Richard Lester might not have known it at the time, but when the noted director ventured to San Francisco in 1967 to shoot Petulia, he was creating one of the great cinematic time capsules of a watershed period in American society. The movie, depicting a strained love affair between a doctor and a socialite amid the "Summer of Love," is steeped in signs of the times -- mod fashions, psychedelic rock, hippie culture and the like.

And yet Petulia does not simply delineate Sixties artifacts. This keenly observed art film finds the counterculture of that era being swallowed up and taken over by a nation of overwhelming wealth, commercialism and consumerism.

That doesn't mean Petulia is preachy; far from it. Scripted by Barbara Turner and Lawrence B. Marcus, the picture is essentially about two lonely and bored people desperate to find passion in an increasingly dispassionate world. The Sixties-drenched setting is tapped to add shades of meaning, but it nevertheless remains a backdrop. Indeed, much of Petulia's genius stems from such shadings, particularly stylistic flourishes that result in a work of stunning freshness -- even nearly 40 years after its theatrical release.

George C. Scott portrays Dr. Archie Bollen, a recently divorced surgeon whose life is tossed upside down when he becomes romantically entangled with a recently married kook named Petulia Danner. Played by the luminous Julie Christie, Petulia is Holly Golightly with a hallucinogenic twist -- capricious to the point of combustible, flighty to the point of causing motion-sickness. Complicating matters is her husband, David (Richard Chamberlain), a rich pretty boy who harbors a nasty violent streak.

Unbeknownst to Archie, he and Petulia are linked by a Mexican boy (Vincent Arias) who Archie operated on after the child was hit by a car. The story of the boy -- along with several related story threads -- unfolds in fragmented sequences that attest to Lester's appetite for cinematic experimentation. In a nonlinear narrative, the filmmaker employs flashbacks, flashforwards, quick edits and jump cuts. It might sound difficult to follow, but the viewer quickly becomes acclimated to the movie's internal rhythms.

Petulia and Archie, bristling against their respective stratums of affluence and respectability, feel like casualties in a world teeming with things (automated hotels, 24-hour groceries, high-tech greenhouses, fake TV sets in hospital rooms), but precious little heart. "You're a lonely, screwed-up mess," Petulia tells Archie, but she could just as well be sizing up most of the film's inhabitants.

Terrific performances abound. Scott and Christie demonstrate why they were among the most exciting actors of their heyday. Christie, who had won the Oscar two years earlier for Darling, is particularly devastating in the movie's final - and memorable - image. The picture's supporting players are equally superb, with Shirley Knight and Joseph Cotton stealing scenes as, respectively, Archie's ex-wife and David's venomous father.

Moreover, it is worth noting that Petulia's production values are superb. John Barry's saxophone-fueled score is jazzy and haunting, while legendary cinematographer (and later director) Nicolas Roeg captures the City by the Bay in all its splendor.

Presented in 1.75:1 aspect ratio, the picture quality is excellent and fittingly showcases Nicolas Roeg's superb cinematography. Colors are vibrant and images are rich in detail. There are a few soft spots and mild grain in two or three scenes, but this really is quibbling. The only defect that can be a little taxing are skin tones that occasionally rival the Oompa-Loompas of Willy Wonka.

The Dolby Digital 1.0 audio is lackluster, but Petulia isn't a film that will stand or fall based on its immersion of sound. Audio is occasionally less than clear, but such moments are rare and a minor distraction. John Barry's music score is magnificent, and it comes through loud and clear. Audio tracks are in English or French, with subtitles available in English, French and Spanish.

The Uncommon Making of Petulia is a featurette covering the film shoot during the height of San Francisco's counterculture. The 14-minute, 20-second retrospective boasts some interesting anecdotes from Chamberlain, producer Raymond Wagner and editor Tony Gibbs, all of whom are interviewed here. Gibbs reveals how the movie's flashforwards (a device that has proven particularly irresistible for Steven Soderbergh) came about almost as a spur-of-the-moment idea. Elsewhere, Chamberlain says he was cast for the role of David because Richard Lester had likened the actor to an empty Coke bottle - nice-looking on the outside, but nothing on the inside. The mini-documentary is solid, but the absence of Lester and Julie Christie is a bit mystifying.

The 12-minute Petulia: The Uncommon Movie had been made to coincide with the movie's 1967 release. Aside from a few perfunctory soundbites by Lester and George C. Scott, its main draw here is some behind-the-scenes footage. There is little in the way of valuable insight. "If you're like most and get 'with it' pretty quickly," says the voiceover narrator, "you will have a lot to talk about afterwards."

The DVD includes a theatrical trailer of the movie, as well.

Warner Brothers deserves kudos for ending the shamefully long wait it took to bring Petulia to DVD. While this is a movie complex enough to have warranted a full-scale, Criterion-styled treatment, at least this disc includes an interesting retrospective and a gorgeous print transfer. Along with A Hard Day's Night, Petulia ranks as Richard Lester's enduring masterpiece - and one that any movie aficionado would do well to check out.