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This third and final installment of Hong Kong's most ambitious blockbuster franchise takes place a year after the period of this first film with equal time given to flashbacks taking place a few years prior. The abundant flashbacks allow filmmakers Andrew Lau) filmmakers to bring back three big stars (Leung, Wong, and Tsang) even though all of their characters died in the first film.

Aside from a bigger role for rising star Chapman To, the new faces in Infernal Affairs III include last year's Golden Horse Award-winner Leon Lai and respected Chinese actor Chen Daoming

Lai plays Yeung, the cold-hearted and apprehensive police executive. Chen -- the best actior in Zhang Yimou's martial arts epic from last year, Hero, in the role of China's first Emperor, plays Shen -- is a Chinese businessman involved in arms smuggling with Sam while also conspiring with Yeung. As he did in Hero, Chen steals every scene he is in here -- even though his character is the least explained and most confusing part of the film.

In the first film, Ming was promoted to the Internal Affairs division to find the triad mole (actually himself) and Part III begins with a committee exonerating him for the bloodshed that left Yan, Superintendent Wong, and another triad mole dead. His next assignment is to continue searching for a triad mole, who has been covering his tracks by systematically executing other moles on the force. Yeung, who holds

clandestine meetings with both Shen and Sam, becomes the target of the IA investigation, with, of course, a strong possibility remaining that the guilty party is Ming himself, even though he longs to become a "good guy."

But the daily suppression of his corrupt past finally proves too much for Ming, and a dominant narrative strand in Part III is his gradual psychological breakdown. We were offered a glimpse into his pathology in the prequel, when the young Ming covets his surrogate mother (Carina Lau, and, in a twist on the usual Oedipal narrative, also has her killed. His madness becomes visualized in hallucinations, evoking more appearances by Leung, as Ming convinces himself that he is also a good guy forced to be bad.

The psychological drama dovetails with more details of Yan's story, revisiting his therapy sessions with Dr. Lee, played by pop star Kelly Chen. But this part of the film seems rather contrived, especially with the desperate suggestion of a romance plot between doctor and patient. In a sappy portrayal of the psychiatric profession, we're privy to lengthy sessions of Dr. Lee weeping for the slain Yan. Add Chen's amateur acting skills, and the only relief in these scenes is the always brilliant comic charm of Leung.

The film returns to the sleek visual style of the first movie, accentuating a sense of post-industrial Hong Kong in the decor of the police headquarters. But with the introduction of a few Mandarin speaking Chinese characters, as well as references to Taiwanese repatriates and arms dealers, this epic also suggests the growth of a greater China.

A huge window in Yeung's executive office looks out on Victoria Harbor, its view limited to ships and cranes without showing Hong Kong's recognizable skyline.

And so when a Chinese freighter slowly creeps by in the background, coincidently at a crucial climactic moment, we might think we are in Shanghai's Pudong district or the Pearl River Delta. Gone are those good old days from Part II of a freewheeling, colorful Hong Kong.

After all, as Shen tells a recession-weary Sam flirting with the Chinese market, a Hong Kong gangster will never outlive a Chinese businessman.

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