I don't want to leave the impression that this film is mercilessly downbeat, however. There are many very funny moments along the way, some delightfully happy sequences laced among the narrative, as well as drama, tragedy and . . . well, life!

Levinson has assembled a first-rate cast, led by the splendid Mueller-Stahl, a German actor whom foreign-film fans may have seen in "Colonel Redl" or "Angry Harvest." He also played Jessica Lange's father in the recent "Music Box."

Mueller-Stahl is the perfect grandfather, a fair-minded, loving man whose family is the root of his existence. Joan Plowright, the famous British actress, takes on her second Eastern European accent of the year (the other was as Tracey Ullman's mother in "I Love You to Death"), and she's a riot, driving her daughter-in-law crazy with her demanding demeanor.

Aidan Quinn is first-rate as their son, and his wife is played by the very talented Elizabeth Perkins. Among the older actors, the most recognizable is probably Lou Jacobi, an underrated veteran who's been popping up in lesser films for the past 30 years, since his memorable debut in "Diary of Anne Frank." It's nice to see him doing solid, quality material again.

And mention should be made of Randy Newman's wonderful score. (Put this soundtrack at the top of my Christmas list.)

But there's no question that this is a director's picture and Levinson knows how to tell a compelling story and pull us along in any direction he chooses. Whether he's working up humor, heart or sentiment he knows how to win over the audience at every turn.

"Avalon," rated PG for a couple of profanities, is a superb accomplishment. Let's hope it's successful, proving to Hollywood that exploitation is not the only material we'll turn into box-office hits.