By OnMilwaukee Staff Writers   Published Jan 27, 2001 at 12:09 AM

In 1921, German director F.W. Murnau set out to create the world's most realistic and frightening vampire movie. He couldn't get the rights to "Bram Stoker's Dracula," so he changed the count's name to Orlock and titled his film "Nosferatu."

The entire filming process was strange. The stars and the producer had no idea who was playing the count or when they were shooting their scenes with him. Murnau kept everyone in the dark, all the while knowing what (and who) was in store for them.

"Shadow of the Vampire," from writer Steven Katz and director E. Elias Merhige, chronicles the obsession of Murnau and the making of "Nosferatu." It stars John Malkovich as the famous director and Willem Dafoe as Max Schreck, the horrific man who played Count Orlock.

Murnau, his cast and crew shoot part of the movie without Schreck. Then they all board a train and travel to a distant locale in order to film their scenes with the unknown actor. The shooting will take place in a run down building and later on an island. But even after their arrival, Schreck is still in hiding.

Schreck does finally present himself, in full make up (or so everyone thinks) and with unusual demands. He must always be addressed as Count Orlock and will only shoot his scenes at night.

"Shadow of the Vampire" is about the struggle between Murnau and Schreck. Murnau only wants to finish his movie, but Schreck wants something else entirely. Long before filming began the two men came to an agreement so that filming could go smoothly. Schreck doesn't exactly hold up his end of the deal, which infuriates Murnau.

The conflict between the director and his leading man is an engaging one. The scenes between Malkovich and Dafoe are the best in the movie. They yell and hiss at each other, neither willing to give up on what they desire most.

Both men deliver sensational performances, but Dafoe steals the show. He is barely recognizable under all of the heavy make up, but his Schreck is simultaneously mysterious, hilarious and dangerous. Is he just an actor or is he a real vampire?

Another strength is the cinematography. The film, which is shot in black and white and color by Lou Bogue, looks spectacular. It was shot on location in Luxembourg, also an asset.

The only weakness in "Shadow of the Vampire" is that it fails to completely develop the character of Murnau. We never learn where he gets his passion for film or why he wants to make the world's most realistic vampire movie. He remains as much of a mystery as Schreck, which is unfortunate.

But that minor flaw doesn't hurt the movie. Thanks to a breathless pace (it's less than 90 minutes long), marvelous acting and a thrilling conclusion, "Shadow of the Vampire" is devilishly entertaining.

Grade: A-

"Shadow of the Vampire" is now showing at the Oriental Theater.

Read our interview with "Shadow of the Vampire" screenwriter Steven Katz.