"What place is this, to which the squalid street conducts us? A kind of square of leprous houses, some of which are attainable only by crazy wooden stairs without. What lies beyond this tottering flight of steps, that creak beneath our tread? -- a miserable room, lighted by one dim candle, and destitute of all comfort, save that which may be hidden in a wretched bed. Beside it, sits a man: his elbows on his knees: his forehead hidden in his hands. 'What ails that man?' asks the foremost officer. 'Fever,' he sullenly replies, without looking up. Conceive the fancies of a feverish brain, in such a place as this!"

Charles Dickens, writing about New York's Five Points neighborhood in 1842

Martin Scorsese isn't sitting beside a bed in a squalid tenement. He's sitting on an overstuffed couch in a suite at the well-heeled Essex House hotel. But if he's not literally holding his head in his hands, he is doing so metaphorically: He's already popped at least two Advil today, presumably to help him face the hordes of reporters who have come to interview him about "Gangs of New York."

The film, Scorsese's first in three years, chronicles the mythologized life and times of Five Points, New York's most notorious 19th-century slum, defined by the intersection of what are now Baxter, Worth and Park streets at the southern tip of Manhattan. "Gangs of New York," which opens Friday, starts in the years just before the Civil War, when gangs of immigrants and native-born Americans warred for the spoils of crime, when William "Boss" Tweed and his gang ran the city from the corrupt Tammany Hall, and when the American experiment played out every day through tribal, often deadly confrontations over money and power and the most basic human rights.

"It's like a disease, this picture," Scorsese says wearily. Dressed in a bespoke dark suit, his gray hair still worn long, the famous black eyebrows hooding eyes that now often peer through stylish black-rimmed glasses, the 60-year-old director speaks in his signature tommy-gun bark. Best known for making films that capture his native New York with both gritty realism and febrile expressionism, Scorsese has made his biggest movie to date with "Gangs of New York," a sprawling epic that layers fact and fiction, myth and history to create a dense, highly charged and unremittingly brutal portrait of his city's earlier days. "This picture took so much out of me," he says, taking his glasses off and pinching the bridge of his nose. "It's one of the ones where I said, 'I'd just like to go home and go to sleep and that's it.' "

He has been known to say that sort of thing after every picture. But "Gangs of New York" had a famously long and arduous birth, one that started more than 30 years ago when, on New Year's Day 1970, Scorsese read a book called "The Gangs of New York" by Herbert Asbury. The chronicle of 19th-century New York slum life was a cult classic. Historians dismiss Asbury's romantic, sensationalized stories as more fiction than fact. But fans have been drawn to colorful tales of gangs with names like the 40 Thieves and the Dead Rabbits and the Plug Uglies. They were enthralled by stories of Bill "The Butcher" Poole, described by Asbury as a "champion brawler and eye-gouger." It's no surprise now that Scorsese, who in 1973 would help introduce a new era in American filmmaking with "Mean Streets," about the life and crimes of his Little Italy neighborhood, was attracted to Asbury's account of Five Points' seedy characters and its exuberant, if fractious, culture.

Scorsese optioned Asbury's book, and his best friend and longtime collaborator, Jay Cocks, wrote a 180-page draft of a script in 1978. But it took 10 years for Scorsese to decide to make the movie, and another 10 to get around to starting it. "In a funny way, I doubt I was even ready to make it," Scorsese says now. In obvious ways, the thieves, thugs and street toughs who populate "Gangs of New York" seem to be the direct antecedents of the characters Scorsese is best known for in films like "Mean Streets," "Taxi Driver" and "GoodFellas." Many observers have suggested that "Gangs of New York" is something of a prequel to those earlier movies. "People say ['Gangs of New York'] is the foundation of where the other movies have come, but no. What's happened is that it's found its way to become the foundation through all the other pictures. I finally know now what I wanted to put in the film in the first place. I would never have known that in 1978."

Indeed, it's possible to see wisps of nearly every Scorsese picture in "Gangs of New York": the vital ethnic community life in "Mean Streets," the jacked-up urban energy of "Taxi Driver" and "Bringing Out the Dead," the epic violence of "Raging Bull," the almost anthropological view of criminal folkways of "GoodFellas," the 19th-century New York of "The Age of Innocence," even the transcendent spiritual values of "The Last Temptation of Christ" and "Kundun." With its epic scale and historic sweep, and with its investigation of Scorsese's cardinal themes of the immigrant experience, the getting and keeping of power and cathartic, almost primal violence, "Gangs of New York" is the culmination of a career that's been spent puzzling out the moral conundrum of why man's inhumanity to man has persisted through time immemorial.

"I struggle with it every day," Scorsese says of the violence that permeates so much of his work. "There's no doubt. You know, instead of hearing chamber music in my head, I'll hear the opening bars of 'Be My Baby.' And I can listen to the chamber music and create something else that I need it to be, but the thing that gets me going is a sense of energy which can be misdirected into violence. I'm very expressive that way, you know. I'm known for destroying phones -- they ring too much! I know that's not right, I shouldn't be that way, I shouldn't feel that way. But sometimes getting angry about something is the best way of doing the work."

Travels With Harvey Scorsese had several chances to test that theory through the seven-month production of "Gangs of New York," which he filmed on a mile-long set at the Cinecitta Studios in Italy -- where such Scorsese idols as Fellini and De Sica made their movies. By now the arguments between Scorsese and Harvey Weinstein, head of Miramax Films, which produced "Gangs of New York," are the stuff of Hollywood legend and lore. Stories found their way into the media of heated exchanges on the set, of Weinstein demanding cuts and Scorsese resisting, of Scorsese demanding more money and Weinstein resisting. (Scorsese eventually put up half his $6 million salary to cover budget overruns, even shooting a commercial for a French telecommunications company to help defray costs.)

Weinstein wanted the picture for Christmas 2001; Scorsese never thought the film would be finished in time. Both men agreed that the movie's depiction of ethnic hostility and patriotic jingoism wouldn't play after Sept. 11, 2001, so they held it back a year, giving Scorsese time to reshoot scenes and continue to edit. The $110 million movie -- the most expensive in Miramax's history -- is now 2 hours 40 minutes long, and he insists it's the movie he wanted to make, even though there's a three-hour-plus version that is rumored to be his favorite. Still, if Scorsese and Weinstein's relationship was often strained, it clearly survived: They recently announced that Miramax would co-produce "The Aviator," a biographical picture about Howard Hughes that Scorsese will direct and in which Leonardo DiCaprio will star.

"He's a great master," says DiCaprio. He stars in "Gangs of New York" as Amsterdam Vallon, an Irish immigrant whose father is killed by Bill "The Butcher" Cutting (Daniel Day-Lewis) in 1846 and who, while seeking to avenge the murder 16 years later, falls in love with a pickpocket and occasional prostitute played by Cameron Diaz. "He needs to sit there and tinker with his art until he gets it absolutely perfect. It's irrelevant whether it came out this year or last year to me, as long as it comes out."

DiCaprio says he "committed right away" when he heard that Scorsese wanted him to play Vallon. "I wanted to do this movie more than anything. I wanted to be in a movie of this caliber, I wanted to work with the great American master and do a movie that people weren't going to forget." DiCaprio, who also put his own money into "Gangs of New York," says he and every other member of the cast and crew approached working with Scorsese with almost reverential awe. "Everyone was constantly on their toes and constantly focused," he recalls. "I've never seen a movie set quite like it. I wouldn't say it was a relaxed atmosphere on set. No one was really hanging around cracking jokes. Everyone was pretty serious about what they were doing, and that's a testament to everyone's respect for his work."

John C. Reilly, who plays a corrupt police officer in "Gangs of New York," still calls the director "Mr. Scorsese." "If it wasn't 'Mr. Scorsese' it was 'sir,' " Reilly says. "He would say, 'John, you can call me Marty, it's okay.' And I would start to say 'Marty' and I'd go 'M-M-M-Mister Scorsese.' I just couldn't do it, I just have so much respect for him."

For Day-Lewis's part, starring in "Gangs of New York" not only reunited him with Scorsese, with whom he worked on "The Age of Innocence," but it also drew him out of a five-year hiatus from film acting. "Partly for my own sake, but also for his, I wanted to know that if I went into this thing with him that I would be there wholeheartedly, for however long it took," Day-Lewis says. "And I would be an ally, not one of the naysayers. That would be true of any director I work with, but least of all would I wish to let him down."

Many bottles of Advil later, Scorsese is philosophical about his rows with Weinstein. "At times it wasn't all pleasant, but this is the nature of it," he says. "I knew that going in, and I could have decided not to do it. . . . I said to my wife a couple of weeks ago, I said, 'The reality is, if I knew then what I know now, I'd have done it again.' "

Taken Out by Oscar Perhaps it's appropriate that the American director best known for his contradictions should be embraced with such ambivalence in his own country. Scorsese has made something of a cinematic timeline of New York social history, but many viewers shy away from his dark visions of the city. Audiences and critics fawn over "The Sopranos," a direct descendant of "GoodFellas," which didn't have nearly the traction of the HBO series when it came out in 1990. Moments of Scorsese films have found their way into the popular consciousness, from would-be Reagan assassin John Hinckley's obsession with Jodie Foster's "Taxi Driver" character to a heroin overdose scene in "Pulp Fiction" that was a direct steal from Scorsese's 1978 documentary "American Boy" to the now-ubiquitous (and ever more meaningful) anthem "New York, New York." But Scorsese's films have never done particularly well at the box office -- his biggest hit was his 1991 remake of "Cape Fear" -- and he has never won an Oscar.

"It was quite a bitter disappointment on 'GoodFellas,' " admits Scorsese, who lost the Oscars for Best Director and Best Picture that year to Kevin Costner for "Dances With Wolves." "However, I understood. You know, the nature of a film like 'GoodFellas' is pretty nasty, and the Academy has to endorse a picture, in a sense. . . . And I had no problem with the trade-offs. I got to make some really interesting films, and that was the trade-off."

More than any other director working today, Scorsese has mastered the full grammar of cinema: He is equally as fluent with shots as he is with scenes -- what French critics call montage and mise-en-scene -- editing with whipsaw precision to create sequences of operatic intensity, yet also letting scenes play, in the process eliciting some of the most extraordinary screen performances of the past three decades. "Gangs of New York" begins and ends with complex, highly edited passages of men in bloody battle, but it also includes a sequence in which Day-Lewis, wrapped in an American flag and sitting in a rocking chair, simply talks to DiCaprio about the "spectacle of fearsome acts" that preserves the order of things. Those two impulses -- one toward restlessness, the other toward reflection, one of violence, one of contemplation, one attracted to the sacred, one to the profane -- would seem to have their roots in Scorsese's early life, when as a boy with chronic asthma he would observe Little Italy's Elizabeth Street from his family's apartment window.

Scorsese was often too ill to go outside and play, so the window frame became a movie screen -- with the same 1.66:1 aspect ratio, he says, of the Italian films his parents loved -- and little movies would unfold before his eyes, full of drama and action and pathos. Scorsese studied to be a priest, but he fell in love -- with girls and rock-and-roll and, above all, movies. He attended New York University's film school, where he made his first films, which are now legendary: "What's a Nice Girl Like You Doing in a Place Like This" and "It's Not Just You, Murray!" They anticipated Scorsese's later work, in their kinetic energy, vernacular wit, paranoia and fascination with the bonds between men.

And always, in Scorsese's films, there has been the undertone of ritualized, even fetishized violence, often tribal, sometimes personal, always very bloody. It reaches its apotheosis in "Gangs of New York," in which blood spurts, runs, sprays and seeps with operatic profligacy. This from a man who insists that he's mellowed. "I've gotten older," he says unconvincingly. "I'm 60 years old now, I have a 3-year-old blond-haired, blue-eyed Scorsese for the first time." Scorsese married his fifth wife, book editor Helen Morris, in 1999. Since the arrival of their daughter that year, the director known for his insistence on control has learned the art of letting go.

"You get up in the morning, the whole house now is completely taken over. I have a little room left in the top there. And my wife had a dog, Silas, who was blind, incontinent, half-deaf and had eczema, you couldn't walk. And then finally I get to my dressing room, I'm looking for my collar stays. Where's the other stay? Where is it? And the kid is running in, 'Mama, Mama, Mama.' All right, okay." Scorsese bursts into a fusillade of laughter. "You know, it's okay! So one part of the collar has a stay, the other one doesn't, you'll get through it! You'll live!"

Learning Through the Past Throughout his 34-year career, Scorsese has balanced a fascination with chaos with a deep need for connection, whether it's with a family or with the past. At heart he is a preservationist, both of the material culture of film -- the Film Foundation, which he co-founded in 1990, has been responsible for the preservation and restoration of hundreds of movies -- and of cultures themselves on film. He has not only contributed vivid fictional and documentary portraits of Italian American life in his own movies, but he often executive-produces projects from as far afield as Russia and Kazakhstan. He's produced documentaries about the history of Italian and American cinema, and he executive-produced a PBS documentary series about the history of the blues, which will be seen in 2003.

In "Gangs of New York," Scorsese captures the churn of an evolving democracy, celebrating the emergence of a vital new polyglot culture even as he acknowledges the European culture that had to be abandoned to create it. "What fascinates Marty is how much the city is constantly being reborn," says Scorsese's longtime editor, Thelma Schoonmaker. "It's what makes it strong and fascinating but also dangerous, this constant turning-over, of new groups coming in and being absorbed and starting to exploit the next group. He's also interested in what they gave up when they came here. They may have gotten economic security and safety and cleanliness, but they gave up their religion and culture and language and music, and Marty's always been very worried about that."

Scorsese's a compulsive historian, even of his own family, making duplicate negatives of every family photograph. "I think it's wrong just to throw it away," he says of the past. "It's wrong not to try to understand. Just the idea of what we go through in societies and cultures and civilizations. I haven't gotten through Gibbon yet," he says, referring to "The Decline and Fall of the Roman Empire." "But where did it begin to go wrong and why, morally, culturally, did it break down?"

Scorsese tells the story of visiting his favorite church in Rome, St. Clement's, where archaeologists are still excavating centuries' worth of artifacts, and where different altars stood at the same location on each level over hundreds of years. "By the time you get to the 4th century, it's the early Christian church, then the 5th century, and then something happens," Scorsese says. "There's a complete break. It's the Dark Ages. And the nature of what's left of that church that represents the Dark Ages, the marble floor, is very different. Basically, they took pieces that were left over, chipped pieces of marble from the old buildings, and they just put them in. It's very crude."

Nowhere is violence as generative a force for Scorsese as it is in the accelerated, ritualized aggression of the opening sequence in "Gangs of New York," in which a gang of Irish immigrants marches to battle through underground passages that look at once medieval and 19th-century American. Their footsteps are overlaid with the rhythms of a fife and drum, the sounds of a goat sacrifice and a 94-year-old Mississippi bluesman named Othar Turner playing a snare drum. The march ends in an anarchic tribal battle of stylized savagery, set to unmistakably contemporary music by Peter Gabriel. "In my mind it went back to what I saw in Saint Clement's," Scorsese says of the scene, which he intended to be a disorienting jumble of epochs and cultures. "It was amazing to see civilization just destroyed, gone, and then they start to put it back together. It was like post-apocalyptic. Fragments. Everything broken."

Taking shards of fact and fiction, as well as pieces of his own films and glimpses of his always contradictory subconscious, Scorsese hasn't filmed "Gangs of New York" as much as burned it into his signature brand of myth and history. The result, from the first frame to the film's unforgettable final image, is the most ambitious fancy yet to emerge from American cinema's most feverish brain.

The filmmaker first optioned the book "Gangs of New York" in the '70s, but, he says now, "I doubt I was even ready to make it." Twenty years later, he was.Daniel Day-Lewis, left, and Leonardo DiCaprio star in "Gangs of New York," which opens Friday.