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Zentropa is literally a mesmerizing film. As it begins, a hypnotist’s voice (Max von Sydow) directs you to go “deeper and deeper” as he counts to ten. You are watching train tracks disappear faster and faster beneath you as if you were the train’s conductor. You feel almost dizzy but if you were to lose your balance you would be crushed. You are dragged into the movie fighting for your own consciousness….

Thus begins a vertiginous nightmare — shot by legendary cinematographer Henning Bendtsen, Carl Theodore Dreyer’s DP — which unfolds in an extraordinary black and white world of pristine formalism. He makes stunning and frequent use of the vintage cinematic technique of backlighting, in which an image in the foreground is shot against a moving image in the background. This world is randomly punctured with color of a strange mercurochrome-tinge that gives the characters the unhealthy glow of hand-painted daguerreotypes. There is one underwater shot of bleeding that is extraordinary.

Zentropa is a visual tour de force of eerie displacement and disquiet. Though the film was shot in Poland because the trains there still run on steam, it takes place in immediate postwar Germany, which itself looks like a creepy, decrepit set for a movie about a nightmare. The backlit scenes create both a weird visual instability and a convincing sense of being in 1945. We are trapped in a Kafkaesque landscape somewhere between METROPOLIS and THE THIRD MAN.

The story is about a young American pacifist, Leopold Kessler, (Jean-Marc Barr) who takes a menial job on a train because “it’s time for someone to show some kindness to Germany.” He is taken in hand by Uncle Kessler (Ernst Hugo Jaregard), who drills him in the proper execution of his servile tasks. (EG: As once was the norm in Europe, shoes left outside the cabin are to be polished, when polished they must be marked with chalk and returned to the right door. Uncle Kessler regards this duty as sacred.) The deadening of rote tasks is played off against larger and larger portents of danger.

Barr’s eyes are at once deep and penetrating, yet unable to make sense of what he sees. Step by step, he is drawn into a plot in which his attempts to be good are coldly exploited. All of the characters seem to have been spawned by other movies – in a brilliant way. There is the compromised train magnate (Udo Kier) and his seductress daughter (Barbara Sukowa) who might have shown up from MEPHISTO or even SCHINDLER’S LIST, and the sinister American colonel (Eddie Constantine), who struck me as quite possibly the person who found Dr. Strangelove for the Pentagon. Von Trier taps the movie imagery which has become the vocabulary for our own nightmares – huge, theatrical shadows; footsteps following us; night trains whose tracks will end in the barren countryside of death. We, like Leopold, are sleepers desperately trying to rouse ourselves as the primal fear creeps closer and closer. We don’t know what it all means but we are convinced we must wake up or we will die.

Lars von Trier, is a Danish director whose phobias and fetishes are as well known off screen as on. ZENTROPA (its original name is EUROPA) is the last in his “E” trilogy – including THE ELEMENTS OF CRIME and EPIDEMIC. The trilogy has attracted reams of airy film theory, but in one of the several interviews included in the Criterion set, von Trier himself suggests that its triple nature may be only due to co-author Niels Vorstel’s affection for “E” word titles. We also learn that the aristocratic “von” in the director’s name is really the nickname he earned in film school for both talent and arrogance. And a head’s up to the squeamish – among the “extras” on the second disk is a self-indulgent “documentary” about the toilets in the dreadful Polish resort where the cast and crew stayed during filming. It begins with a close-up of a brimming bowlful of shit.

This film is the master opus of a cinematic control freak in the full flush of his obsessions. The work he did after, including the Oscar winning BREAKING THE WAVES, is a total departure. After this, he co-authored the Dogme 95 manifesto, which proclaimed the supremacy of natural lighting, hand-held camera, location shooting and method acting. It also put Danish filmmaking back on the map after years of what Cahiers du Cinema once called the cinema of “quality,” like PELLE THE CONQUEROR. One senses he would like to think of himself as the Danish Truffaut. At least.

History will decide if Dogme was a publicity stunt or whether it brought any significant improvement to von Trier’s work. What I can say is that ZENTROPA is often spectacular visually, a feast of inventive ideas and interpolated historic techniques. Its images linger against the will, even if its significance may not be that significant after all.