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If the highly original, wild-and-crazy Sin City doesn't look or feel like a regular movie, that's because it isn't. "That's what makes it so unique," rebel director Robert Rodriguez says in an interview in Los Angeles. "It doesn't feel like a movie. I didn't want to make a movie out of Sin City. I wanted to make movies into comics. I didn't want someone to turn it into a regular movie. That wouldn't have been right."

The director, who stands tall in his omnipresent cowboy hat, lives and works in Austin, Texas, site of the popular South by Southwest music and film conferences. Austin is also home to a few other movie figures, such as Before Sunset director Richard Linklater. When Rodriguez was a student at the University of Texas at Austin in the early 1990s, he wrote his first screenplay, which became the 1993 film El Mariachi. He made the movie for $7,000, which he earned as a paid subject in a drug research facility. He has subsequently become a hugely successful independent filmmaker, turning El Mariachi into a trilogy and introducing American audiences to actress Salma Hayek.

Even though Sin City -- based on the ultraviolent graphic novels of Frank Miller (see reviews, page 51) -- taps into the same hipster audience as his earlier work, Rodriguez will return later this year to the family-film genre with The Adventures of Sharkboy and Lavagirl in 3-D. He co-wrote the movie with his 7-year-old son, Racer Max.

Because of his family-oriented films, Rodriguez has mostly been given a free pass by the press for his adult fare. In bringing Sin City to the screen, he cleaned up some of the frontal nudity found in the graphic novels but retained the violence, arguing that it's so stylized it doesn't even look realistic. Besides, he intended to make an R-rated movie, not one for mass audiences.

"You've got to take the good with the bad. It's Sin City. It lives up to its title. And hey, at the end of the day, you say it's Frank Miller's movie. I didn't come up with it. I wash my hands of that. I was just being true to the material," Rodriguez jokes, laying the blame at the author's feet.

Most of the female characters in Sin City are prostitutes who dress in fetish wear, and the movie features substantial violence against women. One cannibalistic killer mounts the heads of his female victims on walls, like hunting trophies. But the murderers themselves also meet with some awful deaths. Rosario Dawson, who is emerging as one of Hollywood's next big things, plays Gail, the leader of the Old Town prostitutes. She sports a Mohawk, carries an Uzi and wears the sexiest of barely there leather getups.

"When a man threatens to slap my character across the face, she threatens to cut his pecker off," Dawson says. "All the women who are working in Old Town, we take care of ourselves. We're very in control of who we are. We know what our assets are, and we make money off of it. We call the shots, which I think is very powerful. It's a very even-keel strength between the men and the women."

Dawson's female co-stars agree with her. "If you look at the undertones of Frank Miller's writing, there's a balance to everything," adds Brittany Murphy, who plays the sympathetic barmaid Shellie, a woman grossly mistreated by Benicio Del Toro's wolfish creep, Jackie Boy.

"The men are all criminals, and the women are very strong in their own way. It's supposed to be the dark side," adds Rodriguez, who also worked as a cartoonist when he was in college, explaining his affinity for Miller's somewhat outrageous work. He began reading Miller's comics in 1992.

"I always wanted to do a film noir. I just didn't put two and two together until a couple of years ago after doing the Spy Kids movies, where I learned so much about lighting and technology," the filmmaker says. "I realized I could make this movie, and it could look like the book. The more I looked at the books, I realized they didn't need adapting. It was visual storytelling, and it works so well on the page that I knew it would work so well on the screen."

When a filmmaker wants to adapt a book, he traditionally takes his idea to a studio, which buys the rights from the author and hires a screenwriter, who inevitably changes the material. That's not the process Rodriguez followed with Sin City.

"Let's not change anything," he recalls saying. "Let's not even develop it. Let's shoot it right off the page, no screenplay. And Frank was like, 'What planet [is] this?' He was so thrilled, and when we started working, he saw how the translation was working."

Rodriguez handled the technical side, while Miller worked with the actors on character development. "I didn't want it to be Robert Rodriguez's Sin City. I wanted it to be something as close to what [Miller] would do as a movie as possible," Rodriguez continues. "We were like a tag team. It just naturally flowed on the set. The actors loved being able to know where their characters were going in a future line and what [Miller] was thinking when he put it together."

The filmmaker paid a price for his insistence that Miller join him as a co-director on the set. He had to leave the Director's Guild of America, which has finicky rules about what constitutes a co-director. Rather than asking the group to change its rules, which might have resulted in an uproar, Rodriguez simply resigned. "It felt better just to leave. What it means is I can't do a studio movie with material developed by a studio, but I do my own material anyway," he explains. In other words, he cannot work as a director for hire, as many filmmakers do.

Still, he doesn't have to worry about studio affiliation. Rodriguez plans to follow Bob and Harvey Weinstein to their new venture after their planned separation from Miramax and Dimension Films. Since Rodriguez is virtually a one-man production team -- director, writer, producer, cinematographer, editor and even composer on most of his films -- he may not need much support.

He's also a great casting director, as is obvious by the lineup of quality actors in Sin City. He knew, for example, that he wanted Mickey Rourke to play the craggy-faced bruiser Marv.

"Mickey and I worked [together] in Once Upon a Time in Mexico," Rodriguez explains. "When I looked at [the Sin City book The Hard Goodbye] again, I told Frank, 'There's only one guy who can be Marv.' 'The guy from 9 1/2 Weeks?' Frank said. 'You aren't going to get it from any of his work. It's only because I know him and I know what a tortured soul he is. He's the closest we're going to get to Marv without hurting ourselves.' "

The director says he cast Englishman Clive Owen (Closer, King Arthur) to play the honorable thug Dwight based not on his movie roles but rather his work in short films produced for BMW's Web site. Owen, who tries to put an end to the rumors that he will be the next James Bond, says he was just thrilled to be involved with Sin City. "[Rodriguez] sent me the graphic novels, and it looked hugely exciting," Owen recalls. "I wasn't familiar with Frank's work at all, but I read The Big Fat Kill and thought it was the most wildly imaginative thing I'd come across in ages."

The emotional core and connective tissue of Sin City is the heartbreaking character of Nancy, first introduced as a terrorized little girl. She grows up to become a stripper protected by the fatherly detective Hartigan, played in the movie by Bruce Willis. The hotter-than-hell Jessica Alba, who first came to prominence in TV's Dark Angel, portrays the grown-up Nancy with a lithe eroticism.

Although Nancy appears nude in the book, she doesn't do so in the movie. "Nudity was an option. We could have done it if we wanted to," Alba says. "But I felt like dancing around with a lasso and chaps was going to be sexy enough. I really couldn't be bottomless in front of my dad. He would have freaked out."

Alba -- who will appear later this year in another comic book adaptation, The Fantastic Four -- says the most difficult thing about working on Sin City was following the example set by Salma Hayek's vampire stripper in Rodriguez's From Dusk Till Dawn. "[Hayek did] the sexist dance I've ever seen on camera ever," Alba explains. "I can't live up to something that iconic. I was so nervous."

The actress says she visited strip clubs to learn some erotic dance moves and wanted a choreographer to teach her. But Rodriguez told her no. He just wanted her to feel the music and dance. Ironically, Alba's dance sequences were the few scenes in the movie that didn't require special effects.

Because of the film's reliance on special effects and computer-generated backgrounds, the actors had to perform against a green screen on a bare stage. In addition, Rodriguez meticulously copied each frame of the graphic novel.

"A lot of people are using all this technology in order to do really cool stuff, and they are abusing it because they don't understand film and they don't understand story," Dawson says. "They are using it as a crutch rather than a tool. And this is one area in which Rodriguez just blew me away."

Owen was equally impressed by the results. "I felt that at the end of the movie, I had been taken to some extraordinary place that I'd never been before. And I think Frank's vision is that, and Robert has gone ahead and created it on film," he says.

As for Rodriguez, he's proud of the movie's distinct look and feel. "When you see something like this, you realize how much movies are very much the same. I think it's a real breath of fresh air. It was probably the hardest I've ever worked on a movie. I thought it was going to be easy: just copy parts of the book, and there we go. It was like filming three movies at once. It's a trilogy all released on the same day."

More, more noir

The stylish, high-tech Sin City may look like nothing you've ever seen before, but its roots go way back.

You want film noir that's a bit more authentic than Sin City? The choices on video and DVD are extensive. Here are some of the best:

� The 1990 adaptation of pulp novelist Jim Thompson's After Dark, My Sweet was so good it should have made actor Jason Patric a big star. It didn't, but his performance as an ex-boxer drawn into the proverbial web of deceit is great. The movie also features a creepy Bruce Dern and a very sexy Rachel Ward.

� A new DVD edition of the 1944 classic Laura is just out. Starring Gene Tierney and Dana Andrews and directed with grace by Otto Preminger, this sultry movie is one of the most elegant and alluring examples of film noir ever made. And its theme music is haunting.

� In film noir, the cheating wife often has money, in addition to sex, on her mind. Linda Fiorentino is just plain hot and evil in 1994's The Last Seduction, sharply directed by John Dahl. The innocent Bill Pullman makes a great dupe.

� Another classic, deceitful wife can be found in the Florida-filmed Body Heat, starring the model for sultry, Kathleen Turner, whose throaty voice could be bottled and sold. In this 1981 film, William Hurt plays a lawyer who can't resist being done wrong by Turner's Matty.

� It could be argued that The Big Sleep is the granddaddy of film noir. After all, Humphrey Bogart is the archetypal Philip Marlowe, Raymond Chandler's great detective. And of course, the chemistry between Bogart and Lauren Bacall makes the 1946 movie unforgettable. Bogart also starred in the classic Maltese Falcon, based on the Dashiell Hammett novel. For other Marlowe characterizations, see 1944's Murder, My Sweet with Dick Powell and 1973's The Long Goodbye with Elliott Gould.

� Crime novelist Mickey Spillane was known for campy lines of dialogue such as, "Her hips waved a happy hello." Kiss Me Deadly is one of the best adaptations of any of his works featuring detective Mike Hammer. The 1955 film featured a modest cast of no-name actors, save Cloris Leachman. For another take on Hammer, check out 1982's I, the Jury, with Armand Assante.

Other titles to see: Out of the Past, Chinatown, L.A. Confidential, 8 Million Ways To Die, Night Moves, The Big Heat, Double Indemnity, The Harder They Fall, Shock Corridor, The Asphalt Jungle, The Third Man, Black Widow, The Postman Always Rings Twice, Touch of Evil, The Lady From Shanghai, Blood Simple, Cape Fear, Mulholland Drive � The list is endless.

-- Barbara Lester