Natalie Portman "V for Vendetta" Rating: R for strong violence and some language. Starring: Natalie Portman, Hugo Weaving. Director: James McTeigue. "V for Vendetta" web site

The near-future of "V for Vendetta" is bleak. Bloody bleak.

And, as re-imagined by the brothers who gave us "The Matrix," oh so striking, especially when a city square is filled with look-alikes in black cloaks and grinning white Guy Fawkes masks that glow slightly in the dark. It's as impressive as those Agent Smith clones in "The Matrix Reloaded."

In the year 2020 (or thereabouts), man is still alive but America is torn by civil war, avian flu is widespread and water is in short supply. In "V for Vendetta," Britain has turned into a totalitarian, Orwellian state -- with echoes of the Third Reich -- and a masked man decides to counter tyranny with terrorism.

It's a morally dubious proposition, at best, but one that makes for a surprisingly entertaining movie.

On Nov. 5, the anniversary of a failed 1605 plot to blow up the English Parliament and King James I, a man in a Guy Fawkes mask strikes back. He blows up the building known as the Old Bailey in a flourish of fireworks and a blaring "1812 Overture."

The government, led by Chancellor Sutler (John Hurt), uses the British Television Network to try to cover up the actions. It was a "planned demolition," viewers are assured, in a move typical of how information is spoon-fed in a society where artistic, religious and sexual freedom are nonexistent.

Caught in V's world is Evey (Natalie Portman), a young woman whose parents were killed after speaking out against the repressive regime. Even more than Christine in "The Phantom of the Opera," Evey grows to sympathize with the man in the mask as he marches toward another Nov. 5 and far more diabolical plans for the heart of London.

If you are so inclined, you can read the movie as a cautionary tale about today's world but its roots stretch back more than two decades to Margaret Thatcher's tenure as prime minister.

The movie, directed by James McTeigue, is based on the graphic novel created by David Lloyd and Alan Moore. It first appeared in 1981 in an independent monthly comic magazine that ran for 26 issues.

They completed the story in 1989 and the Wachowski brothers wrote an adaptation of "V" in the mid-1990s and later refined it. They handed it to McTeigue, who very capably graduates from assistant director to director here.

"V" stars Hugo Weaving, who played Agent Smith in the "Matrix" trilogy, as the man behind the immobile mask. And just like the dark-suited Agent Smith, V cleverly finds a way to "clone" himself.

V is supposed to represent an idea -- a combination of truth, resistance and individualism -- and Weaving has only his voice and his body language at his disposal. That makes it frustrating to watch a villain whose eyes you cannot see and read.

Portman undergoes both a physical and emotional transformation, once she's shorn of her hair and her fears. I had a hard time accepting the reasoning behind her torture and torment but it wasn't a fatal distraction.

"V for Vendetta" not only is visually impressive but thought-provoking ("People should not be afraid of their governments; governments should be afraid of their people") with its notions of freedom, tyranny, terrorism and violence.

Hugo Weaving is the man in the mask in "V for Vendetta."

The real Guy Fawkes was discovered in a tunnel beneath Parliament with 36 barrels of gunpowder and later hanged and drawn and quartered with his fellow saboteurs. Memory of him may have dimmed or barely flickered in this country, but "V" comes eight months after bombs tore through London's Underground and a double-decker bus.

Here, V believes violence can be used for achieving justice and, as in many action movies, the violence is seductive, accompanied by fireworks, flames and thunderous music we associate with the Fourth of July. In that regard, "V" stacks the deck ... and then blows it up.