly chosen, the pacing electric - the movie was horrifying and captivating and, at the oddest moments, funny. The violence was repellent, but mesmerizing. These men committed one vile act after another and the production did not glorify the things they did. The spectacle of it all was riveting, the fractured humanity heartbreaking.

Virtually everything I just said also applies to City of God, Fernando Meirelles' stunning portrait of child gangs and their reign of terror in the slums of Rio de Janeiro.

Divided into chapters, set respectively in the '60s, '70s and '80s, it shows how Cidade de Deus (City of God), a housing project erected on the fringe of Rio in the '60s, changed from a shantytown with a juvenile crime problem into an otherworldly war zone, where little boys play with real guns.

Adapted from a best-selling novel by Paulo Lins, who grew up in Cidade de Deus, the sense of verisimilitude is so intense that it seems the filmmakers must have used hidden cameras to document actual happenings. But this version is fiction, barely; it was shot in a slum near Cidade de Deus (the real place was far too dangerous to bring in camera crews), with a massive cast including 200 nonprofessional actors, all trained onsite in a performance school.

It begins with our narrator, a young photographer named Rocket (Alexandre Rodrigues) stumbling into the middle of a street, only to discover an armed gang on one side and pistol-brandishing lawmen on the other. In the split-second before all hell will certainly break loose, the camera takes a Matrix-style 360-degree spin around the wide-eyed young man while morphing him back to his childhood. The shot dazzles without taking us out of the story, a tribute to Meirelles' mastery of his art (and this is only his second feature).

SPOILER ALERT: The following outlines the basic plot, without revealing anything pivotal. In the '60s, 11-year-old Rocket watches the exploits of the Tender Trio: Shaggy (Jonathan Haagensen), Clipper (Jefechander Suplino) and Goose (Renato de Souza). Neighborhood gangsters with delusions of grandeur, they rule the other kids while plotting larger jobs at nearby businesses.

At this point, an aura of community still exists. Parents can be seen on occasion, trying to save their offspring from falling in with the gangs. The Tender Trio decides to rob a motel, only to discover that the business is more than a motel and that their crime has repercussions far more intense than anticipated.

When the story moves into the '70s, the drug of choice shifts from marijuana to cocaine and the amosphere amps up accordingly. Li'l Dice (played as a boy by Douglas Silva and as an adult by Leandro Firmino da Hora), recruited to be a lookout on the motel job, has changed his name to Li'l Ze and decided to take over a burgeoning drug-dealing business from some other boys.

The child in Ze is gone - now he glowers, rages and causes pain, fueled by madness and ambition. BenÈ (Phellipe Haagensen) has been a calming influence on Ze's hair-trigger temper (and his hair-trigger, for that matter), but BenÈ is planning to leave. Meanwhile, Rocket has started snapping pictures.

Cut to the early '80s. The gangs run everything, while the police steer clear and the media bemoans the situation from afar. Lines are drawn for a major turf war. Knockout Ned (Seu Jorge), a relatively benign sort, reluctantly joins forces with another young drug lord, necessary because Ze is on the rampage with murder on his mind. Rocket, now working for a local newspaper (for next to no money), exits a building and finds himself in the middle of the scene that opened the film. END SPOILER ALERT.

Tip your hat to Cesar Charlone for the knockout cinematography, which includes extensive hand-held photography, split screens, slow and accelerated motion, bleached images and the aforementioned 360-degree dazzler. Credit AntÙnio Pinto and Ed CÙrtes for the music, which uses everything from salsas to, God help me, the vintage pop hit "Kung Fu Fighting," to propel the rhythmic storyline. But, most of all, congratulate Fernando Meirelles for presenting an epic that is horrifying for its unflinching presentation of an ongoing contemporary tragedy and exhilarating for the style and passion with which it is unveiled.


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