Ever since Martin Scorsese started making big money, epic films about boys growing up in rough immigrant neighborhoods they have become an American institution. Perhaps this theme represents the self-made history of our country to many people. Berry Levin son's "Sleepers," an adaptation of Lorenzo Carcaterra's 1995 book about growing up in Manhattan's Hell's Kitchen, is in many ways part of this tradition. As the film opens, a date, that places the action sometime in the mid-60s, is dissolved into sweeping shots of a chaotic and colorful neighborhood. "We felt like the city belonged to us," a young voice with a thick New York accent narrates. "It was our concrete kingdom." The camera then cranes up from the fruit carts and arguing shop owners to reveal fou r young teenage boys sunning on a rooftop. In this manner we are introduced to Shakes, the narrator, and his three buddies John, Tom, and Mike.

But despite the use of conventions like this Levinson manages to create an intelligent film that does a rare job of characterizing the ambiguity of life's moral decision making.

Hell's Kitchen in the 60s is not just a world of stick ball and petty pranks, it contains domestic violence and violent crime as well. In the midst of this confusing world the boys have two mentors: King Benny (Vittorio Gassman), a soft spoken mob boss, and Father Bobby (Robert De Nero), a tough, cigarette smoking, Catholic priest. No simple moral distinctions are made between these two characters or the institutions they represent, and Shakes works both as a runner and an alter boy.

The acting in "Sleepers" is a leap above that of most films. De Nero is convincing as a priest with a thug past, and Vittorio Gassman plays his stoic mob boss unpretentiously. The supporting acting is excellent too. Frank Medrano, for example, delivers an outstanding performance as a Puerto Rican shop owner named Fat Mancho. In an early scene he tells the boys that they need to start acting hard because the tuff guys in the neighborhood "will eat you like an hors d'oeuvre and forget about you by dessert."

The boys are toughened up soon enough when they are sentenced to a year at the Wilkinson Home for Boys after one of their street pranks almost kills a man. At this correction facility they are routinely abused and raped by a group of guards lead by Sean Nokes (Kevin Bacon). Father Bobby visits regularly but can only provide them with moral support. The experience of being sleepers (inmates at the boy's home) scars them all for life.

The second part of the film takes place in the early 1980s after the boys have grown up and gone their separate ways. Tommy (Ron Elgard) and John (Billy Crudup) have become professional killers in a gang in the old neighborhood, Michael (Brad Pitt) has ma de it as an assistant district attorney, and Shakes, a.k.a. Lorenzo (Jason Patric), is taking his first steps in a journalism career. They all come together after a chance meeting leads to Tommy and John killing one of the old guards from the Wilkinson Ho me for Boys. The two are charged with murder and Michael invents a complex court scheme that is aimed at getting Tommy and John off, as well as avenging the other guards. Once again difficult moral decisions have to be made. Lorenzo, who aids Michael in a ll sorts of illegal ways, is forced to question his loyalty to his two friends who, in the words of Fat Mancho, "have killed more people than cancer". And Father Robby has to decide if he can allow himself to lie while in the witness stand.

The acting continues to be remarkably strong. Dustin Hoffman contributes a precious performance as a washed up weasel lawyer blackmailed by King Benny to partake in the court case. And Minnie Driver does an excellent job playing Carol, an old neighborhood girl whose failed relationship with Michael is related back to the Wilkinson Home for Boys.

Despite the involvement of the old characters the film changes course in this second part. It employs many conventions of revenge and courtroom drama movies. Yet it does so with an intelligent story and many superb performances. "Sleepers" is a genre base d movie that wants to make big bucks at the box office. But despite this it succeeds in being a film worth paying money to see.

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