Movie fans — and you don't have to be buffs — will enjoy "Visions of Light: The Art of Cinematography," a documentary about the visual side of making motion picture, simply alternates talking heads with movie clips but manages to be fascinating nonetheless.

The film opens with Spike Lee's director of photography, Ernest Dickerson, talking about his being influenced by David Lean's "Oliver Twist," as we see the remarkable subtitles of light and shadow used to evoke emotions in that film's opening scene.

Then, unfolded before us, is a mini-history of the movies, as we learn that the men behind the camera in the earliest days of cinema had to do it all, learning how to use natural then artificial lighting to advantage.

From "Sunrise" to "Gone With the Wind" to "Jaws," from film noir to wide-screen color, cinematographers discuss the films they worked on and the earlier cinematographers who influenced them.

Some of the conversation (with accompanying clips) is startling and revelatory — as with observations about innovative directors like Orson Welles ("Citizen Kane"), Roman Polanski ("Chinatown") and Robert Altman ("McCabe and Mrs. Miller"), and the freedom they gave their photographers.

Others are funny and entrancing at the same time. For example, a clip from "In Cold Blood" shows a convicted killer (Robert Blake) in a prison cell talking about his childhood without emotion, yet tears seem to be running down his face as raindrops are reflected through the window. Cinematographer Conrad Hall says he has been praised for and asked how he did that scene for more than 25 years — but his explanation will surprise you.

"Visions of Light" is a wonderful, unique look at moviemaking. Though unrated, it might get a PG for some mild violence in film clips.