Released as Zentropa in North America to avoid confusion with Agniezska Holland's own Holocaust film Europa Europa, this third theatrical feature by a filmmaker who never ceases to surprise, inspire or downright shock is a bizarre, nostalgic, elaborate film about a naive American in Germany shortly following the end of WWII. The American, named Leo, doesn't fully get what he's doing there. He has come to take part in fixing up the country since, in his mind, it's about time Germany was shown some charity. No matter how that sounds, he is not a Nazi sympathizer or so much as especially pro-German, merely mixed up. His uncle, who works on the railroad, gets Leo a job as a helmsman on a sleeping car, and he is increasingly enmeshed in a vortex of 1945 Germany's horrors and enigmas.

This progression starts when Leo, played rather memorably by the calm yet restless actor Jean-Marc Barr, meets a sultry heiress on the train played by Barbara Sukowa, an actress with gentility on the surface but internal vigor. She seduces him and then takes him home to meet her family, which owns the company which manufactures the trains. These were the precise trains that took Jews to their deaths during the war, but now they run a drab day-to-day timetable, and the woman's Uncle Kessler postures as another one of those good Germans who were just doing their jobs. There is also Udo Kier, the tremendous actor who blew me away in Von Trier's shocking second film Epidemic, though here he is mere scenery.

Another guest at the house is Eddie Constantine, an actor with a quiet strength, playing a somber American intelligence man. He can confirm that Uncle Kessler was a war criminal, though it is all completely baffling to Leo. Americans have been characterized as gullible rubes out of their element for decades, but little have they been more blithely unconcerned than Leo, who goes back to his job on what gradually looks like his own customized death train.

The story is told in a purposely uncoordinated manner by the film's Danish director, Lars Von Trier, whose anchor is in the film's breathtaking editing and cinematography. He shoots in black and white and color, he uses double-exposures, optical effects and trick photography, having actors interact with rear-projected footage, he places his characters inside a richly shaded visceral world so that they sometimes feel like insects, caught between glass for our more precise survey.

This Grand Jury Prize-winning surrealist work is allegorical, but maybe in a distinct tone for every viewer. I interpret it as a film about the last legs of Nazism, symbolized by the train, and the ethical accountability of Americans and others who appeared too late to salvage the martyrs of these trains and the camps where they distributed their condemned shiploads. During the time frame of the movie, and the Nazi state, and such significance to the train, are dead, but like decapitated chickens they persist in jolting through their reflexes.

The characters, music, dialogue, and plot are deliberately hammy and almost satirically procured from film noir conventions. The most entrancing points in the movie are the entirely cinematographic ones. Two trains halting back and forth, Barr on one and Sukowa on another. An underwater shot of proliferating blood. An uncommonly expressive sequence on what it must be like to drown. And most metaphysically affecting of all, an anesthetic shot of train tracks, as Max von Sydow's voice allures us to hark back to Europe with him, and abandon our personal restraint.

Sentiment: positive