By ELVIS MITCHELL (NYT) 1299 words
Maybe they were lured away by the blockbuster ''X2'' or by the sun making one of its novel spring appearances, but people were not exactly flocking to the opening days of the second annual TriBeCa Film Festival last weekend. Maybe they even considered the weekend's lineup, billed as family-friendly, as not really the start of the event. But now, as the festival approaches its final weekend, moviegoers have the opportunity to experience a phenomenon generally limited to new parents, fraternity pledges and graduate students: sleep deprivation so pronounced that it affects judgment. The festival is offering a blizzard of choices, including midnight shows.

The TriBeCa festival seems to be getting into gear, presenting a wealth of competition films as well as showcases and big-deal studio premieres through Sunday.

The insanely gorgeous competition documentary on surfing obsession, ''Step Into Liquid'' -- directed by Dana Brown and photographed by John-Paul Beeghly in hypnotic gradations of aquamarine -- will send you into a dream state. ''MC5 * A True Testimonial,'' on the other hand, David C. Thomas's documentary on protopunkers, will probably blast you out of any reverie as that band kicks out the jams and most viewers' cochleae.

Possibly adding to the lack of rest is ''Once Upon a Time in America,'' Sergio Leone's last work, his lusciously mordant gangster picture from 1984. Leone distends time by using the ringing of a telephone as a transportive narrative mechanism in that film's first 10 minutes. The jangling is at first shocking -- it rouses the crime figure Noodles (Robert De Niro) from an opiate stupor -- then irritating, as Leone cuts from the opium den to a warehouse fire, where Noodles sees the corpses of his colleagues, buddies since childhood.

The sequence then flashes back to a speak-easy, where Noodles pads around with his friends, flushed with the arrogance of success, and finally back to the smoky den. It is as audacious and evocative a device as any in film history; all told, the phone rings 24 times before Noodles comes out of his druggy fog.

Leone's rambling, stately epic runs 161 minutes in this version, 2 minutes longer than the longest American theatrical version. (For aficionados aching for the legendary four-hour Italian cut, this will have to suffice, though Christopher Frayling, in his book ''Sergio Leone: Something to Do With Death,'' casts doubt on that cut's existence.) Mr. De Niro's portrayal conveys superb control and a delicate tension; it may be the last great performance posited on stillness.

Two of Leone's six major films are being shown at the festival, the other being ''The Good, the Bad and the Ugly,'' Leone's voluptuous expressionist Western masterwork. The TriBeCa screening is a much heftier version that restores several scenes that never played in any English-language release. Clint Eastwood and Eli Wallach returned to dub new English dialogue for the scenes.

There are other seductive films in the festival that play on a much smaller scale, like the dramatic competition feature ''Bought and Sold.'' Written and directed by Michael Tolajian, ''Sold'' focuses on the ambitious young Ray Ray (Rafael Sardina). Grinding away as a shoe salesman in his Jersey City neighborhood, he is not close to making enough money to buy the turntables that will set him free to work his wheels-of-steel artistry as a D.J. And there are other problems with his job: his icy-cool running buddy, Papo (Frank Harts), tells Ray Ray that he ''smells like a bad Greek salad'' after hours of handling customers' feet.

To get what he wants out of life -- which includes satisfying the material needs of his girlfriend, who is making a career out of beautician school -- Ray Ray goes to work for a neighborhood thug and motivator, Chunks Colon (the always welcome Joe Grifasi). When he is fixating on the byplay among his characters, Mr. Tolajian creates an enjoyably relaxed vibe, particularly with Ray Ray and Papo, whose 1966 Lincoln convertible is so beautiful that if ''Sold'' were a studio picture, the vehicle would be the star.

Capably spoofing the myopic machismo of guys in a manner reminiscent of Spike Lee, Mr. Tolajian gets solid work out of his cast. ''Sold'' generates friction as Chunks adds a streak of grittiness to his friendly disposition. But the movie takes a shaky turn as it ventures into sentimental territory: Ray Ray takes a liking to a flinty pawnshop owner (David Margulies) whom Chunks wants to shake down.

''Bought and Sold'' has its allure, though, as does Robert Parigi's spooky and deadpan suspense film ''Love Object.'' ''Object'' is a kinky, eroticized spin on the 1945 horror film ''Dead of Night.'' The object of the title is the lifelike anatomically correct, life-size sex doll that a lonely-guy copywriter, Kenneth (Desmond Harrington), orders and develops a queasy attachment to. When he begins a romance with a co-worker (Melissa Sagemiller), he subtly persuades the living, breathing woman to dress like Nikki, his doll, and the dizzy creepiness deepens.

Mr. Parigi has more ideas than he is able to exploit effectively, partly because of budget and also because he is not quite up to polishing his vision sufficiently. His savvy tells him to make the pleasant-looking but pallid Kenneth the real threat in a film that includes Udo Kier oozing through the halls as a neighbor and Rip Torn balefully bellowing salutations as his boss. Mr. Parigi treats his material as if it were an art installation. This approach that works well in scenes set in the flat, ugly office where Kenneth writes: Workspace of the Living Dead. And ''Object'' has legitimately disturbing moments; in one, Kenneth leans in for a first kiss with Nikki and takes in a mouthful of foam packing peanuts.

Something that is almost as scary are the outsize specimens of manhood on parade in ''Sumo East and West,'' the director Ferne Pearlstein's competition documentary on the world of sumo wrestling. When she moves her camera in close on the combatants -- including the side-of-beef celebrity sumo wrestler Manny Yarbrough -- you can see the muscle and sinew at play on the bodies of these men, who resemble giant toddlers. There is an actual culture clash here because the movie centers on the invasion of the sport by Americans, particularly Hawaiians, like the seemingly gentle Wayne Vierra, who is determined to break through the pro-Japanese grip of the sport.

This film requires a tolerance for the spectacle of crashing wads of cellulite. As Mr. Vierra observes about his initial apprehension toward the sumo life, ''The thought of wearing a diaper just didn't bring me close to the sport.'' But such apprehensions shouldn't keep you away from the movie, or from the festival.

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