Lights . . . Camera . . . Hit the Dirt!

They are filming on the banks of the Tigris River, among the reeds where civilization began, when they see the American soldiers watching them. Helicopters appear overhead, summoned by the row of tanks on Jamahiriya Bridge. Across the river, behind yards of concrete and razor wire, is the "green zone," headquarters of the American occupation. Most of the attacks on the green zone by anti-American insurgents have come from the riverbed, perhaps from where they are standing right now.

Oday Rasheed, the 30-year-old director, looks up at cinematographer Ziad Turky. Shooting from a crane high above the muddy water, Turky is an easy target. They all know about Mazen Dana, the Palestinian cameraman for Reuters machine-gunned to death by an American soldier who thought the camera on his shoulder was a rocket launcher. Turky, looking through his lens, sees the glint of sunlight on glass and pictures his head in the cross hairs.

So far, the shoot is going exactly as planned: Lacking money for actors, let alone expensive movie sets and equipment, Rasheed and his crew are using the occupation forces as unwitting extras -- playing chicken with the American army to get some free footage of Black Hawks and Abrams and Bradleys. "When we started shooting, we said, 'We will get some visitors,'" explains Rasheed with conspiratorial glee. "And now we will use these visitors in our film."

Eight months after the fall of Saddam Hussein and just two weeks before his capture, there is still no reliable telephone service in Baghdad. Electricity blinks out for days at a time, making sewers back up and flood the streets when the pumps stop running. Rasheed and his friends, a lost generation of young artists, writers and directors, are making Iraq's first feature film since 1994. Thanks to Saddam and U.N. sanctions, they've been isolated from the outside world for most of their lives. Now that he's gone, they are building a cultural revolution -- and a fragile new film industry -- quite literally out of the rubble.

"Baghdad, for many years, was the center of culture in the Arab world," says Rasheed, who has the heavy-lidded eyes, both soulful and sardonic, of a young Luis Buñuel. "And I'm talking about hundreds of years. So I think that now we need to rebuild our minds, not just the buildings."

They have no money, no cameras of their own and no lights. They are shooting on film stock that was discontinued about 20 years ago, bought from Baghdad's postwar looters with money the filmmakers raised by selling practically everything they own. And Rasheed, with outrageous bravado, speaks of going to Cannes and winning the Palme d'Or.

Intercutting three different time frames à la Pulp Fiction, Rasheed -- who loves Tarantino -- is crafting a complex, multilayered movie that follows six characters who wander the war-torn city in search of signs of rebirth. There is Hassan, a young director making a documentary about Baghdad, and running out of film. Shirin, a prostitute, is persecuted by Islamic extremists after the war. And Moataz, a musician dying of cancer, is in love with his own sister. Meanwhile, a schizophrenic, Nasir, takes in a mortally wounded young soldier from the south of Iraq and, in one of the movie's most poetic scenes, floats his corpse down the Tigris toward home.

The soldier is played by Basim Hamed, a willowy, 31-year-old sculptor who shaved his shoulder-length hair and grew a mustache for the part. "You see this man, Basim Hamed?" says Rasheed affectionately as Hamed shows up for the day's shoot. "Let me tell you something. This man, he ran away from the army for years. And now he's a soldier!" They laugh and slap hands.

Rasheed is sitting in the dark, dusty office of the Babel Film Co. Only two places in Iraq have film equipment: Babel, and the government film ministry that effectively controlled it. For the first time, Rasheed is free to use Babel's decades-old cameras and cranes without government permission or censorship. "There is no government -- I am the government!" laughs Rasheed, putting one hand on his chest and waving the other grandiosely to take in the ruined little office with dirty fiberglass insulation spilling out of its plywood walls.