“You always hear people say, ‘We want something different–we’re so tired of the same fare,’” Michael Polish remarked during a recent interview in Dallas. He and his twin brother Mark, who sat beside him, are certainly testing whether moviegoers really mean that with their new film “Northfork.” The picture, which the brothers scripted together, Michael directed and Mark co-stars in, is certainly unique among the summer’s releases–a bit of magic realism which melds a story about the evacuation of the remaining residents of a Montana town, about to be inundated by the flood created by a new dam, with the hallucinatory dreams of a terminally-ill boy. At once haunting, ruminative and oddly humorous, “Northfork” will prove a challenge to viewers, some of whom will love it while others will have a very different reaction.

“We’re always just trying to push the envelope,” Mark said. “Trying to break up the three-act structure, trying to make it not just about one thing.” In that respect “Northfork” continues the tendency of the two earlier parts of the brothers’ middle-American trilogy, “Twin Falls Idaho” (1999) and “Jackpot” (2001). But it goes far beyond them in scope, vision and impact.

“Northfork,” which is set in 1955, originated in a bit of the Polish family history. “Our grandparents homesteaded [in Montana],” Michael explained. “We have a few ranchers in the family, and our dad was born and raised in Montana. This is a world that not a lot of people get to see–it was kind of a dream world.” Describing the Montana plains that continue right up to the Rockies, Mark recalled: “I’d never seen anything that was so flat and then rose so high.”

But that wasn’t all. “Our grandfather built dams,” Mark said. “He helped build two of the big dams…and our dad, to keep his spirit alive, took us to places he’d built.”

So the brothers connected the sense of place with the impact of their grandfather’s work to fashion a meditative fable about “moving to higher ground” in a variety of senses–both physical and spiritual. Ultimately “Northfork” is about death–of a town and of a boy–and that caused studios to wonder whether it could be successfully distributed. (“You can’t market death,” Mark recalled one executive saying.) But at the same time it’s not a gloomy or depressing film. Or joyous, either. Instead it has an underlying tone of sad resignation, conveying the dark necessities of the human condition without dismissing the possibility of occasionally rising above it.

Unlike the Polish brothers’ first two films, “Northfork” boasts a stellar cast, including Nick Nolte, James Woods, Daryl Hannah, Ben Foster, Peter Coyote and Anthony Edwards. Some took roles as a result of earlier contacts with the brothers–Hannah, for example, had appeared in their earlier pictures, and Nolte came to the project after working with them in front of the camera on Neil Jordan’s “The Good Thief”–while others, like Woods, simply read the script and wanted to become involved.

Of Nolte, who plays the town’s gruff priest, Mark said, “We’d go out and have a drink or two, and he asked what we were doing next. He said, ‘Is there anything for me?’ I just looked at Mike and said, “Oh, s–t, he’s asking us.” Mike continued the story: “So we actually gave him the part of Walter [one of the locals engaged in evacuating residents]–we thought he’d be good for Walter. And he called back and said, ‘No, I want to play the Father part.’ And I said, ‘Oh, great, we don’t have a problem.’ I didn’t tell him that James Woods wanted to play Walter. I mean, this is the best of all worlds. Jimmy just out of the blue contacted us. We didn’t have any connection with him. He read it and wanted to meet us.” From that point, the floodgates, as it were, opened. “When it started steamrolling, everyone wanted to be involved,” Mark recalled. And Michael continued: “Everybody in the movie wants to be in the movie. You couldn’t pay anybody–it was SAG scale, which is $1500 a week–that’s all they were going to make. So you really want to be freezing your butt in Montana, or you don’t want to be there at all. And so everybody was there in the spirit of making the movie.”

Some of the cast, however, was local. An extraordinary-looking waitress in one of the picture’s oddest, and funniest, sequences, for example, was discovered by accident, and was so overwhelmed by the presence of Woods on the set that Michael had to change his directing style. “She was very fragile,” he recalled. “So I said, ‘Jimmy, I’m going to tell you what to tell her. She’ll listen to you.’ So he directed that scene–I had to go through him. She would never have paid attention [to me], she was so freaked out.”

On the other hand Duel Farnes, the young boy who plays the terminally-ill orphan cared for by the priest, was also a local, but he was hardly nervous. “He was local, and so he was really into running around with a T-shirt in the snow,” Michael said. “He was just a good old rowdy kid.” Mark added: “All he wanted, all he kept saying, was ‘I want to die. When do I die? Do I die today?’”

Making “Northfork” independently on a modest budget over a mere 24 days was a gamble–“We had everything mortgaged,” Mark recalls–and had its share of harrowing moments. Nolte, for example, was barely released from “The Hulk” shoot in time to film his first scene, and at one point, as Michael put it, “one of the cameras fell into the lake–that was scary.” But having just completed an acting job on a much bigger picture–“The Bridge of San Luis Rey”–they said that the experience is the same no matter the scale. “The same problems plague a $40 million film as an under $2 million film,” Michael observed.

Michael and Mark are about to find out how adept they are in dealing with such difficulties on a much larger scale. They’ve sold a science-fiction script called “I.D.” (“our version of ‘Blade Runner,’” Michael said) to Warner Bros., and are due to make it in the fall. “It’s a bigger picture, sort of a whole new thing for us…a lot of money, probably a lot more headaches,” Mark said. But as Michael explained: “There comes a time when you just want to see if it will work out–probably nine times out of ten, it doesn’t really work the best way, but the script seems to be something they like. So far they haven’t changed it.”

“Northfork” is a Paramount Classics release.