There are directors who like to keep their actors in the dark. And then there are directors who literally commit to trapping their company of players in...the...dark.

On Tuesday night, Agnieszka Holland told the crowd at TheWrap's Awards Series Screening of In Darkness how she overcame the challenge of shooting the Holocaust epic in extremely low light.

The vast majority of the film takes place in sewers where a group of Jewish refugees take shelter for months at the height of World War II. The result more than lives up to its name, being almost literally a film noir.

It was challenging, Holland told Sharon Waxman, TheWrap's Editor-in-Chief and the evening's moderator, but for me, as a filmmaker, it was a positive challenge. It was one of the reasons I finally said I cannot not make this movie, because how many times in a lifetime do you have the opportunity to shoot your entire movie, or 80 percent of the movie, in the darkness? Probably once.

And not everybody gets that offer, she pointed out to the Landmark crowd. Children and grandchildren of the real-life Jews who survived the ordeal were on hand for The Wrap's screening, taking their own trip into that visceral dimness for the first time.

This is Holland's third Holocaust drama, following her breakout arthouse hit Europa Europa and the lesser known Angry Harvest. Testing her ability to make a film rich in characters, emotion, and action helped counter-balance any feeling of been-there-done-that, or emotional exhaustion on the topic.

When the script was sent to me, I was moved by the story, but I passed on it, Holland said. I said to myself, 'I cannot go there any more.' But the writer was persistent (and told me) that I'm the person who can tell this story.

If anyone else tries to suggest that three Holocaust films is too many, she understandably bristles. There's a lot of people who are asking, 'Why another Holocaust story?' Which I don't understand, because nobody's asking, 'Why another romantic comedy?'

The director knew what prettifying traps she wanted to avoid. When you see movies like 'The Third Man' with Orson Welles, Holland explained, the sewers of Vienna look beautiful. The cinematographer put the lights in the bottom of these tunnels, and it gives you the counter-light and it looks like a Gothic cathedral or something. I didn't want that. I wanted it to be as it is, which means dark and dull and wet and unbearable.

But at the same time, of course, we wanted you to see what's important -- to see the action, to see the expressions on the faces of the people, to be with them.

Holland said that each of her three films about the Holocaust grapple with the intersection of the Jewish experience and Jewish victimization in the war and the Gentileworld around them.

She said that she is particularly interested personally by the meeting of Jewish and Gentile sensibilities because it happens inside of myself. My father was a Jew and his family died in the Holocaust in the Warsaw ghetto. And my mother is Gentile, and she as a very young girl was saving Jewish families in Warsaw during the Holocaust and afterward had her title of 'the righteous among the nation' and her place in the Holocaust museums. So both those two points of view, I was very sensitive to.

But, Holland added, most of the Holocaust movies are the movies of the people who survived. And I want once to make the movie about people who didn't survive. Because most of the people didn't, as you know.

Just one obstacle to making her fourth and possibly most harrowing Holocaust film, then: The people don't want to give money to do those movies. So we need some way around, to deal with that.

Thanks to In Darkness Holland is now an expert on a subject she never expected to master.

About 20 percent we shot in real sewers and the rest on sets, she said. But the production designer did a great job, and you would not recognize the real sewers from the constructed sewers.

When we went for the location scouting, Holland added, I became the big specialist in sewers. I've been in probably 10 or 12. And I also watched this special website where the crazy guy is going into all the sewers all over the world to compare. The most beautiful are the sewers of Montreal, I guess.

Naturally, the lovely sewers never made her short list.