THE PROPOSITION — *** — Guy Pearce, Ray Winstone, Danny Huston; rated R (violence, gore, profanity, sex, brief rape, nudity, torture, brief drugs, vulgarity, racial epithets).

"The Proposition" nearly manages to out-grime both "Unforgiven" and "Deadwood," which is no easy task — Clint Eastwood's genre-busting 1992 Oscar-winner and the HBO pay-cable TV series are about as dirty and low-down as Westerns get.

And yes, that does mean "The Proposition" isn't for everyone. In fact, it has a real nastiness to it that will probably put off more than a few members of the audience. And the violence is so graphic that Sam Peckinpah probably would have appreciated it.

However, those with strong stomachs, who can stand the assault on their sensibilities, will be rewarded with a thoughtful and well-acted, albeit somewhat disturbing, picture.

"The Proposition" is set in late 19th-century Australia and follows Charlie Burns (Guy Pearce), one of three brothers accused of savagely murdering a family. A no-nonsense Army officer named Captain Stanley (Ray Winstone) has been assigned to help clean up the Australian Outback, and he is seeking Charlie's cooperation in his plan.

To further that goal, Stanley's men have captured Charlie's younger brother, Mike (Richard Wilson), and are threatening to execute him unless Charlie helps track down and kill their considerably more vicious older brother, Arthur (Danny Huston).

Veteran music-video director John Hillcoat and screenwriter Nick Cave also try to develop the relationship between Winstone's Stanley and his genteel wife, Martha (Emily Watson, superb as always).

There are quite a few over-the-top elements, such as the showy performances given by supporting-cast members John Hurt and David Wenham. But this may be the most effective Huston has ever been in a film. His almost-too-quiet psychopath character is properly menacing (and it helps that he doesn't have much dialogue).

"The Proposition" is rated R for intense scenes of violence (including shootings, spearings, beheadings and some violence against women), graphic gore, strong sexual language (including profanity and crude slang terms), simulated sex and other sexual contact, a brief rape scene, some female and full male nudity, a brief scene of torture, brief drug content (herbal remedies), and use of racial epithets. Running time: 104 minutes.

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