Amarcord is a trip down memory lane as could only be navigated by the likes of Federico Fellini. The last motion picture he did to earn the label of masterpiece, it is not so much a story as it is a wistful montage of vignettes in which the idiosyncratic filmmaker revisits the coastal Italian town of his birth, Rimini. The movie's title says it all; in the Italian dialect of Romagna, the region that includes Rimini, Amarcord translates as "We remember."

For Fellini, however, remembrances are filtered through the prism of a born storyteller with a predilection for romance and raunchiness. A certain amount of embellishment seems unavoidable, of course. Viewed though the foggy lens of adulthood, our memories of youth tend to take on mythical proportions. We revert to a time and place in which our perspective was simpler, where seemingly mundane events carried the whiff of forbidden adventure. It is that canvas of innocence, drama and immaturity that interests Fellini -- and it is what makes Amarcord such a charming and poignant classic.

Recipient of the 1974 Oscar for Best Foreign-Language Film, Amarcord takes place in the Mussolini-led Italy of the mid-1930s. The story, such as it is, opens with the advent of spring and the accompanying dandelion "puffballs" that swirl around the town of Rimini. Fellini quickly lets the viewer know that he will be taking a decidedly unconventional approach. An elderly man with no teeth turns to the camera and muses on the significance of the puffballs; at one point he seems to come close to forgetting his lines.

Shortly thereafter, the townspeople gather in a piazza for an annual tradition, the "burning of the winter witch" that marks the beginning of spring. Fellini introduces us to Rimini's inhabitants, particularly a horny teenager, Titta (Bruno Zanin); his hot-tempered parents (Armando Brancia and Pupella Maggio); and the town's voluptuous beautician, Gradisca (Magali Noel). And we are introduced to an on-again, off-again narrator, the pompous Mr. Lawyer (Luigi Rossi) whose dissertations on the history of Rimini are interrupted by bystanders making farting noises.

Amarcord is unshackled by plot. Fellini was a terrific storyteller when he wanted to be, but he is after something else here. Employing an episodic structure built around the seasons' cycle, he creates an impressionistic work that is almost painterly in its beauty and ability to evoke bittersweet emotion. He gets ample help from Giuseppe Rotunno's gorgeous cinematography and Nino Rota's haunting musical score.

Amazingly, Fellini wrings enchantment from some decidedly lowbrow things. It is a testament to his power as an artist that sweetly rendered nostalgia stems from episodes that include a group of boys masturbating in a parked car and a crazy uncle up in a tree shouting, "I want a woman!" Amarcord abounds with dirty jokes and scatological humor raised to the level of high art. At a Fascist rally, boys conduct exercises with rifles while the girls perform with big hoops. No one who has seen the movie is likely to forget Titta, in confession, revealing his sexual fantasies to a priest busily sniffing his own fingers. Even more outlandish: Titta's ill-fated encounter with a stocky tobacconist whose breasts probably deserve their own zip code.

There are many sublime moments, too, most of them built on the obviously make-believe world of Fellini's imagination. In one of Amarcord's more magical scenes, the townspeople wait in small boats on the Adriatic in hopes of glimpsing the Italian ocean liner, "The Rex." When the ship finally appears late at night, a hulking apparition rising from a blue fog, the image is as majestic as it is fake. As a documentary on the Criterion DVD reveals, Fellini actually demanded that the scene be re-shot because the ship looked too real.

Among the many images that distinguish Amarcord is a peacock spreading its tail feathers during an unusually heavy snowfall. It is wondrous, mysterious and utterly illogical. In short, it is an apt symbol for the allure of cinema, Amarcord and Federico Fellini.

Another stellar Criterion Collection release, this is a two-DVD set in a sturdy plastic and card foldout. A cardboard sleeve houses the double-tray package. In addition, there is a 63-page glossy booklet that includes "Federico of the Spirits," a nine-page critical essay on Amarcord by film professor Sam Rohdie; and Fellini's "My Rimini," a 41-page memoir written by the filmmaker in 1967 in which he reminisced about the real (well, maybe) town of his birth.

This digitally remastered print, shown here in widescreen anamorphic 1.85:1, is absolutely stunning. Giuseppe Rotunno's cinematography gets the loving treatment it deserves. Criterion's 1998 release of Amarcord was a solid print, but this is far superior, having eliminated most instances of grain, noise and scratches.

The Dolby Digital 1.0 track in Italian is flat, but serviceable. An English-language dub is also available. Both tracks have their selling points. Fellini's lush visuals are best experienced without having to read subtitles, but the Americanized accents are mighty distracting.

Praising Criterion for providing first-rate special features is a little like praising water for being wet. There is a considerable "no duh" factor involved. Still, Criterion deserves props for this souped-up edition of Amarcord, a vast improvement over the company's previous release of the movie back in '98.

The centerpiece of the supplemental materials is Fellini's Homecoming, a 44-minute, 14-second documentary that examines the director's ambivalent relationship with the hometown that takes center stage in Amarcord. It boasts a number of revealing interviews, including Luigi Benzi, a childhood friend of Fellini's who inspired the character of Titta; many film critics long assumed that Titta had been based on Fellini instead. Among the more intriguing nuggets to emerge is that Fellini, who shot most of Amarcord at Rome's Cinecitta Studios, adamantly opposed filming on location in Rimini precisely because he did not want his vision to be compromised by his actual memories.

Also compelling is a 15-minute, 31-second interview with Turkish-born actress Magali Noel, who portrayed Gradisca in Amarcord and also appeared in Fellini's La Dolce Vita and Satyricon. She reveals that she was a last-minute replacement after the actress initially signed to play Gradisca had to drop out. Noel was asleep in a Switzerland hotel, she recalls, when Fellini phoned her at 2 a.m. and asked if she could be on set in Rome by 10 the next morning. Somehow, she managed to do so. The interview comes courtesy of Allerton Films.

A thought-provoking and occasionally pedantic commentary is provided by two film scholars who have written extensively about Fellini: Pete Brunette, the director of the film studies program at Wake Forest University; and Frank Burke, who teachers film at Queen's University in Canada. Both commentators obviously love and appreciate the movie, but their observations too often smack of film-school pretentiousness that sucks much of the whimsical fun out of the film. Brunette, for instance, suggests that the "importance of the derriere" in Amarcord reflects an "inability to have face-to-face understanding between men and women." Hmm. Maybe so. But based on my (admittedly non-scholarly) knowledge of Fellini, I'm willing to bet it more likely reflects his love of shapely asses. Just a hunch ...

Fellini's Drawings presents sketches that the director made of Amarcord's characters, comparing them to the actors who subsequently filled the roles onscreen. The cartoons are humorous and surreal -- and often even more outlandish than what ended up on celluloid.

Hardcore Fellini fans get a bounty with The Gideon Bachmann Interviews, in which Bachmann, a longtime friend of the filmmaker, chats with him at length about moviemaking, his artistic vision and his personal life. Fellini is not the most accommodating interview subject, but there is plenty of information to chew on here. This 30-minute, 39-second audio track is accompanied by a montage of archival photos. Bachmann also interviews a wealth of Fellini relatives and childhood friends for another audio track that runs nearly 59 minutes. Only the most ardent Fellini zealots need check it out. The degree of insights varies wildly from interviewee to interviewee.

The DVD also boasts a five-minute, 20-second Production Restoration that demonstrates the depth of meticulous care that went into this magnificent print transfer. In addition, there is Felliniana -- a smattering of Amarcord stills and radio advertisements -- and the aforementioned booklet.

Melancholy and funny, weird and wistful, Amarcord manages to seduce its audience by transporting them into the fervid imagination of its creator. That alone merits attention from anyone who appreciates the possibilities of movies, but Criterion ups the ante with a passel of excellent special features. Or, to put it another way, this is worthy of the DVD Talk Collector's Series.