Right from its opening sequence, director Philip Kaufman's startling "Quills" gives us an anatomy of fear, images both silken swift and molten hot, scenes that disrupt and inflame the imagination.

From his sumptuously appointed cell at the Charenton asylum, we hear the asylum's most notorious patient, the Marquis de Sade (played by "Shine's" Geoffrey Rush), reciting one of his tales, an erotic fantasy that suddenly turns into a vision of a young aristocrat woman guillotined during the French Revolutionary Terror. We see what she sees: the leering crowd, the guillotine's neck holder, the litter of decapitated heads, the brutish, fat, sweating executioner, the blade poised high above her, ready to plunge. As the marquis eloquently narrates, death becomes sensuous. Eros becomes poisonous.

Why is he writing this? Why are we watching it? However shocking and even loathsome an experience "Quills" may be for some, it's a film that raises and answers those questions with incendiary passion.

Based on the Obie-winning play by screenwriter Doug Wright, "Quills" dips into Sade's venomous literary rage for a deliciously mad cocktail of wit and terror, giving us a view of Sade's last years that turns into a nightmare of persecution, repression and political debauchery. The real Marquis Donatien Alphonse Francois de Sade, history's most scandalous writer, was a libertine who spent much of his life behind bars -- condemned for both his writing and his sexual excesses, he concocted fictions so hideous, they still shock or enrage. The movie concentrates on Sade the victim, the writer; Sade the symbol of the raging subconscious unleashed. And Rush plays him as a consummate egotist, his face pocked with smallpox scars, his eyes blazing with impudence, a cold dandy-voluptuary philosophizing about his crimes. Thrust into a literary vendetta that pits him against the forces of Napoleon himself, the movie's Sade is a man of evil locked in a battle with three kinds of "goodness," two genuine and the third as sadistic as anything in his own hot imagination.

The movie takes place in 1811, in Charenton (also the setting of playwright Peter Weiss' mordant play "Marat/Sade"). It is a place that, through the most extravagant literary license, here becomes site of a showdown among the amoral Marquis; his humane, naive doctor, the Abbe Francois Coulmier (Joaquin Phoenix); his upright persecutor, Doctor Antoine Royer-Collard (Michael Caine); his long-suffering wife, the marquise (played by Rush's wife, Jane Meneleaus); and Charenton laundress Madeleine Leclerc (Kate Winslet), who helps smuggle out his writings, hidden in his sheets.

Coulmier, who believes Sade's writings are therapeutic, is his enabler, Madeleine his last erotic ideal. But Royer-Collard is Sade's opposite number and antagonist, and Caine plays this smug, rich prig with stiff-backed viciousness, swallowed-up fury and a smile deadly as a jigger of arsenic. An obvious influence here is "One Flew Over the Cuckoo's Nest"; Royer-Collard is the equivalent of Louise Fletcher's bland-voiced dictator Big Nurse. But Sade is not exactly a rebel-hero-clown like Jack Nicholson's Randle McMurphy. He's a wicked man of genius, and "Quills" attacks the mainstream view that society must protect itself from outlaws like Sade by locking them up and banning their books. Instead the movie suggests that we should protect ourselves from the Royer-Collards, hypocritical, opportunistic, self-proclaimed guardians of public virtue.

Kaufman is a director with a flair for both the intimate ("The Unbearable Lightness of Being") and the epic ("The Right Stuff"). Here, he treats an intimate subject with mock-epic grandeur, making a huge quest and bloody battlefield out of Sade's incarceration and struggle to write. There is crazy grandeur to Sade's battle with Royer-Collard. Deprived of pens and paper, Sade writes on his suits using food; deprived of even that, he resorts to blood marks on his own skin. Ultimately, as Royer-Collard scourges his flesh and cleans out his head, censorship becomes murder.

Little of all this is true -- even if the characters (with the exception of Sade's madmen neighbors) are all drawn from life. But it doesn't matter. It would be foolish indeed to condemn this movie's transgressions of fact, since, early on, we recognize that everything in it will be wildly, comically exaggerated. "Quills," like Sade's life, is a marvel of deviation and excess. And its best scenes are often its craziest: a Charenton play written by Sade that becomes a Hamlet-like masque with Sade taunting Royer-Collard and his susceptible young wife (Amelia Warner); the string of madmen passing one of his stories, sentence by botched sentence, from Sade's cell to his transcriber Madeleine; our first jarring sight of Royer-Collard's medical devices (which resemble, and are, instruments of torture).

The acting is brilliantly overripe, from the reptilian stillness and malice of Caine's Royer-Collard to the glowing heart Winslet gives all her scenes to Phoenix's boyish, eerily vulnerable softness. (Coulmier is, in some ways, the real central character of the film, and Phoenix makes his last moments wonderfully ashen and sad). As for Rush, he gives a bravura, brave, struttingly virtuosic performance. He conveys intellectual vigor and moral depravity in a way that really makes the role his own -- though better physical casting might have been the younger Peter Ustinov or Anthony Hopkins after a pigout. "Quills" is, in part, a message movie. But it doesn't play like one. Aided by the ravishing images of Dutch cinematographer Rogier Stouffers ("Character"), Kaufman and Wright keep it gorgeous-looking, funny, fast, horrific as a vintage Hammer scary movie and violently entertaining -- without ever evading the deeper, darker themes: civilization and its discontents, the evils of censorship and the beast in man.

Ironically, much of today's audience, if they actually read Sade's books, would probably want them censored, too -- especially "The 120 Days of Sodom," Sade's vilest, bloodiest fantasy, which created a furor when Pier Paolo Pasolini filmed it in 1975, updated to the Nazi era, as "Salo." Feminism made Sade an outlaw once again. (His earlier arrests were not for his writings but abusive acts against prostitutes and young servant girls.) Where he belongs, along with Rimbaud, Genet and Villon, is with the French writer-sinners and poets maudits.

And "Quills," in a way, ranks with such celebrated, savagely beautiful '60s celebrations of life's wilder side as "Bonnie and Clyde" and "The Wild Bunch" -- where the outlaws and their violence expose how fragile and false some of our institutions can be. Like Kaufman, I don't believe in censorship and I do believe that lies and tyranny rot the soul and corrode lives more surely than any dirty book. That is why his Marquis de Sade -- voluptuary in chains, monster of genius and writer without quills -- is a figure both comic and tragic, a lost soul trapped between a "heaven" of vice and a hell of pious brutality.