Movies have fictionalized history from the very beginning of the medium.

1915's "Birth of a Nation," the first feature-length motion picture, fiddled with the facts of the Civil War (and portrayed the Ku Klux Klan as heroic, but that's another story). "Lawrence of Arabia" romanticized the influence of a legendary British soldier who led an Arab rebellion during World War I. Oliver Stone's "JFK" presented as fact controversial theories about the assassination of the President. Just this year "U-571" implied that Americans recovered the first German code-breaking machine in World War II, when in truth it was the English.

But recently a whole genre has emerged that sells itself on frolicking in historical misrepresentation, light-heartedly asking "what if?" while letting the audience in on the joke.

"Shakespeare in Love" asked, What if The Bard was inspired to write "Romeo and Juliet" by a beautiful woman in his life? The Watergate farce "Dick" asked, What if Deep Throat was actually a pair of ditzy teenage girls who happened to witness the break-in? Now in "Shadow of a Vampire," director E. Elias Merhige asks, What if Max Schreck, the first movie vampire, wasn't an actor after all, but a real life bloodsucker?

A dark, humorous, gothic account of the making of 1922's "Nosferatu," the world's first vampire movie, "Shadow" imagines director F.W. Murnau (played by John Malkovich) as an obsessive perfectionist for whom actors weren't quite enough. He hires Schreck (Willem Dafoe), ostensibly a "method actor" but in "reality" a vampire, to play his lead, promising the monster he can literally have the neck of his leading lady on camera when they shoot the finale.

Director Merhige, a contemplative, metaphor-loving fellow with road-worn placidity and the warm, leathery look of an amiable biker, gets a kick out of the idea that future generations might misinterpret some of these films as factual.

"It's sort of like the way we look at Plato to understand Atlantis," he grins. "(Without him) we'd never have known of this mythical city. It would be as if Plato decided to f**k with us."

But for all the humor he finds in that concept and in the darkly comedic movie, Merhige takes his filmmaking seriously. In a conversation in San Francisco recently he was eager to discuss the making of this buzz bin indie, his appropriately odd and ingenious cast and the silent film techniques he used to set the atmosphere of the film.

Q: Pardon me for heaping a little praise on you right off the bat here, but I loved the transitions you used to move from the film's reality, through the iris of F.W. Murnau's camera, into scenes from "Nosferatu," the film-within-a-film.

A: Thank you! From the first reading of the script it was something I just saw and knew esthetically had to be implemented. The idea behind that is that the camera, as it fixes its gaze on its subject, drains it of flesh and blood and reduces it to a shadow. That shadow then wanders the Earth forever, so it's kinda creepy. I wanted to explore this motion picture camera device as sort of an occult object that is very mysterious and very magical and very powerful as well.

Q: How did you arrive at the picture's silent film-ish visual signature?

A: A lot of my inspiration (came) from early autochrome photography, which was invented in the early 1880s in France using potato starch dyed red, green and blue, put over a black and white negative then illuminated from behind. It gives a resonant beauty to color; it looks like the color is emanating from within an object.

Q: You maintain a precision balance between the odd comedy, the way the story plays dramatically and the scariness of the gothic horror element all at once. How difficult was that to achieve?

A: It's just balancing it all out. You don't want things to get silly because you don't want it to distract from the subtleties and the serious things you want to communicate. It was a delicate balance, but at the same time it was very important to use humor as a bridge towards the more profound ideas illustrated in the story.

Q: You had a pair of brilliant leads with which to build that bridge.

A: I think John and Willem are two of the finest people I've ever met. As people, they're generous, they're kind, they're empathetic, they're giving. But as actors, they're amazing. They give 300 percent of themselves. They really raise the level of intensity and passion on the set. (Willem) has a great sense of humor, too. So does John, although John's sense of humor is a little more quirky. You really have to go to John's world to appreciate the humor. If you'd told me two years ago I'd be friends with these guys, I'd have said you're crazy.

Q: There's some pretty serious -- and justified -- Oscar buzz for Dafoe on this film. What do you think of that?

A: It's hard for me to really put myself in that place. I agree Willem is extraordinary in the film. But really, I leave that to time and audiences to figure out whether the film is great or not great or whatever. I know I did my best in making the movie and so did he.

Q: I'm sure you rehearsed or at least ran through lines with him before putting him in that amazingly transforming makeup for the first time. How well could you see the character without the bald head, the ears, the teeth and the fingernails?

A: I really knew after meeting Willem the first time that he had the fearlessness within him to move into that abyss and to bring back these great pieces of gold. It was that which attracted me to Willem. I mean, I could make anyone look like Max Schreck. The important thing was to really work it so the humanity of Willem came through all the makeup.

Q: How many hours was he in the makeup chair?

A: (Makeup and costume) took like three and a half hours a day.

Q: Wow.

A: It's amazing. And to think about it -- you've got all this clumsy stuff on your face and head, and then you got this constrictive costume. You put that stuff on me and I'm not going to move. But he makes it look like an effortless act. He was like a ballet dancer in that stuff.

Q: How did you get connected to the film?

A: It's an extraordinary thing. Nicolas Cage had gotten the project from an agent over at CAA named John Levin. Nic had seem my first film ("Begotten") because it was given to him as a gift, and when he opened up his production company six or seven months later, he gave (the tape) to his production partner and said, "Let's find this guy. I really want to work with him." So we met, and a 45-minute meeting turned into a 3-hour meeting. We talked about everything from DaVinci to (inventor Nikola) Tesla. It was an exciting meeting, and three days later they sent me the script to "Shadow of the Vampire."

Q: Did you know anything about it when you started to read it? Did you know that it was a twist on Hollywood history?

A: No. I didn't know anything about it. I just sat down and read it, and didn't put it down. And I knew I could do something absolutely great with this. When Nic asked, "How would you direct it?" I told him how it needs to be directed, and Nic said "Well, it sounds like you're going to make something really poetic, a real work of art." At that moment I figured there's no way in hell I'm going to direct this film, because any time a producer mentions the words "poetry" and "art" in one breath, it usually means, "Get the hell out of my office."

Q: But you got the job.

A: I got the job. But I don't see this as a job. I don't see this as a way to make money. I see this as a responsibility. (As a director) you're kind of like a shaman or a poet or a bard, where you're dramatizing and giving form to feelings and ideas and dreads and epiphanies of your tribe or your village. Except now you're potentially speaking to millions of people and taking two hours of their lives. Talk about vampirism! You add up all the hours of people watching your work, it's very humbling. You realize you better not do something stupid. If you're going to do something that wastes people's time, then you're just damaging your own humanity in that process.