It is these closing moments that give the film its weight, although it is also a heavy-handed way of acknowledging the entire movie's operatic tendencies. (And perhaps a too-obvious homage to the climax of the first "Godfather" film.)

While this story is unraveling, there is a subtext that counteracts Michael's attempts to break with his violent past. Just as his own son is rejecting the family business, his nephew Vincent (Andy Garcia, in the film's best role), the illegitimate son of Michael's late brother Sonny (played in the first film by James Caan), comes into his life — as heir apparent.

But Vincent is a hot-head with violent tendencies . . . much like his father. And though Michael brings him in, he knows Vincent will be hard to control — especially when he begins a romance with Michael's daughter Mary (Sofia Coppola). They are first cousins, Michael reminds Vincent as he forbids the relationship.

Also on prominent display are Diane Keaton, returning as Michael's ex-wife, and Talia Shire, again playing Michael's sister Connie; Joe Mantegna is a slick, dapper and very dangerous hood to whom Michael turns over his business concerns; Eli Wallach is an aging rival hood; and George Hamilton is the family lawyer, replacing absent Robert Duvall.

Of the players, Pacino and Garcia fare best, both giving complex internal performances, as well as employing more obvious flamboyance. Mantegna is mesmerizing, boiling beneath the surface as an angry Mafioso. Shire is also quite good, which may come as a surprise to anyone who saw her histrionics in "Rocky V." And Wallach is having a great, if slightly hammy time.

Most of the others have little to do, but a lightweight, superficial George Hamiltion will make any fans of the other films yearn for a Robert Duvall to lend some depth as an advisor to Michael.

Sofia Coppola, Francis Ford Coppola's daughter, isn't unwatchable as Mary, and she has relatively few scenes. But her character causes important repercussions in the lives of other, more prominent characters, and as such needed more spark than she is able to provide with her naturalistic but flat performance.

On the whole, however, this is director Coppola's show, and he makes it big, brooding and sometimes quite captivating — especially during that grand finale.

"Godfather" fans won't be too disappointed, and others will find it better than much of what's out there at the moment.

As a footnote, it should be said that although seeing the first two "Godfather" films before seeing this one isn't as necessary as it was to see "Chinatown" before "The Two Jakes" or "The Last Picture Show" before "Texasville," it certainly helps. And "Godfather"-philes will enjoy the many small references to events that occurred in the earlier movies.

"The Godfather, Part III" is rated R for violence, profanity, sex and a brief nude scene.