Like Ken Burns' PBS documentary, "The Civil War," Robby Henson's engrossing new Civil War drama "Pharaoh's Army" was inspired by Shelby Foote's books about the war between the North and South.

"I completely fell in love with Shelby's three-book series," said Henson by phone from New York.

"Burns used it as a bible for his series. I did, too. I tried to make the language as historically accurate as the events. For instance, the phrase 'meeting the elephant' was a term that came from Shelby. It means going into a day's battle."

Henson's script is based on a Kentucky legend about a boy who killed a Yankee soldier and buried him in a sinkhole. Henson came across it while researching one of his documentaries about Southern history and culture.

"A lot of my past nonfiction work has dealt with how you never know what the facts really are," he said. "This is based on oral history. Who knows what the actual history was? Harry Caudill told me this story. The rest of the script is imagined fiction. It's a pretty barebones little legend that we spun into a story."

In the finished film, the boy, played by newcomer Will Lucas, stays mostly in the background. The murdered Yankee is an injured soldier, the boy's mother (Patricia Clarkson) is defiantly anti-Union, and the Union captain (Chris Cooper) who takes over their farm is a reluctant leader.

Cooper was Henson's first choice for the part, partly because of his work in "Matewan" and "Thousand Pieces of Gold": "I think Chris plays 19th-century, morally conflicted characters rather well. Once I decided who the characters were, the characters just wrote it for me. It was written so incredibly quick and easily. I'm working on a script right now that's not nearly so easy -- it's contemporary."

A Kentucky native who got his filmmking education at New York University, Henson has ancestors who fought on both sides of the war, though he wasn't aware of this past until he started doing documentary research.

"A lot of people in Kentucky have this background," he said. "Everyone assumes if you're from Kentucky, you fought for the South, but that's not necessarily true. I only realized it when I was doing research. Many of us don't even know where our ancestors fought in the war."

The movie was shot quickly in the rainy spring of 1994, on a budget of less than $500,000, about half of it provided by government grants that no longer exist for filmmakers.

"I relied on having grown up around that countryside, so there were short cuts in finding locations," he said. "We picked a location that had the perfect creek, pasture and hillside, but there was no cabin or barn, so we had to bring those in. We relocated an existing log cabin, an authentic 200-year-old cabin."

The film's title was drawn from a spiritual, "Mary Don't You Weep," that mentions the drowning of Pharaoh's army in the Red Sea.

"I kind of like the idea of an army getting sucked into a place where they're drowning," said Henson. "One of the key ironies is that the captain had never killed a man, he joined the army to free the slaves, and yet the first man he kills is a slave."

The best-known actor in the movie is Kris Kristofferson, who plays the supporting role of a Southern preacher who uses the Old Testament to justify slavery. Kristofferson's daughter, Tracy, worked as the associate producer and got him involved. On the basis of their work in "Pharaoh's Army," John Sayles cast Cooper and Kristofferson in his next film, "Lone Star."

Clarkson can currently be seen on televison's "Murder One," playing the key attorney's wife. Cooper stars in another movie due this month, "Money Train." Richard Tyson, Huckleberry Fox and Robert Joy, who play Union soldiers under his command, all have a long list of screen credits.

"We really had a tremendous cast for a film that cost this little," said Henson. "I've got Robert Joy as the fourth or fifth lead in my cheap movie! But actors will do something for love if the script is sufficiently character-driven.

"It's a film about people who are always reacting to events. They're fully realized, they have their own agendas, but pretty soon they're drawn towards this point. The mother reminds me a lot of people who grow up in that area. She has a stubborn Scots-Irish sternness, she has a chance to melt but she really doesn't. You see a hardening of her attitudes.

Henson admits that he was for a time attached to his original title "Sinkhole." But the new title, which is coincidentally close to the title of Tobias Wolff's Vietnam memoir, "In Pharaoah's Army," eventually prevailed.

"If you grow up around them, sinkholes are mysterious places," he said. "I liked that title. But everyone outside of Kentucky would look completely glassy-eyed if you mentioned it."

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