Barry Levinson, best known as the Oscar-winning director of "Rain Man" (as well as "Good Morning, Vietnam," "The Natural" and "Young Sherlock Holmes"), has occasionally returned to his hometown of Baltimore to conjure up nostalgia for smaller, more personal films, writing and directing "Diner" and "Tin Men."

But his latest work, "Avalon," is by far his most personal and accomplished feature to date.Named after the neighborhood in Baltimore where Levinson grew up, "Avalon" is the story of several generations in one family, taking it forward some 50 years from 1914, when the family patriarch leaves Eastern Europe and first steps foot on American soil.

He is Sam Krichinsky (Armin Mueller-Stahl), a proud man with old-world values, and over the years to come he will see the world - and his family - change profoundly, and not always for the better.

The film opens with Sam reminiscing about his first day in America, regaling the family with stories they've already heard a hundred times, as his wife Eva (Joan Plowright) reminds him. But Sam feels it's important for the youngsters to know about their heritage, so he will repeat the stories many more times before the film is over.

What follows is a series of vignettes that chronicle the family's evolution as Americans, from Thanksgiving dinners with the same old arguments about whether the family should wait for Sam's older brother Gabriel (Lou Jacobi) before carving the turkey to the rise of Sam's son Jules (Aidan Quinn), who changes his name and becomes a prominent department store owner in the city.

Then, about halfway through the film the tone starts to change and it becomes apparent Levinson has larger ambitions in mind. What we begin to see is the gradual disintegration of the nuclear family, which Levinson blames in part on a technological villain - television.

But Levinson knows it's a two-sided coin and he shows that though TV comes into the home and takes the family away from the dinner table, it also helps Jules make his fortune.

Later, there's a move to the suburbs, which physically divides the family and eventually leads to an emotional separation as well.

Levinson's finish is a hard-hitting smack at the way we treat our elderly, the respect that was once taken for granted seeming to have fallen by the wayside.

"Avalon" is a remarkable film, a thought-provoking Cook's tour through the universal American consciousness. Among the many characters in this huge ensemble cast are the uncles, aunts, cousins and grandparents we all have or remember, participating in setpieces that will be recognizable to every member of the audience.

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.