As a long-time fan of David Bowie, and of director Nicolas Roeg's masterful "Don't Look Now," I expected to be thrilled with my first viewing of "The Man Who Fell To Earth" many years ago. Unfortunately, my experience involved a bastardized cut of the film (I didn't know at the time), with poor picture and sound, which left me pretty cold, and wondering why they bothered. Fortunately, I did manage to catch Roeg's complete cut some years later, and my impression improved. Slightly.

Now, we have Anchor Bay's new double-disc DVD release, completely restored from the original negative, with an astounding 5.1 sound mix, forcing me to see the film in an entirely different light. Or maybe I'm just older and wiser now. Could be. All I know is this film now ranks among my favorites, and merits a serious look from anyone who wants to groove on the power of cinema.

Much ado was made (and still is) about this being David Bowie's feature debut - and his reputation certainly propelled the film into near-instant cult status - but it's anything but a vanity vehicle for a rock star with dramatic aspirations; Bowie reportedly took on the project for no other reason than it looked interesting. Entrenched in the eerie, pseudo-fascist "Thin White Duke" phase of his career, Bowie is so whisper-slim, ghostlike and androgynous that picturing him as a sensitive alien in human clothing requires no suspension of belief whatsoever.

Bowie plays a space oddity from an unnamed world whose inhabitants are dying from lack of water. Having chosen Earth after watching our TV transmissions, he crash-lands, ironically, in the arid American Southwest. After struggling to get his bearings, the visitor goes about laying the foundation for a get-rich-quick scheme, marketing patents for miraculous futuristic gadgets (all of which have become reality - self-developing film; light- sensitive sunglasses; music-storage spheres that play like CDs). He chooses the name of Thomas Jerome Newton, and also selects an unlikely business partner: myopic, gay patent lawyer Oliver Farnsworth (Buck Henry, in a rare non- comic role), who becomes wealthy so fast he can't quite comprehend his situation.

As Farnsworth takes his position as president of the newly-formed World Enterprises, Newton remains a recluse, hiding out in a small Arizona hotel, where he's cared for by boozy but sweet-natured cleaning lady Mary Lou (Candy Clark), whose motherly concern for his well-being slowly grows into desperate affection.

As World Enterprises expands exponentially, Newton enlists the aid of academics in many fields - including idealistic Professor Nathan Bryce (Rip Torn), who decides to stop wasting his life banging co-eds and flies out to Newton's secret research facility in Arizona - where he confirms his suspicions about Newton's origins, and discovers how most of World Enterprises' profits are being spent.

Newton is apparently on the verge of completing a prototype for a fleet of interplanetary craft that will (presumably - it's never made entirely clear) transport much-needed water to his home planet. It's a noble pursuit, but there's danger looming: an unnamed government organization (represented by Bernie Casey as a suave but cold-hearted operative) wants to curtail W.E.'s runaway profits before they undermine the market. Meanwhile, Mary Lou's introduced Newton to the pleasures of sex and booze - both in large doses.

It's after one of their many gin-fueled fights that Newton chooses to reveal his true identity to his human lover, and does so by removing various prosthetic body parts - including his, ahem, bogus wedding tackle. After literally pissing herself in horror, Mary Lou tries to find some understanding of how his species has sex - something to do with secreting a semen-like substance through the skin and cavorting acrobatically in the resulting goo. She's not too impressed with that.

In a desperate move to speed his space-travel plans to completion, Newton foolishly begins to move large amounts of World Enterprises money around, forcing Creepy Government Dudes to take corrective action. Several betrayals and a couple of assassinations later, W.E. is nationalized, the space program is destroyed, and Newton is incarcerated in a posh prison - poked and prodded for decades by scientists trying to ascertain whether he really is from another world. Suffice to say things don't end on an up-note.

Considering he agreed to the project as a lark, Bowie invests himself completely in the role of Newton. Not that it's a stretch - I mean, let's face it, he's never looked entirely human - but his sincerity and intensity as a performer come through. The ability to subvert his own identity in alien-like characters has been a trademark of his musical career, and he slips into Newton's skin (literally) in much the same way. It's also noteworthy that Bowie's music does not make an appearance on the film's eclectic score - although he did write several songs that Roeg rejected. (Many of these ended up in Bowie's subsequent album, "Low.")

Although Bowie's wistful, translucent visage is the film's driving force, this is still Roeg's baby all the way. His visual sensibility ranks him among the best- trained cinematographers in movie history, proven by his work on David Lean's "Lawrence of Arabia," Truffaut's "Fahrenheit 451" and Roger Corman's "Masque of the Red Death." Although he achieved some critical nods for his directing debut "Walkabout," this one remains his most noteworthy, and for a few good reasons, the most obvious being it's incredible to look at. Images of the storm-swept desert are transformed into an alien landscape, and Newton's distant world becomes strangely familiar. Roeg's universe juxtaposes ordinary Earth objects with surreal alien visions, to the point where even an upset tray of cookies resembles a slo-mo fleet of flying saucers.

Roeg also plays fast-and-freaky in the edit room, in an attempt to give us a glimpse of Newton's non-linear perception of time (kind of like Billy Pilgrim in Vonnegut's "Slaughterhouse Five"). He also takes giant time-leaps with little or no warning; we realize that Newton does not age physically at the same rate as his human associates when they suddenly show up after a short absence sporting very convincing old-age makeup. This temporal tweaking takes a little getting used to, but makes sense in the context of the story, and gives the movie a strange, dreamlike atmosphere.

Roeg's expertise is plain to see here, thanks to Anchor Bay's reference-quality 2.35:1 presentation. Earth tones are set against shocking candy colors with razor-sharp clarity. The sun-baked exteriors combine with the inherent softness of '70s film stock to give some shots a hazy look, but I think it adds to that whole fever-dream feel. There's a couple of bleached-out frames near one reel change, but they're not too noticeable, and the contrast is striking. The new THX-approved 5.1 mix is quite a plus too, expanding the dreamscape a bit without playing too much with dimensional effects.

It's a damn shame they couldn't port over that David Bowie, Nic Roeg & Buck Henry commentary from Criterion's LV disc, but what they offer here is still top-notch. The second disc contains goodies like domestic and international trailers, which alternately sell the film as a trippy art-house experience, a Bowie star vehicle, or an action-packed sci-fi epic (one is narrated by William Shatner!); similarly-themed TV spots; a few interesting stills; and the original screenplay on CD-ROM.

The crown jewel, however, is a new 24-minute documentary featuring many of the participants (except Bowie - no big surprise there), all of whom reminisce fondly about making of the film. It all makes me nostalgic for the days when major films were created by people with ideas, not by marketing committees and focus groups. And it made me wonder if Candy Clark is an alien herself, since she apparently hasn't aged in the past 28 years.

Fans, rejoice; this one beats the pants off the previous Fox-Lorber DVD edition. Just don't toss out that Criterion LV yet. Newcomers, prepare for a uniquely '70s experience. It's worth the trip - if just for the view.