In the 1970s, Rocket (ALEXANDRE RODRIGUES) is now a young man trying to figure out what to do with his life while hanging out with a group of friends including Thiago (DANIEL ZETTEL) and Angelica (ALICE BRAGA), with both of the guys being smitten with her. Li'l Dice, on the other hand, has gotten exactly what he wants. Renamed Li'l Zé (LEANDRO FIRMINO DA HORA), he now controls the city after taking over the lucrative drug business with Benny (PHELLIPE HAAGENSEN) and their army of young kids, including Steak & Fries (DARLAN CUNHA), who look up to them just as they did to the earlier trio of thugs.

Over the following years, however, his rule is challenged by various people, such as Carrot (MATHEUS NACHTERGAELE), a rival dealer. Then there's Knockout Ned (SEU JORGE), a bus driver so enraged by Li'l Zé and his gang raping his girlfriend that he sets out to kill the feared and ruthless leader. As his actions set off a massive gang war in the city, Rocket, now an aspiring photographer, sets out to capture the events on film and thus possibly give him a way out of the city and its years of poverty and strife.

While not as cutthroat, at least in the literal sense, the film business is somewhat similar. That's especially true when it comes to upstarts who come along and challenge the establish rule of the "masters" of any particular genre.

The undisputed boss of filmed stories about the mob, gangs and dealers has been Martin Scorsese. That unofficial rule, however, is likely to come under strong attack by Brazilian filmmakers Fernando Meirelles ("Domesticas") and Katia Lund whose feature film, "City of God," is every bit the sensational cinematic knockout as Scorsese's best work.

Violent, unrelentingly disturbing and certainly not for all viewers, the film is based on the 700 some page novel, "Cidade de Deus" by Paulo Lins. It recounted firsthand knowledge and witnessing of gang life over several decades in the slum outskirts of Rio. While the setting is different, viewers may think with Scorsese's work, all of the gang-banger films starring rap artists and HBO's "The Sopranos" that they've seen just about every variation and storyline of the genre.

If so, they couldn't be more wrong as the film is nothing short of completely fresh, engaging and engrossing. Told in three parts - spanning the '60s, '70s and '80s - the screenplay by novice Braulio Mantovani follows the disparate lives of many different characters through those turbulent times where gangs, rather than the police, ruled the streets.

Taking a nonlinear approach at telling the tale, the co-directors create a mesmerizing aura that's as brilliant as anything Quentin "Pulp Fiction" Tarantino has similarly pulled off. Sometimes the film segues into examining some small part of the story - such as the history of an apartment that's served as a drug dealer base - and at others introduces characters only to inform us that it will get back to them later on.

Although that and bouts of the film folding back upon itself might some gimmicky - and all of it is - the filmmakers pull it off with such aplomb that it's exciting, gripping and even occasionally funny to behold. They also employ various different camera tricks and effects (such as the spin around shot first popularized in "The Matrix"), but all of that only adds to the overall effect and never stands out as the filmmakers showing off.

While few of the characters are sympathetic, let alone survive until the end - much like a Scorsese film - the performances are so raw yet real that you may just get the feeling that you're watching a riveting documentary rather than a fictitious (but truth-based) film. Of course, some of that stems from non-professionals playing various roles, but it's hard to tell which ones fall into that category.

Alexandre Rodrigues (making his debut) is terrific and quite natural as the observer, part-time participant and occasional narrator of the story. Leandro Firmino Da Hora (also making his debut) gets the more flamboyant role as the ruthless drug lord and delivers a standout performance. Supporting work from the likes of Seu Jorge, Phellipe Haagensen and Alice Braga (all making their feature debuts) is equally strong.

Mixing the best of the filmmaking worlds of Scorsese and Tarantino, the filmmakers have crafted one of the more brilliant films of 2002. Although the subject matter will be abhorrent and repellent to some viewers, those who can accept or at least tolerate it will be in store for a tremendous piece of filmmaking featuring a mesmerizing story and an unforgettable array of characters. An unflinching but highly creative look at various themes including the old "live by the sword, die by the sword" mantra, "City of God" rates as a strong 8 out of 10.