With The Departed, living legend Martin Scorsese comes within about three seconds of making a masterpiece on par with his hallowed Mean Streets and elegantly excessive GoodFellas. Three seconds. From indisputable genius. It almost seems unfair to even lightly criticize such an amazing effort from one of the few remaining true high priests of cinema, this takes-a-licking-keeps-on-ticking artist back from the exile boredom of The Aviator and Gangs of New York, but one thing is true nonetheless: He should have quit while he was ahead. And that, by the end of The Departed, was just about three seconds ago.

A re-envisioning of the popular 2002 Hong Kong secret-identity crime thriller Infernal Affairs, The Departed is so close to flawless it actually hurts. Screenwriter William Monahan (Kingdom of Heaven) might have moved the underworld action to his hometown of Boston, but the awesome adrenaline of the twisty cops-and-robbers tale of good bad guys and bad good guys is still fundamentally intact. The all-star cast ' an Oscar red-carpet parade if ever there were one ' positively outdoes itself. And Scorsese's vibrant direction snaps, crackles and pops through the story's suspense, blood, profanity and humor. Script, cinematography, shot selection, music choices, acting ' all Scorsese cylinders haven't fired this well since Henry Hill uttered the immortal words, "As far back as I can remember, I always wanted to be a gangster."

Massachusetts state police recruits Colin Sullivan (Matt Damon) and Billy Costigan (Leonardo DiCaprio) are tossed into Boston's rough-and-tumble world of cops and crimes. The two could be opposite sides of the same coin, with one minor difference. Only one of them wants to catch the bad guys. The other is actually one of the bad guys. Sullivan is under the sway of Frank Costello (Jack Nicholson), a wily crime boss happy to have a guy inside the law helping him keep one step ahead of special investigator Ellerby (Alec Baldwin). But at the same time that Sullivan is rising through the state police ranks, tough-guy cops Queenan (Martin Sheen) and Dignam (Mark Wahlberg) commandeer Costigan, an angry young man with few attachments, to get close to Costello and facilitate his ultimate incarceration. What follows is an exhilarating scherzo, an out-of-control acceleration of events played out on a very high wire; each "rat" tries to track the other down without simultaneously exposing his own double-cross.

The Departed would not be half the considerable movie it is without Damon's prickish charm and DiCaprio's coiled-tight intensity. Damon is a natural bruiser, and Scorsese alchemizes his barely latent belligerence into an ambivalent aggression. As the scared and sometimes scary Costigan, DiCaprio finally displays the brilliance long attributed to him; it's the first time Leo has truly looked like a lion on-screen, and his explosive unpredictably is breathtaking. Both more than hold their own with Nicholson, who goes way evil for his portrayal of Costello. A Mephistopholean-mannered Nicholson sheds his caricature skin and shows audiences he can still find new ways to leer like Lucifer himself. Wahlberg's delivery of his you-kiss-your-mother-with-that-mouth invective is dazzling.

On that count, he's not alone. Anyone who ever said cursing couldn't pass for intelligent conversation needs to listen, really listen, to the poetry of Monahan's profanity. It is nuanced and layered, humorous and hard-hitting. Whether criminals or cops (and The Departed glories in rubbing out the differences), these men are brutes and speak accordingly. They live by the sword and die by its steely evisceration. Scorsese's violence comes without warning and swims in blood, more awfully realistic than anything else an audience will see on screen. He creates a claustrophobic world for these city samurai to maneuver, an infinite hall of constantly shifting mirrors. The film's signature sequence snakes through a smoky alleyway at night, lit in garish blue and red. Tailing Sullivan ' a shadowy figure without a face ' Costigan catches his own cut-up reflection in glassy shards hanging decoratively from a storefront, a perfectly captured visual metaphor for his fractured life. The shot is complicated, smart and absolutely beautiful. It's Scorsese at his best.

But there's still that one lonely choice that the famed director makes late in the movie ' so late that any later would kick him into the closing credits ' that prompts a disbelieving double take. It's not a major plot point; those have all been laid to rest neatly enough, like so many bodies at the Boston morgue. It's just a borderline cosmetic choice that feels kind of obvious and wrong. Really obvious and wrong, in fact. In a lesser movie, from a lesser filmmaker, the solitary misstep would be just a blip on the radar. What makes it such a stumper here is the bloody brilliance (in all senses of both words) of the 2 hours, 28 minutes and 57 seconds that precede it.

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