The Green Hills 16 in Nashville has the worst popcorn I've ever encountered, and that's really saying something. It tastes like stale rice cakes, and rice cakes are unpalatable enough when they're fresh, assuming they ever really are. Luckily, I didn't drive over 100 miles (one way) for the popcorn, or I would have had to hurt someone -- probably some spotty-faced usher who wasn't being paid enough to deal with the likes of me.

No, I was there for art. We don't get that in Decatur. Instead, we get Kirk Cameron making the world safe for the Second Coming. I expect that, but when even no Huntsville theaters decided to show "Shadow of the Vampire," my already simmering blood began a slow boil.

I truly do live in the sticks. All those Saturn V rockets at the U.S. Space and Rocket Center are just there to help the industrial recruiters fool unsuspecting Japanese businessmen into thinking this is a civilized enough place to put an automobile engine factory.

But enough of my problems and the obscene amounts of mileage I accumulate just to go to the movies. On with the review.

"Shadow of the Vampire" is loosely based on a true story in the sense that most of the characters in the movie were indeed real people who really did make the 1922 German silent classic "Nosferatu: A Symphony of Horror."

Everything else is made up.

First a little history.

"Nosferatu" is widely and justly regarded as the scariest, creepiest and all-around best vampire movie ever made. Director F.W. Murnau and producer/art director Albin Grau created stunningly horrific visuals and set pieces that other vampire movies are still copying. Compare "Nosferatu" to Francis Ford Coppola's 1992 film "Bram Stoker's Dracula," and you'll see what I mean.

Essentially, "Nosferatu" is Stoker's "Dracula" with the serial numbers filed off as part of an unsuccessful effort to keep Stoker's widow, who refused to grant Murnau the film rights to the novel, from suing.

Instead of Count Dracula, Murnau gives us Graf Orlok -- a gaunt, bald, rat-toothed and hollow-eyed vampire brought to undead life by actor Max Schreck.

Schreck has for years been the subject of various cinematic urban legends. One is that the name Schreck was simply a pseudonym for an unknown actor who appeared in no other films. Another is that Schreck was in reality Rudolf Klein-Rogge, who played Rotwang in Fritz Lang's 1927 classic "Metropolis."

Actually, Schreck was a well-regarded stage and film actor in his native Germany, but you can't let little things like that get in the way of a good story.

"Shadow of the Vampire" plays with the myths surrounding Schreck and asks the question, "What if Schreck really was a vampire?"

Murnau, played by John Malkovich, is a temperamental and obsessive autuer filmmaker, the sort of director who only grudgingly acknowledges the need for such annoyances as screenwriters. It's the director's vision that is everything.

He sets out to create the most realistic vampire movie ever made, and to that end he hires a real vampire to play Orlok.

Courtesy Photo Willem Dafoe is a vampire playing an actor playing a vampire in "Shadow of the Vampire."

This brings us to Willem Dafoe, who can safely bet on an Oscar nomination for Best Supporting Actor for his role as Schreck, the vampire playing an actor playing a vampire.

Dafoe is flawless as the vampire, and it's his performance that ultimately makes "Shadow" work. He growls, he snarls, he lusts for blood and, ultimately, he conveys the sad weight of the centuries Schreck must have endured before Murnau stumbled upon him. Others, like Gary Oldman, have tried to make vampires sympathetic, but none succeed like Dafoe.

To pass Schreck off as just an ordinary actor to the rest of the cast and crew, Murnau concocts a story about Schreck being the ultimate Stanislovsky method actor: Once he takes on a role, he becomes the role. So, while everyone finds Schreck's appearance and behavior unsettling, they simply chalk it up to the eccentricities of an actor so into his part that he never takes of his makeup.

But every actor has his price, and if Malkovich's Murnau is a walking commentary on obsessive directors, Dafoe's Schreck is a poster child for prima donna actors. He begins snacking on some of Murnau's crew, forcing Murnau to make a deal in order to finish the film: In exchange for Schreck's good behavior, Murnau promises the vampire the film's leading lady, Greta Schroeder, beautifully played by Catherine McCormack ("Dangerous Beauty").

What follows is part horror film, part comedy and part rotten tomato hurled at Hollywood's worst pretensions, all helped along by wonderful supporting performances from Udo Kier (no stranger to vampire movies) as Grau and Eddie Izzard as leading man Gustav von Wangenheim.

It's certainly good enough to make even the most jaded critic forget bad popcorn and long car rides.

"Shadow of the Vampire" is directed by E. Elias Merhinge and written by Steven Katz.