For years, filmmakers have tried to bring "Sin City" (search) to the big screen. But Frank Miller (search), creator of the groundbreaking comic-book series, always refused.

"When it comes to adapting material, very, very rarely do you get 'The Silence of the Lambs.' Usually you end up with 'Catwoman' — something that just uses the title and throws out the source material," said Miller, who is famous among comic book readers for his "Elektra" and "Daredevil" series.

But Robert Rodriguez (search), who directed "From Dusk Till Dawn" and the "Spy Kids" films, convinced Miller of his dedication to faithfully recreating "Sin City," and wound up co-directing the film with the artist.

"This was beyond anything that a movie was, so I said let's take cinema and turn it into this graphic novel, because it's doing things cinema doesn't have the guts to even try — I mean the white silhouettes and strange graphic images and negative images and just the way it played with ideas and color, I just thought ... let's make a living version of the book," Rodriguez told FOX.

But this is no funny book for kids. "Sin City" is a dark and ruthless place where sticking up for your friends sometimes means having to kill a whole lot of people.

The movie tells three interconnected tales about gritty characters in a dark and rainy place called Basin City, where the dirtiest neighborhood, Old Town, is run by prostitutes — the Old Town Girls — who will machine-gun any john who gets out of line.

"It harkens back to late '30s, '40s, '50s beautiful, dark noir films — but [it's] truly a purebred noir film for the millennium," Britanny Murphy, who plays a sassy waitress, told FOX News.

The film also stars Bruce Willis, Clive Owen, Benicio Del Toro, Mickey Rourke, Elijah Wood, Josh Hartnett, Jessica Alba and Rosario Dawson, as well as Alexis Bledel, Jaime King, Devon Aoki, Carla Gugino and Nick Stahl.

Rodriguez buddy Quentin Tarantino (search) also "guest directs" a scene. (He was paid $1, the same amount Rodriguez got for scoring "Kill Bill: Vol. 2.")

Most of the film was shot against green screen, which means the only things that are real are objects the actors touch or the cars they ride in. Everything else was later digitally inserted using special effects (there are more than 1,800 effects shots.) The film was produced in Rodriguez's garage in Austin, Texas.

Though the film is almost entirely composed of deep blacks and bright whites, the filmmakers shot the movie in color, later transferring it. That made it possible to keep some of the colors as brilliant exceptions to the overall palate.

"Anyone who's interested in cinema should check it out, because it's groundbreaking — it's an astonishing achievement. It's like the most successful bedding of real life on computer generated stuff I've ever seen in a movie," star Clive Owen told FOX.

"It's a pure original new form of filmmaking, and I really I think that they'll be showing this while teaching film classes 20 years from now," Murphy added.

But the violence of the film is a little hard for some critics to take.

Associated Press movie writer David Germain applauds "Sin City" for being "the most boldly original comic-book adaptation yet," but says it's also "one of the nastiest films in a long while."

"In a traditional full-color film, the gore of Sin City would make the movie unwatchable. Presenting it in stark black-white, with occasional splashes of color, makes the movie's blood and guts palatable, though only barely so in its most extreme moments," Germain wrote in his review.

He also takes issue with the way women are treated in the film.

"The sexism of 'Sin City' often slips into misogyny. What may work as pulp entertainment on a comic-book page read in privacy becomes unsettling when played out graphically on a movie screen as an orgy of violence against women" Germain wrote, giving the film two stars out of four.

FOX News' Mike Waco and William La Jeunesse and The Associated Press contributed to this report.