As the song goes, "When I'm not near/ The girl I love/ I love the girl I'm near." Love is so wonderfully irrational. Who but an accountant would have it any other way? Shakespeare took advantage of love's illogical, nay demented, nature, in fashioning a fable that--take away the sylvan background and the eye-popping changes wrought by extra-natural elements--could take place right in the heart of Times Square on New Year's Eve. Shakespeare, known for his unusually perceptive insights into human nature as well as his impossibly lyrical utterances, knew that reason and love do not often keep good company. And so he had no problem arranging for a beautiful fairy queen to fall hopelessly in love with an ass. Next time you see a strange-looking couple on the street and wonder, "What could she possibly see in him?" remember that the most ravishing femme fatale just might find a guy with donkey ears and an eccentric nature more exciting than an army of bean counters hunched over their desks at Broderick & Company CPA PC.

In keeping with the festive mood of Midsummer Night which is celebrated in England on June 23, Shakespeare offers not one story of a pair of star-crossed lovers as he did with "Romeo and Juliet" but looks into comic possibilities of a similar situation involving five sets of ill-sorted lovers. The very multiplicity gives the play comic overtones. "A Midsummer Night's Dream" opens during the four seemingly endless days before Theseus, Duke of Athens, would wed Hippolyta (whom he won in battle). She is not so eager. Demetrius and Lysander love Hermia. Helena, who loves Demetrius, is lusted after by no one. Oberon and Titania, the fairy king and queen, have separated. In a play-within-the- play, Pyramus and Thisbe are divided by the mutual dislike of their parents. Despite the seemingly insurmountable difficulties that love brings to us all, Shakespeare is determined to show that everything gets sorted out. Love works. Love can put an ass's head on anyone. Has this, dear reader, ever happened to you? As for logic, well, "Midsummer" sets before us people who are equals in class and wealth, its men and women about equal in height. What makes one man fall in love with one woman, ignoring all others?

The action unfolds at night, when reason gives way to dreams, and by daybreak we will see how "the lunatic, the lover and the poet/ Are of imagination all compact."

Shakespeare is coy about giving specific instructions and set designs to the people who are to direct his works, leaving (in this case) Michael Hoffman to tinker as he will with the natural background, the order and length of the scenes, even the century. He chooses to update "Midsummer" from 16th Century Athens to the Tuscany region of Italy in the late 19th Century, when bicycles were first coming into their own as a new invention. For his score, he freely employs operatic sections from Bellini's "Norman," from Verdi's "La Traviata," and the traditional background music of Mendelssohn--as well as a brand-new orchestration from Simon Boswell. The lush film--the most expensive work to date by Fox Searchlight Pictures--opens as Duke Theseus (David Strathairn) prepares for his wedding to the reluctant Hippolyta (Sophie Marceau). During the days prior to the nuptials, the Duke holds court listening to a complaint from the starchy old Egeus (Bernard Hill). Egeus, for reason wholly arbitrary, insists that his daughter Hermia (Anna Friel) marry Demetrius (Christian Bale) rather than the dashing Lysander (Dominic West) whom she loves. The lovers plan to elope into the woods using their newly-invented bicycles. Meanwhile the lovelorn Helena (Calistra Flockhart) follows the man of her dreams, Demetrius, like a spaniel, masochistically insisting that the more he scorns her, the more she will love him.

At the same time a group of amateur actors head for the woods looking for a space to rehearse the play "The Most Lamentable Comedy, the Cruel Death of Pyramus and Thisbe," under the direction of the Peter Quince (played by an almost unrecognizable Roger Rees). As all converge, they are watched by the woodland fairies, particularly the mischievous Robin Goodfellow, or Puck (Stanley Tucci), the fairy king, Oberon (Rupert Everett), and his estranged queen Titania (Michelle Pfeiffer). Puck sprinkles drops from a flower into the eyes of some of the sleeping mortals and the slumbering fairy queen, causing each to fall in love with the first person he or she sees upon awakening. The mixup that results is the source of most of the comedy.

For reasons known principally to the adapter-director, Michael Hoffman, the company of thesps is a mixed one. British, American and French performers get together leaving the audience to judge which nationality can do the Shakespeare best. Surprisingly the Americans outdo the British in most junctures, the one major exception being the American David Strathairn, so adept in quirky roles such as those directed by John Sayles ("The Return of the Secaucus Seven"). Here he is overly stiff appearing uncomfortable as though intimidated open himself for judgment "as a Shakespearean actor." Nor does Michele Pfeiffer, for all her beauty, look alive in the role of the fairy queen or exhibit the slightest chemistry with Rupert Everett. Kevin Kline runs away with the show (surprise!) as Bottom the Weaver, who is transformed into an ass (see above note about how most of us lovers are likewise converted). Capturing the screen as an obvious ham, he debates his role as Pyramus with the theater company's manager so vivaciously that we wonder whether Mr. Hoffman was spared similar domination. He clowns furiously when afforded his donkey's ears and yet at key points allows us to look into the pathos that has enveloped the man who has been so changed by love. Stanley Tucci, known by lovers of art movies for his hilarious job as a nervous chef in the wonderful "The Big Night" easily becomes the movie's center, its impresario, as he sprinkles love's potion indiscriminately and then sits back with a smirk on his face to judge humankind: "Lord, what fools these mortals be!"

Oliver Stapleton's camera conveys the mysterious sylvan atmosphere of the woods, though he could have done more with the Tuscan town that forms the urban backdrop of the story. When you consider that the only special effects employed by Hoffman are the donkey's ears set upon Kevin Kline, you may agree that this interpretation of "A Midsummer Night's Dream," surprisingly only the second major studio presentation of the great comedy (the first being the Warner Bros. 1935 version with James Cagney, Dick Powell, Olivia de Havilland and Joe E. Brown), is a vivid one indeed.

What you come away with is a graphic illustration of the lunacy of lovers and yet another production that has us thinking about the nature of illusion and reality. Were the proceedings of the humans and fairies in the forest an actual occurrence or simply the lovers' dream? Was Bottom really converted into an ass, or did he simply dream about his own subconscious view of himself as, at base, a donkey? We sit in our seats in the darkened theater, knowing full well that everything on the screen really happened. Or did it? As Prospero will say later on in "The Tempest," "We are such stuff/ As dreams are made on, and our little life/ Is rounded with a sleep." Despite the inadequacy of a handful of actors in this "Midsummer," the movie comes awfully close to being a dream production.