Few films have as intriguing a history as Brazil. Director Terry Gilliam's battles with Universal studio executives are now legendary. If it weren't for a clandestine showing that Gilliam arranged for Los Angeles film critics--who soon afterwards named Brazil as the best picture of 1985--we might have never seen Brazil in America, except for a studio-endorsed version shorn of over 40 minutes.

This battle for Brazil is well-documented in a new three-disc DVD set from The Criterion Collection. Disc One contains a new, pristine widescreen transfer from materials assembled by Terry Gilliam himself. Using materials from both the American and European versions, Gilliam has pieced together the most complete version of Brazil yet. This 142-minute version features audio commentary from Terry Gilliam on a separate audio track. Disc Two contains a wealth of information about the movie. The history of the movie's screenplay is represented by interviews with screenwriters Tom Stoppard and Charles McKeown. Extensive excerpts from several Brazil screenplays are also included, allowing you to judge how the movie was changed by each of its writers. Composer Michael Kamen talks about scoring Brazil ("The bar mitzvah song?" he incredulously asked Gilliam during their initial conversations), costume designer James Acheson talks about fantasy and fascism, and production designer Norman Garwood talks about the look of Brazil. In addition, storyboards for Terry Gilliam's original dream sequences include material that didn't make it into the movie--such as a scene involving hundreds of giant eyeballs. But possibly the most fascinating material on this disc is a 60-minute Criterion documentary by journalist Jack Mathews that records Gilliam's battles with the Universal studio executives. This documentary, "The Battle of Brazil," includes interviews with several of the executives involved, including telephone interviews with Sidney Sheinberg, who led the charge to drastically shorten Brazil and give it a more positive, life-affirming vision. Disc Three contains the "Love Conquers All" version of Brazil. This 94-minute cut--which occasionally shows up on commercial television--rearranges scenes and deletes others altogether in hopes of making the movie more palatable for a wide audience. This version contains all the changes that Gilliam refused to make, including the infamous happy ending. Journalist David Morgan provides audio commentary on this disc.

Of course, even with all the extras on this three-disc set, the real attraction is still Brazil itself. It's one of the most stunning movies ever created, with magnificent sets that create an overwhelmingly oppressive atmosphere. We get very few glimpses of sky--except for Sam's dreams, where he soars through the heavens with the help of an enormous set of wings. When he's awake, Sam (Jonathan Pryce) struggles in a dead-end job--but he likes it that way. His old friend, Jack Lint (Michael Palin), warns him about Records: "It's impossible to get noticed." And Sam says, "I know. It's wonderful. Marvelous. Perfect." Sam loves the anonymity that his job gives him, for he isn't concerned with his material life. He even refuses the promotions arranged by his mother (Katherine Helmond). He lives for his dreams, in which he seeks his dream girl (Kim Greist). When Sam encounters a woman, Jill, who looks exactly like his dream girl, Sam's world completely changes. No longer can he hide. He must take action or she may disappear forever.

Sam and Jill would never normally have met. However, due to a error--precipitated when a beetle falls into a computer printer and causes a malfunction--an arrest warrant is issued for the man, Mr. Buttle, who lives below Jill in a high-rise apartment building (ironically named "Shangri-La Towers"). Sam first sees her face on a security monitor as he approaches Records one morning: Jill has come to Records to present "Wrongful Arrest" papers so that Mr. Buttle will be released. However, in the world of Brazil, paperwork always needs another stamp of authorization. Therefore, she is turned away.

Director Terry Gilliam makes this world of bureaucracy and paper shuffling look absolutely stifling. It's as if the Nazis won WWII. "Suspicion breeds confidence," screams a poster. Meanwhile, the technology is stuck in the '50s. Sam lives in a retro home of the future. When he wakes in the morning, all his gadgets (like Rube Goldberg devices) spring into action: a stopper descends in the bathtub, bread drops into the toaster, his wardrobe slides from the wall, etc. Unfortunately, however, the equipment is cumbersome: for example, placing a telephone call means struggling with a mass of switchboard plugs. In addition, the equipment meant to save time only causes greater headaches--as when Sam's automated kitchen pours his morning coffee on top of his toast. This world is a masterpiece of inefficiency. So it's not surprising that a community of terrorists exist, who attempt to undermine the efforts of the state. Harry Tuttle (Robert De Niro) is one of the rebels. But ironically his main crimes stem from unauthorized repair jobs. He monitors the distress calls of citizens to the state-authorized repair office--Central Services--and when no help is delivered, he springs into action: "I came into this game for the action," he says. "The excitement. Go anywhere. Travel light. Go in. Get out. Wherever there's trouble. A man alone. Now they got the whole country sectioned off. Can't make a move without a form."

Medical technology is caught in a '50s time warp as well. Sam's mother undergoes facial treatments that look more like torture sessions. Her surgeon twists and pulls her skin as if it were Silly Putty. Meanwhile, a friend of Sam's mother undergoes acid treatments that continue to go awry: "My complication had a little complication," she says, now totally swathed in bandages. Nonetheless, she still shops for "romantic lingerie": "Picture me in this," she says in sing-songy tones while waving a particularly naughty g-string outfit.

It's not hard to imagine the reaction of Universal studio executives upon their initial screening of Brazil. They had never seen anything like it before. If you have to reach for comparisons, you could grasp for Metropolis or 1984, yet these comparisons aren't really accurate. Brazil isn't particularly interested in the future. It takes place in its own alternate reality, a world of massive, high-rise buildings combined with retro '50s technology. Computers have tiny, four-inch monitors and old-fashioned teletype keyboards. Homes are filled with ducts that gurgle and roar as if they're all part of an omnipresent living organism. And the Sam Lowry character invites comparisons with Walter Mitty, yet Sam's dreams are very different from Walter Mitty's. They represent an escape from the nightmare of overbearing technology. Few people are happy in this world. It's a world of bureaucracy, paperwork, oppression, and torture. Yet Terry Gilliam and screenwriters Tom Stoppard and Charles McKeown have given this world a dark sense of humor worthy of Stanley Kubrick's Dr. Strangelove. When studio executives saw Gilliam's cut, they gasped--partly in awe of Gilliam's vision and partly in anguish: how could they sell this movie? They feared it was an art house movie, but they wanted to sell it in shopping malls.

Universal executive Sidney Sheinberg saw a way out of this situation, but it meant drastic editing changes. He envisioned giving the movie a more optimistic tone by emphasizing the romance between Sam and Jill. He wanted a movie about the power of love to conquer all obstacles, and he wanted a new ending where Sam and Jill would find happiness together. Of course, Terry Gilliam refused to be involved in the changes that Sheinberg recommended. While studio executives pleaded with Gilliam to cooperate, he recognized that their editing requests would mean eviscerating his vision. He opted for guerrilla measures instead. Without the consent of Universal, he allowed for Brazil to be screened for film critics in Los Angeles--and they loved it. Sensing a cause in the making, they bestowed their best picture award upon Brazil and they gave the best director award to Terry Gilliam. Soon afterwards, Universal succumbed to the mounting pressure and released Terry Gilliam's version.

Still, there are differences between the European and American versions of Brazil. For example, the American version begins with the camera soaring through clouds--Sam's dream vision--while the European version begins with an explosion in an appliance store. This Criterion Collection DVD release has allowed Terry Gilliam to put together the ultimate version of Brazil. This new version contains about 11 minutes of footage not in the American version.

I wanted to see how the 142-minute Criterion Collection version differs from the 131-minute American version previously available from MCA/Universal Home Video, so I set the two versions running together side-by-side. I discovered that many of the edits for the American version were designed to simply speed up scenes. A couple seconds are missing here, a few frames are missing there. Sometimes these seconds contain important material. For examle, before the stormtroppers descend on the Buttle's apartment, the Criterion Collection version includes a couple seconds of the mother and daughter talking: this shot helps you recognize the girl later in the movie when Sam encounters her on the street. In the American version, it's difficult to make this connection for we don't see the mother and daughter together. And soon afterwards, when the stormtroopers smash down the door and slap a hooded straight jacket over Mr. Buttle's head, the arresting officer reads the charges against Buttle. In the Criterion Collection version, the officer reads an absurdly long form number. In the American version, the form number is lopped in half. Admittedly these changes don't have a profound effect on the movie; but vigilant viewers will find at least a couple dozen examples like these--and the cumulative effect of the edits begins to rob the movie of texture. Other restored material has a more significant impact on the movie. Here is a partial list of some of the most significant restored material: 1) During a dinner table conversion, a friend of Sam's mother talks about acid treatments for removing wrinkles; 2) In a scene with Sam's boss, Mr. Kurtzmann, Sam determines that Mr. Buttle was overcharged for "information retrieval"--which helps us understand why a reimbursement check exists; 3) a dream-sequence encounter with a samurai warrior has been extended by over 30 seconds and moved to a different part of the movie (in the Criterion Collection version it appears during the scene when Sam attempts to give a reimbursement check to Mrs. Buttle, while in the American version it appears much later--when Sam is knocked unconscious by the butt of a stormtrooper's gun); 4) Sam and Jill's romantic encounter at Sam's mother's apartment has been extended by 50 seconds; 5) after Sam is arrested, a lengthy sequence (3m 45s) shows administrative officials reading Sam's offenses and talking to him about loan plans for paying the information retrieval costs (this is the single most lengthy addition to the movie), followed by Mr. Helpmann (dressed like Santa Claus) visiting Sam in his padded cell. All of this footage, with possibly the exception of Sam and Jill's romantic encounter, is a welcome addition to the Criterion Collection version. It helps deepen our understanding of how Sam's world operates and it helps us understand Sam's reaction to this world. Now we get to experience the sight of administrative officials talking about loans for information retrieval in smug, perfunctory, business-like tones--even as shadows from torture victims drift by in the background.

On at least one occasion, the Criterion Collection disc is missing footage available in the American version. This deletion occurs when Sam visits his mother while the surgeon is stretching and pulling her facial skin. The surgeon wraps her face in plastic and presents her to Sam: "And already she's twice as beautiful as she was before!" he says. In the American version, Sam (somewhat inexplicably) then mutters, "My god. It works." This line is missing in the Criterion Collection, and I welcome the deletion. I've always struggled with this line. Sam certainly doesn't believe the treatment is having any effect; however, actor Jonathan Pryce says the line without any hint of irony.

In this Criterion Collection version, Terry Gilliam also opted for the European ending--which in his own words is "uncompromising." [SPOILERS COMING.] It leaves Sam isolated in the torture room as the credits begin to roll. Gilliam sees this scene as Sam's victory over the system. He has escaped into his own mind. However, this ending only allows us an external view of Sam, and thus it's a harsh view. It doesn't allow us inside his mind, to experience his escape first hand. We can only guess at the visions playing out in his mind. In contrast, the American version contains a wonderful dissolve that reveals Sam in the clouds.

Brazil is now available on DVD from The Criterion Collection. Suggested retail price: $59.95. This three-disc set gathers footage from both the European and American versions. Disc One includes the complete 142-minute, widescreen final cut version (1.85:1 aspect ratio). This disc also features audio commentary by Terry Gilliam. Disc Two includes Rob Hedden's 30-minute on-set documentary, "What is Brazil?"; a 60-minute Criterion Collection original documentary by Jack Mathews, "The Battle of Brazil"; storyboards of the original dream sequences; interviews with screenwriters Tom Stoppard and Charles McKeown; production stills; script development information and script excerpts; and much more. Disc Three features the 94-minute "Love Conquers All Version," which includes all the changes that Terry Gilliam refused to make, from the alternate opening to the controversial ending. This disc features audio commentary by journalist David Morgan.