Directed by Michael Hoffman

Writing credits: Michael Hoffman (Screenplay)

Fox Searchlight Pictures

If your idea of a fun way to spend a beautiful spring afternoon is to watch two hours of spectacularly gorgeous people dusted with glitter gamboling through a wood in various stages of undress, well, then WILLIAM SHAKESPEARE'S A MIDSUMMER NIGHT'S DREAM is the movie for you.

Once again (as in Kenneth Branagh's HAMLET and the upcoming scary prospect of an Ethan Hawke version of that play), the location and time period of the Bard's play has been changed, this time to the Tuscan countryside, where in a grand house, preparations are underway for Duke Theseus’ (the wooden David Strathairn) wedding to Hippolyta (a mumbling Sophie Marceau). If you find these updated settings in Shakespeare plays jarring, you might not like this film, for all these references to Athens when the costumes are British Victorian/Edwardian and the location is Tuscany can be disconcerting.

In the midst of all this, the Duke is obliged to mediate between the opposing sides in a dispute over an arranged marriage: Captain E.J. Smith, er, excuse me, old Egeus (Bernard Hill) has promised his daughter Hermia (Anna Friel) to Demetrius (Christian Bale), but Hermia loves Lysander (a Harry Hamlinesque Dominic West) and wants to marry him instead. Ordered by the Duke to obey her father, Hermia plans to elope with her true love. At the same time, Hermia’s best friend Helena (Calista Flockhart) is in love with Demetrius. Are you getting all this? There'll be a quiz at the end of this review....and no Cliff Notes, please!

Meanwhile, back in the woods, a band of amateur thespians including Bottom, the Ham to end all Hams, are rehearsing "The Most Lamentable Comedy, and Cruel Death of Pyramus and Thisbe," to be performed at the Duke's wedding, perhaps for a cash award.

Ah, but yon wood is also the secret home of the fairies, a group of tawny, buff, half-naked people in gauzy Pre-Raphaelite costumes, led by the brooding Oberon (the drop-dead gorgeous Rupert Everett), who is King of the Fairies (Now, stop it!) and his Queen (I said, stop it!), Titania (the equally drop-dead gorgeous Michelle Pfeiffer). Oberon and Titania are having marital problems, and Oberon decides to wreak revenge on his Significant Other by having his trickster Puck (the marvelous Stanley Tucci in full Pan regalia) administer a powerful love potion to cause her to fall in love with the first thing she sees, no matter how ghastly (which turns out to be Bottom the actor, who has turned into an ass -- this time a real one. The potion also causes the other lovers to engage in a dizzying episode of partner-swapping.

But this being a Shakespeare COMEDY, love conquers all, with lots of witty repartee and naked cavorting along the way, punctuated by snide observations by Puck.

In most cases, I firmly believe that no one can do Shakespeare properly but the British. Certainly in Branagh's HAMLET, the American actors made the dialogue sound stilted and archaic, whereas it simply rolls off the tongues of the British actors and sounds perfectly contemporary and comprehensible. The film does not begin auspiciously, with David Strathairn and Sophie Marceau (with her French inflections) mumbling their lines -- an ominous sign. Happily, however, both Kevin Kline and Stanley Tucci (both with Shakespearean experience) are able to achieve this facile delivery. Even Michelle Pfeiffer, a Shakespeare novice, holds her own. Less successful, however, is Calista Flockhart (a classically-trained actress herself), who plays Helena as a sort of foot-stomping, tantrum-throwing, New York angsty Helena McBeal. Contrasted to Kline, whose Bottom is at once hilariously funny and touchingly poignant, and Tucci, who was born to play Puck and has a jolly good time doing so, Flockhart falls dismally short.

Aside from Strathairn and Marceau, the rest of the cast is also effective. Anna Friel has a perfect complexion and the voluptouous Gibson Girl look of a young Bernadette Peters -- and she can act, too. Dominic West (where has he been hiding?) has the ardent, boyish appeal of a debauched Ioan Gruffudd; if some of those estrogen-crazed teens from the A&E Horatio Hornblower messageboard ever get hold of him, Gruffudd will morph into Dominic West.

Christian Bale, whose career began spectacularly at age 14 with EMPIRE OF THE SUN and who hasn't quite lived up to that performance since, sports nice six-pack abs, but is far more convincing as the sullen Demetrius than as the ardent, loving Demetrius. He seems to have a simmering, coiled-up rage, as if he's already channeling his Patrick Bateman character in the upcoming AMERICAN PSYCHO.

The costumes by Gabriella Pascucci (THE AGE OF INNOCENCE, BARON MUNCHAUSEN) are again spectacular, with shades of green and gold predominating in her fairy costumes, and her obvious knowledge of Victorian/Edwardian styles in clear evidence. If this film reaches any kind of audience, I think we can look for this sort of quasi-Grecian/Druid/Celtic Wicca drapery to make its way into holiday fashions and next year's prom wear, much the way TITANIC became a fashion influence last year. As it is, Max Factor has already introduced a cosmetics line, so look for an army of teenybopper Michelle Pfeiffers walking around in gold-dusted cheekbones.

This pasta alla amore (whatever that is) of a film is finished off with a luscious score by the versatile Simon Boswell (SHALLOW GRAVE, COUSIN BETTE) that incorporates operatic selections by Donizetti, Bellini, Verdi, combined with influences from Indian, Bulgarian and Syrian traditional music and a soupcon of Mozart, Stravinsky and Ravel.