RELEASED IN 1974 and directed by Francis Ford Coppola, "The Godfather: Part II" is part sequel and part flashback to the first film with the main story focusing on Michael (Al Pacino) in the late 50s as the stalwart Corleone son who has taken over as 'Godfather' with events taking place at Lake Tahoe, Miami, New York City, Havana (during the Cuban Revolution), and a congressional committee in Washington DC. The flashbacks concern Vito Corleone as a kid in Sicily and his arrival to Ellis Island with the story focusing on Vito's life in New York City when he was in his mid-to-late 20s (Robert De Niro) where he cleverly and boldly establishes himself as the formidable new Don.

MAIN CAST: Robert Duvall plays the adopted lawyer son, Tom, while John Cazale appears as the weakest Corleone son, Fredo. Diane Keaton returns as Michael's wife, who tries to put out of her mind her husband's shady business with Talia Shire reprising the role of Corleone sister, Connie.

The good news is that the flashbacks pertaining to Vito (De Niro) are good, starting with the shocking opening scenes. The saga of Michael (Pacino), by contrast, is relatively dull, particularly the first half, which mostly involves overlong scenes of talky drama. Michael's story simply lacks the energy and highlight-every-15-minutes of the prior film. Moreover, Pacino is thoroughly one-note solemn as Michael, lacking the character's interesting story arc in the first installment and the dimension of the third. I'm not blaming Pacino, as he simply played the role as written and does it well. I'm just saying that he's not a very captivating character, particularly compared to Brando or De Niro as Vito. He's just too one-dimensional and therefore uninteresting. Thankfully, things perk up in the second half culminating with an explosive showdown between Michael and Kay, which had to happen in light of the climatic scene of the previous movie.

The moral of the story rings loud and clear: Choosing the life of organized crime will result in a grim life of constant heartache and premature death all around you. Life's hard enough without taking that shady route.

Bottom line: This is a worthwhile crime drama with some highlights, but IMHO it's not in the same league as the first movie in overall entertainment. It's good for what it is, but it's overrated by people who can't see beyond nostalgia-tinged glasses. If you're a fan of the first film it's almost mandatory that you watch this one; just don't expect the same dynamic greatness. I know it's sacrilege to say this, but Part II is on par with Part III in tone and quality, although I personally give Part III the edge in all-around entertainment value.

THE FILM RUNS 3 hours & 22 minutes (overlong) and was shot in Sicily & Friuli-Venezia Giulia, Italy; the New York City area; Lake Tahoe, California; Santo Domingo, Dominican Republic; Acireale, Catania; Las Vegas; and Washington DC. WRITERS: Coppola & Mario Puzo.

GRADE: B