Said the comic gangster in Payback, misquoting an old saw, “Don’t shit where you eat. Or, I mean, where you live. That’s it. Don’t shit where you live.” And I, more puzzled than usual by the entertainment being offered, wondered, “Where does he live? Or, I mean, where does he think we live?”

That’s it, my review of Payback: Where do these filmmakers think we live?

Stepping from the movie to the street–and feeling more befuddled than usual by the transition–I made myself look more closely at my surroundings. Maybe, if you were to carry out the same exercise, you would find yourself staring at zigzags of escalators and stairs, bronze railings and potted plants, all trapped and reflected in a glass-walled chute: the shop windows of a mall. Or you might exit Payback into a nighttime parking lot: a blacktop garden where automotive bugs swarm at the roots of tall, light-bearing stalks. In my case, the movie-house doors opened onto the long vistas of Upper Broadway in New York. I took note of the parking meters and signposts regimenting the sidewalk’s edge; tatters of paper shivering on the acrylic wall of a bus stop; a dozen colors of neon, half-masked behind the trees and shrubs that grow on the median strip. Harsh and motley, part steel and part light, the setting invited just the kind of self-controlled human free-for-all for which New York is famous.

The people who made films noirs–which were not so much a genre as a tendency within cinema–often drew your eye to these irregular, unpicturesque spaces in the built environment. That was part of the force of noir: Instead of seeing iconic views of Los Angeles or New York, you encountered those in-between places that make up the vast majority of our cities, despite our best efforts to ignore them. In that sense, films of the forties and fifties as disparate as Criss Cross and Sweet Smell of Success had something in common with one another and with the work of photographers like Robert Frank, who were looking at the overlooked in America’s everyday landscape.

But that, as I say, was film noir as a tendency, an artistic intuition. If you want to undergo a comparable awakening to your world through a recent film–accompanied by a sense of dislocation and moral unease–you could not do so with anything that labels itself as “noir.” Look instead to something like Chantal Akerman’s 1977 News From Home, with its clear-eyed views of Manhattan’s streets and subways. By contrast, what we have today as “film noir” is almost single-mindedly iconic in its settings. It is also, not surprisingly, a cinema of nostalgia and moral certitude.

Payback, though marketed to general audiences as a star vehicle for Mel Gibson, is perhaps more notable for its sophistication as an exercise in past-tense filmmaking. Flaunting their backwardness, the filmmakers have based the movie on Richard Stark’s novel The Hunter, which was the source for one of film history’s most celebrated thrillers, John Boorman’s 1967 Point Blank. But whereas Boorman sought to startle at every turn–even today, Point Blank can peel your eyeballs–the writer-director of Payback prefers to lull you. It’s a rotten thing to do when the come-on is ultraviolence.

Here’s how the trick is done. Payback‘s production designer, Richard Hoover, cannily selected locations in New York and Chicago to assemble a “film noir” city, whose name (so far as I can tell) is Metropolis. This nonplace is made up entirely of iconic images: Art Deco skyscrapers, elevated trains, chrome-plated diners, the deluxe apartment buildings of another era. Which era? It’s hard to say. Everything you see, from the Cadillac sedans to the men’s suits, could be found on the street today, and everything could have come from forty years ago. When a character makes a wisecrack about President Nixon, you don’t know whether he’s reminiscing or foretelling the future. To complete the impression of the historic contemporary, Payback is shot in a muted palette. Reds are made to stand out (as you’d expect would be the case when so many of the characters are beaten bloody, shot, burned or blown up); otherwise, cinematographer Ericson Core provides a teasing recollection of black-and-white while satisfying the present-day audience’s demand for color.

In this way, intuition becomes genre, and discoveries turn into conventions. You may have seen this kind of “noir” before–for example, in last year’s Dark City, another self-consciously clever mishmash of period clichés. That picture updated its noir icons by making them part of a lunkheaded science-fiction plot. Payback prefers to draw the audience into a complicitous irony. The fun (if you feel it’s fun) comes from your satisfaction at noting how noir this “noir” can be.

The story, for the record, is a simple one. Boy has large sack of cash and blond hooker; boy loses sack of cash and blond hooker; boy gets bigger sack of cash and better blond hooker. I find it interesting that this plot, in particular, should become a vehicle for complacency. You may draw your own conclusions. I merely note that Payback was written and directed by Brian Helgeland, who achieved success two years ago as the screenwriter of L.A. Confidential. To all those who ignored the shabbier aspects of that movie and praised it as something strong and fresh, I now say, with little pleasure: I told you so.

When you hear that another documentary on the Holocaust is being released, you may reasonably ask how many of these pictures are needed. And when you hear that The Last Days was produced by Steven Spielberg through his Shoah Foundation, you might wonder how much integrity the project could have.

My provisional answer to the first question: I suppose people might stop making Holocaust documentaries after there are roughly 6 million of them. As for the second cause for doubt: In The Last Days, the Spielberg touch gives more than it takes away.

Directed and edited by James Moll, The Last Days focuses on the destruction of the Jewish community in Hungary and on the striking fact that the mass murders were carried out at the expense of the Nazis’ war effort. The Germans took full control of Hungary in March 1944: before the D-Day landing but well after Stalingrad, the Axis defeat in North Africa and the fall of Mussolini. By this point, Speer and Göbbels had mobilized their home front, fully expecting to have to fight on German soil. And yet the Nazis allocated a significant portion of their dwindling resources to rounding up and killing the last Jewish population that remained in their hands.

The Last Days narrates this episode through the testimony of five survivors–three women and two men–who come from varied places in Hungary, ranging from an isolated village to a bustling town to the capital. Today, in the United States, each of these people leads an individual life: as a visual artist, for example, or a docent at the Museum of Tolerance in Los Angeles or (in the case of Tom Lantos) a member of Congress. But in 1944, when they were teenagers, the Nazis assigned them a common destiny, and a brief one, as they recall through their interviews.

The Last Days benefits from Spielberg’s backing in having the services of a director and editor as skilled as Moll, who cuts from interview to interview so expertly that the witnesses wind up completing one another’s sentences. Another benefit comes from access to archival material and the resources to pay for its use. I got the impression that Moll had combed through every existing scrap of footage, wherever in the world it was to be found, and had been granted complete freedom to incorporate whatever he might need. Sometimes he could make it function as a time machine. Given a budget that allowed travel, he shot a number of present-day scenes so they’d match the footage he’d found of the same views in the forties. One era dissolves into the other. In other places, the archival material amplifies the testimony on the soundtrack. An ex-GI recalls what he saw when his Army unit arrived at Dachau, and you suddenly see five naked men, little more than skeletons, walking away from the camera. The image seems all the more impossible because the cameraman had color stock, and the sky over the skeletons’ heads is a clear blue.

The disadvantage of Spielberg’s patronage: In their zeal to meet Hollywood’s technical standards, the filmmakers have added a musical soundtrack by Hans Zimmer. When the survivors begin to speak about being shut into cattle cars, I don’t think we really need to hear an ominous drone, overlaid with aching little clusters of violins. We ought to be trusted to get the idea on our own–just as we ought to understand that life goes on, without our having to be told so in a wrap-up segment.

So I would say The Last Days is a valuable documentary on the Holocaust but not one of the great films on the subject–for example, Pavel Lozinski’s 1994 Birthplace (distributed by New Yorker Films), which follows a survivor back to Poland to inquire about the fate of his father and brother. In its asperity and restraint, Birthplace touches a ground of emotion that can’t be approached by more argumentative works like The Last Days (or by films that are so well packaged for the audience). On the other hand: Spielberg has the muscle to get The Last Days distributed in theaters through October Films. That’s as much a part of the picture as the film stock itself, and another reason for giving The Last Days your attention. Among the 6 million potential documentaries on the subject, this one happens to be accessible.