Thanksgiving Night, 1976. A dazzling cast from rock'n'roll's Who's Who - Eric Clapton, Bob Dylan, Muddy Waters, Neil Young, Joni Mitchell, Van Morrison, Paul Butterfield, Dr. John, Emmylou Harris, The Staples, Ronnie Hawkins, Ringo Starr, Ron Wood - cook up an unforgettable storm at Winterland, San Francisco's aging rock palace.

It's a farewell concert: The Band is retiring.

Five of America's most respected musicians Dyland adopted for his own, The Band dates back 18 years to the heyday of Jerry Lee Lewis and Elvis Presley. It takes them eight years as a back-up band before they make their first hit record, "Music From Big Pink," leading critics to gush superlatives about their music - lyrics reworked from historical themes and wrapped in crisp rock'n'roll rhythms. More hits follow. They are famous, but now they are tired. And though they plan to keep cutting albums, The Band decides to end its stage career with a flourish - and the cast of rock peers join them at Winterland, deeming their stage presence a fitting goodbye.

The evening id dubbed "The Last Waltz," and out in the darkness, perched in a director's chair, a wirty little man with a headset barks orders to five cameramen who are recording the evening on film. "We're just scanning and zooming," says Martin Scorsese. "Nothing elaborate. The idea is a concert film."

But what has come of the 160,000 feet clicked off that night is not just another rocksploitation movie. "The Last Waltz" is foot-tapping rapture - the best rock film since "Woodstock."

"The Last Waltz" succeeds largely thanks to brilliant camera work (such notable cinematographers as Laszlo Kovacs and Vilmos Zsigmond agreed to work for scale) and tight editing. The movie, of course, is the music. A shame the Avalon's antique speakers handicap the Dolby soundtrack, which, nonetheless, remains crisp and clear, if somewhat subdued.

But it is also more than just music - the lenswork plops the viewer on stage, intimately capturing the exhilaration the performers have for the music and one another. What you see here is what you probably missed live.

In "Woodstock," dazed hippies wandered about, groveling in the mud, enhancing the counterculture aura of the film. The crowd was as much a part of the movie as the music, and Scorsese helped edit it. In "The Last Waltz," the fans are forgotten, having paid $25 each to artificially inseminate the evening with applause. The focus is on The Band and the music. Which is just as well, since it is highly pleasurable to marvel at the magic fingers of The Band's lead guitarist, Robbie Robertson, and Eric Clapton as they heat up the strings.

The film builds and wanes, with guest performers such as Neil Young ("Helpless"), The Staples ("The Weight"), Joni Mitchell ("Coyote"), Muddy Waters ("Mannish Boy") and Van Morrison ("Caravan") jolting forth to infuse The band with excitemenT. When Dylan finally saunters on stage, crowned with a white felt hat, his Fu Manchu pouting '60s defiance, the energy is palpable.

The performance sandwiches offstage interviews with members of The Band, conducted by director Martin Scorsese, who emerges as the one buffoon. A sort of rock "60 Minutes." But Mike Wallace has nothing to fear, the questions being, for the most part, unintelligible, uttered after the fashion of a speed freak on 78.

Still, such snippets don't overtly detract from the concert. And "The Last Waltz" should go on to take its rightful place on the shelf, having splendidly recorded one more chapter of rock'n'roll history.