The assembled talents of an all-star cast are exploited most delightfully in Michael Hoffman's adaptation of _William_Shakespeare's_A_Midsummer_Night's_Dream_. While as sunny and sweet as the Bard's original romantic comedy of errors, this update isn't always dreamy, but its classic romantic spell should leave moviegoers swooning.

The "dream" of the title is actually one very real night in the forest where lovers are star-crossed, criss-crossed, or just plain made cross, thanks to the magical machinations of Oberon (Rupert Everett), the King of Fairies; and his impish right-hand sprite, Puck (Stanley Tucci). Into the forest that night come the hopelessly besotted Lysander (Dominic West) and Hermia (Anna Friel), the latter of whom is lovelessly betrothed to Demetrius (Christian Bale), who, in turn, is pursued, however clumsily, by the unloved-by-anyone Helena (Calista Flockhart). A few drops of a flower's magical juice later, and a bewildered Helena finds herself the object of desire for both Demetrius and Lysander, leaving Hermia by the wayside. The juice is indeed loose, for also falling under its power is Oberon's wife Titania (Michelle Pfeiffer), who becomes enamored of an ass--literally and figuratively. His apt name is Nick Bottom (Kevin Kline), a pompous ham of an actor who is transformed into a half-man/half-donkey monstrosity by a playful Puck.

This section, being the part that gives the play its title, is the focal point of the play and the film, but, strangely enough, it's also the part that works the least well in the film. Of course, it has nothing to do with the parent text; Shakespeare's timeless barbs (mostly delivered by a comically cruel Lysander to a disbelieving Hermia) would never lose their edge in any translation. Neither are the actors at fault; they are all up to the Shakespearean task. The biggest revelation is Flockhart, who displays exquisite comic timing as the very un-Ally Helena. What is at fault, is Hoffman's staging, or, rather, his stage. This entire second act was filmed on a soundstage, and it shows: the backdrops are flat; the same tree sets are recycled over and over again; and--most distracting of all--it's ridiculously overlit (it may be midsummer, but it still is _night_). A certain level of unreality should be brought to this section--we are dealing with fairies and man-asses here--but it's one thing to be unreal (as in a fantasy) and entirely another to appear artificial (as in synthetic).

Hoffman has better luck with other directorial choices. Most notable is his change of setting from ancient Greece to 19th Century Italy, and this adds a fresh new dimension to the material: fresh locations, fresh costumes (no tights!), and, most notably, the advent of the bicycle, which adds some needed movement to static scenes. Hoffman also doesn't force fake British accents upon his non-Brit stars (Pfeiffer, Flockhart, Kline, Tucci, David Strathairn, and Sophie Marceau), sparing them and the audience a Kevin Costner-as-Robin Hood-type embarrassment that would only distract from the poetry of Shakespeare's words.