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I first saw The Last Waltz in Brussels. I was wearing frayed bell-bottom jeans and a wild Carole King perm. I wasn't a big fan of The Band and, although I'd sat mesmerized by Alice Doesn't Live Here Anymore and Taxi Driver, I didn't know Scorsese had helmed The Last Waltz. But I was desperate to see a film in English, and the Belgians, to my eternal gratitude, subtitled foreign films instead of dubbing them.

I handed over my francs, joined a hushed crowd, and fell in love -- with The Band's music, with raconteur and guitarist Robbie Robertson, and with Scorsese's snapshot of the soundtrack to my adolescence, already vanishing from the radio under the first assaults of punk. Walking into a cinema to watch the movie 24 years later, I had to ask myself whether I could actually summon the dispassion to review the The Last Waltz as it appeared in 2002, not as I remembered it from 1978.

Well, this movie of The Band's final performance, shot primarily in San Francisco's Winterland Ballroom on Thanksgiving Day, 1976 (backed by a set rented from the San Francisco Opera), still spirits a tingle up the spine. This time, though, the movie resonates artistically not because of the music (which is still great) but because director, producer (Robertson) and executive producer Jonathan Taplin (both former road manager for The Band and producer of Scorsese's Mean Streets) created an extraordinary documentary, constantly teasing audience's expectations of both documentary and "concert movie." In addition, the movie captures the creative peaks of two quite different artists: the headlining rock band turning its back on fame before its music grew stale, and the filmmaker still bristling with originality and a passion for putting on the big screen life at the limits of hope, endurance, and love.

And, of course, there is the music.

From the camera's first encounter with The Band through to the very film's close, Scorsese plays with documentary's illusions of spontaneity while simultaneously nudging the audience into acknowledging the artifice at its heart. He includes in the final cut his own questions as interviewer, retakes of responses, headshot jump cuts, and, in a moment of over-the-top tricksiness, his own setting-up with the camera operator of a walk through The Band's recording studio, guided by Rick Danko. The narrow corridor, the grainy effect of available light shooting & the ambling over-the-shoulder shot recalls the Scorsese of Italian American, especially when matched to the slightly sycophantic, over-eager, almost naove, promptings of the director/interviewer. "Tell me about this..." comes his muffled, nasal voice. "Tell me about that..."

In reality, the film owed nothing to such faux-relaxed amateurism. Scorsese marshaled seven cameras (including, among the directors of photography, cinematographic superstars Michael Chapman, Vilmos Szigmond, and Laslo Kovacs), compiled a 300-page shooting script and edited over a period of eighteen months. And every second of the preparation shows in the lucid framing (following musicians on the move in extreme close-up is difficult, and this team even held Van Morrison in frame) and split-second editing. The on-stage cameras capture poignant three-shots of Danko and Robertson, often shadowed or slightly out of focus, on either side of the spot-lit "friend" who, they say, "showed up and helped us take it home." When Joni Mitchell's ethereally chilly voice chimes in on Neil Young's lament "Helpless," the sound precedes the cut to her silhouetted face by just enough time for the audience to register emotionally (but not analyze intellectually) the change in mood. Except in the contemporaneous New York, New York, Scorsese has never again achieved such seamless, complex construction.

The off stage, hand-held work is equally skilled, especially as Scorsese uncovered (and befriended) in Robbie Robertson a willing co-conspirator. Sexy and sleepy, like a cleaned-up Mick Jagger (and much more articulate), Robertson exudes laconic charm every time he appears on camera, whether he's pacing his way through an anecdote, leaning wearily against a wall, or joining Levon Helm to expose to Scorsese the roots of Elvis and rock in the "midnight rambles" of traveling tent shows. Editing helps, of course, but Robertson also mouths a mean and rhythmic sentence. Asked what Ronnie Hawkins offered him as a back-up guitarist, Robertson replies, "He said, 'You won't make much money but you'll get more pussy than Frank Sinatra.'" Later, attempting to explain why The Band was giving up after "eight years in dives, bars, and dance halls," and eight years of concert hall fame, he mused, "Could we live 20 years on the road? I don't think I could even discuss it."

The investing of time and money in constantly rolling cameras does paradoxically) preserve the genuinely spontaneous, never-to-be repeated moment. A supine Richard Manuel, prompted off-screen by the rest of the band, recounts the tale of their transition from the Hawks to The Band, via a move to Woodstock, an immersion in psychedelic, "marshmallow overcoat" madness and a string of names (including The Crackers and The Honkies) vetoed by laid-back, dropped-out former New Yorkers. Ronnie Hawkins, black-booted and behatted, sweeps off his Stetson to mock-fan Robertson's fast-moving fingers during a guitar solo. At one point, scratchily, hesitantly, and very much off-stage, Danko on violin, Robertson on guitar and Manuel on harmonica, pull off a waltz-tempo rendition of "That Old Time Religion." As the music slides to a halt, Danko quips, "It's not like it used to be," and Scorsese snaps it up, just one in a sequence of pensive punch lines that he uses to bolster the film's own elegiac stance.

And what of the music itself? While the starry line-up of guest appearances adds rock 'n roll cachet to the musicians who were once know as Bob Dylan's back-up band (how often, after all, do you see Bob Dylan and Van Morrison sharing a mic?), the movie's musical soul is The Band itself. To an extent perhaps unequaled by their contemporaries, The Band grabbed the roots of American popular music in country, R & B and folk and turned them into something new. It was rock that sounded raunchy, lyrical and pensive, all at the same time. They also had the voices to match the ambition: haggard Levon Helm, rasping like a washed-up ountry singer gone down river to blues and moonshine whiskey; Rick Danko, sounding like the anguished kid left by his one and only love and hitting the road in revenge, and Richard Manuel, of the throaty, weary growl. Add their almost innocent glee in performing at full tilt before an adoring audience, as Danko and Robertson crowd intimately on a mic, or Manuel and Helm bounce the melody back and forth on "The Shape I'm In," and you almost believe that you were almost there.

Almost. And that's the final kick of this documentary: the fusion The Band pioneered was so obviously transitory, even at the time of the shooting, even more so at the movie's release two year's later. You can look back, but you can't go back, because as you watch the film unfold, the past evaporates before your very eyes.