VIDEO ENTIRELY 'CIVIL' BURNS DOCUMENTARY ILLUMINATES TOWERING ISSUES, TERRIBLE TOLL OF WAR.

Byline: Rob Lowman Entertainment Editor

The most remarkable aspect of watching Ken Burns' 11-hour documentary ``The Civil War'' is that no matter how many times you see scratchy old photographs of Abraham Lincoln or Jefferson Davis or hear some fiddle variation of ``Rally 'Round the Flag,'' it doesn't really matter. Familiarity, in this case, frees the imagination, and it is the words of those who took part in this bloody and divisive conflict that fill in the picture, resonating long after the images fade. This is helped by the superb narration by David McCullough and readings by such actors as Sam Waterston (as Lincoln), Jason Robards (as Union Gen. Ulysses S. Grant) and Jeremy Irons (French writer Alexis de Tocqueville).

If you missed PBS' rebroadcast of the 1990 documentary or would simply like to have a copy, a special five-disc DVD has been released that has been digitally remastered (even the scratchy pictures look great) and includes interviews and other features that were not included in the series.

Since its original airing, Burns' epic has come under fire from some historians, although it did briefly turn several academics into household names. But even at 11 hours, it would be impossible to explain all the political currents and historical events that made up the conflict. Indeed, there are whole clubs and re-enactment groups dedicated to the Civil War, and the number of books on the subject keeps ballooning.

Suffice it to say the documentary is a starting point for those interested in American history, and it's a very good one at that. For those who felt that there wasn't significant explanation as to why the poor white non-slave-holding Southerner fought, all you have to know is the story that historian Shelby Foote tells in the documentary about such a Rebel soldier who had been captured in the South. When asked by some Yankee soldiers why he was fighting, the Rebel replied, ``Because you're here.''

There are no simple answers to explain why America tore itself apart in this conflict, leaving horrible wounds and scars that the nation is still dealing with. (Today is the 40th anniversary of James Meredith's entering the University of Mississippi. That event, nearly 100 years after the Emancipation Proclamation, set off riots and bloodshed. Needless to say, this country is still dealing with its racial divide.) Simple answers, though, often - as with the Rebel's soldier's reply - speak volumes. Burns' ``The Civil War'' may not be to everyone's liking, but it does illuminate an important dark period of American history in a way that everyone can understand, making it worth the time and investment.

Two related films to check out: Burns says he got the idea to do the documentary in 1984 after finishing Michael Shaara's book ``The Killer Angels,'' a dramatization of the battle of Gettysburg. TNT turned it into the 1993 movie ``Gettysburg,'' before airing it as a miniseries, which was its original intention.

Earnest and long-winded at times, it still manages to give you a sense of the monumental battle. It stars Martin Sheen as Southern Gen. Robert E. Lee and Jeff Daniels as Joshua Lawrence Chamberlain, the Maine professor whose coolness of command on the Little Round Top perhaps saved the battle for the North and won him the Congressional Medal of Honor. It was awarded 30 years later.

In ``The Civil War,'' Morgan Freeman is the voice of Frederick Douglass, the African-American abolitionist. A year earlier, Freeman starred with Denzel Washington and Matthew Broderick in ``Glory,'' Ed Zwick's film that told the story of the 54th Regiment of the Massachusetts Volunteer Infantry, made up of black soldiers. Freeman plays Sgt. Major John Rawlins, who is likely a Hollywood fabrication representing Sgt. Wiliam H. Carney. Carney won the Congressional Medal of Honor for his valor during the battle at Fort Wagner, S.C., which is depicted in the film. Like Chamberlain, Carney (who is mentioned in Burns' documentary) had to wait for his medal, which he received in 1900.

WHAT PLOT?: Out today on DVD are ``The Scorpion King,'' starring the wrestling superstar The Rock, and ``Brotherhood of the Wolf,'' French director Christopher Gans' loopy comic-book adventure that's been described as martial arts in the time of Louis XV.

Sometimes a good enough director will turn what is essentially Saturday afternoon adventure fare into something enjoyable - the best examples being Steven Spielberg's ``Indiana Jones.'' (Not profound, but mindlessly fun - like an amusement park ride.) Too many such films, however, have fallen flat despite the noise and special effects.

There is plenty of mindlessness in both ``Scorpion'' and ``Brotherhood'' but at least those who made the films know it, for which they both score points. ``Scorpion'' is an offshoot of Stephen Sommers' successful ``Mummy'' movies. I don't quite understand how the Scorpion King became a hero in this film while he was a villain in ``The Mummy Returns,'' but who's asking? There isn't much time wasted on plot amid the battles and special effects. All you have to know is that The Rock makes a pretty good action star, and he's easier to understand than the early Arnold Schwarzenegger.

It's hard to know if Gans takes either himself - or his film - seriously. ``Brotherhood'' plays like a geek's dream - video-game martial arts action, period costumes, naked women, gothic mystery, the occult and even a smidgen of pretentiousness. The film was a huge hit in France. (No explaining that, but then try explaining the appeal of staged pro wrestling to the French.)

Nevertheless, it's hard not to be entertained - even if you don't like reading subtitles. They just get in the way, anyway.

UNCORKING GUINNESS: What makes a good actor? Just watch the films in the DVD box set ``The Alec Guinness Collection'' or watch the British legend's performance in the three-disc DVD set of ``Tinker, Tailor, Soldier, Spy,'' the stellar BBC miniseries of John Le Carre's espionage novel.

The collection, with new digital transfers, includes Guinness' '50s comic classics such as ``The Lavender Hill Mob,'' ``The Man in the White Suit,'' ``Kind Hearts and Coronets,'' ``The Ladykillers'' and ``The Captain's Paradise.''

In ``Tinker, Tailor,'' which aired in 1980 and has been digitally remastered for DVD, Guinness plays cuckold George Smiley, a semi-retired secret agent during the Cold War who is brought back to find a mole inside the Circus, the code name for the British Secret Intelligence Service. The DVD includes a number of extras, including an interview with Le Carre.

Whether as the weary Smiley or as one of his offbeat characters, Guinness is simply brilliant. What can best be said about the actor, who died in 2000 at the age of 86, is that the roles are almost remembered more than Guinness. That may seem odd, but his genius was in becoming the character - whether it was Jim Wormold in ``Our Man in Havana,'' Prince Feisal in ``Lawrence of Arabia,'' Gulley Jimson in ``The Horse's Mouth'' or Col. Nicholson in ``The Bridge on the River Kwai'' - rather than doing a star turn.

Guinness will no doubt be remembered as Obi-Wan Kenobi in ``Star Wars,'' but if you want to see a master at work, these two DVD sets are good places to start.

``The Civil War - A Film by Ken Burns'' (PBS) lists for $129.98 for the five-disc DVD set.

``Scorpion King'' (Universal) lists for $26.98 on DVD.

``Brotherhood of the Wolf'' (Universal) lists for $26.98 on DVD.

``The Alec Guinness Collection'' (Anchor Bay) lists for $69.98 on DVD.

``Tinker, Tailor, Soldier, Spy'' (Acorn) lists for $69.95. You can order it at www.acornonline.com or by calling [phone].

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``The Civil War'' features digitally remastered images, including an 1862 photograph of President Lincoln, left, conferring with Gen. George McClellan at Antietam.