The Grey Zone, a startling new Holocaust drama, is a straightforward glimpse into a kind of hellish terror most Holocaust films only dare to suggest, or offer as a peripheral glimpse. And it's a film that achieves a unique feat, being hushed and subtle in approach while almost simultaneously depicting the overt, head-on gruesome reality of murder and unflinching barbarism of evil.

Based on Miklos Nyiszli's book, Auschwitz: A Doctor's Eyewitness Account, and adapted from his own play by writer/director/actor Tim Blake Nelson, the film tells the awful story of the twelfth Sonderkommando unit, composed of Jewish prisoners who received brief life extensions in exchange for aiding in Nazi atrocities.

The Grey Zone details the last days in the life of several of these prisoners (including Daniel Benazli, David Arquette, Mira Sorvino, Steve Buscemi and Natasha Lyonne) who staged a mini-revolution of sorts, culminating with the explosion of one crematorium but leading, ultimately, to their own demise.

The events of the film are fairly familiar to anyone who has ever seen a film set in a Nazi death camp. The difference in The Grey Zone is point of view, and that's a big difference here, as we are intimately imprisoned with a small group of Jewish prisoners who spend their days carrying out some of the camp's most evil activities. Day after day, deadened to any real hope, they struggle to put meaning to their lives in the midst of the bleak and cruel circumstances.

It's a brave film, not afraid to vividly depict the internal mechanics of the gas chambers and the crematoriums. There are brutal tortures and executions. There are cruelties disguised as medical experiments. There are sad loyalties and fragile allegiances that shift on a dime in the name of self-preservation. And there are complicated motivations that lead some to cowardice and others to small acts of great courage.

There are also small, lighter moments of irony that are memorable, one of which is a fascinating scene where a new group of Jewish prisoners has just exited a train for the camp, and are filing in, to the sound of a prisoners' classical orchestra. As they march forward in hesitation, they are accompanied by the lovely live performance, calming and soothing; clearly the antithesis of what is to come.

At times, it might be difficult to assess the controversial motivations of the Sonderkommandos, as they lead and deceive other Jews into the gas chambers, incinerate lifeless bodies and shovel mountains of ash. And the film takes great pains to illustrate that the moral ground on which they are treading is shaky, and they are not heroes in the traditional sense. Indeed, the quality of those four extra odd months of life is so clearly harrowing that the gas chamber victims - without the benefit of the explicit, first-hand knowledge of their fates - might have had it easier.

The Grey Zone is smart enough not to offer any answers, but it sure does raise some fascinating questions about what it means to live under absolutely unthinkable, abominable conditions, while clinging to fading shreds of dignity.

There are two quiet, against-type performances that are the kind of which you immediately take note. Director Nelson, with guided faith, has taken two Hollywood players known for rather lightweight work, and re-invented them with assured subtlety and uncommon weight.

David Arquette gives an effective performance of quiet heartbreak and defeat as a younger member of the group. He has some most difficult scenes involving executions and their consequences, which he handles gracefully. And with the direction her career has led in the past several years, it's easy to forget that Mira Sorvino is an Oscar-winning actress. Her work in The Grey Zone is a commanding reminder. As one half of a fearless duo committed to smuggling explosives into the camps, she performs at a level of depth and despair her previous work hasn't indicated was accessible to her.

That these two excellent performances exist is a testament to an actor's director (Nelson has also appeared as an actor in several films), and two undervalued performers usually not called upon to illuminate the complexities found here.

The Grey Zone, for all its powerfully muted emotions and calibrated sense of human despair, is not a perfect film. There are stretches where the actors and action feel stagy, and much of the dialogue is awkwardly spoken, strangely mannered, with a clipped, decisive and uncomfortable delivery. It's as if David Mamet wrote the screenplay, and there are actorly pauses, unfinished thoughts, stutters and overlaps. This has the effect of draining the emotion from the proceedings, which may be the point. And at times, the characters feel so matter of fact that the film feels emotionally at arms length from itself, maybe appropriately so given their deadening business at hand. And then there's a silly German accent by Harvey Keitel, which wouldn't pass muster in a high school theatrical (though the rest of his performance is emotionally on target), and kept pulling me out of the film with its obvious falseness.

The flaws don't detract from the power of the images and Nelson's necessity to show in minute detail the pit of horrors that were the death camps. That's no small achievement, and the authenticity with which his vision has been mounted, suffused with a tone of pure, unbridled evil that permeates every scene, is commendable.

There are elements of The Grey Zone that many will find unbearable, and for that reason, it probably won't find an audience. And that's too bad, because more than any other film in memory, it succeeds in depicting the epic horror of what it must have been like to live, and die in a place where the value of human life meant nothing.

There's no happy ending, of course, in The Grey Zone. And though there's some satisfaction to be had when the prisoners semi-successfully execute their covert third-act rebellion, it's a hollow and symbolic gesture at best, serving only to speed up the inevitable. And when you think about it, in the end, what victory has been achieved by revolt? How many lives have really be affected or helped? And how is this heroic when they themselves have taken so many lives in service of the SS?

Though it may be loaded with extreme depictions of cruelty, it is also a deeply philosophical experience as well. The Grey Zone, with its thoughtful discussions of life's meaning and personal morality, is an appropriately cold film that first traps you with its claustrophobia, then suffocates you with its hopelessness, and finally, moves you with its sense of honor among the helpless.