With an established pedigree in lavish costume drama from his respected RESTORATION, Hoffman might seem a natural to cook up something special for viewers. He combines some of Hollywood's finest acting ingredients but comes up with little more than leftover hash.

Partially modernizing the drama, Hoffman sets the action in Italy at the turn of the 19th century. The opening credits explain that it was a time when the bustle was on the wane and the bicycle was on the rise, which were compatible trends. This humor is typical of the too-cute-to-be-funny level upon which the movie operates. When the actors, dressed in 19th century costumes, begin to speak the language of Shakespeare, it grates on the nerves like watching John Wayne with Japanese dubbing.

The sets are sumptuous, the cinematography handsome, and the operatic music stirring. So long as the actors aren't speaking, the movie is a feast for the eyes and ears, much like RESTORATION.

A MIDSUMMER NIGHT'S DREAM should have you alternately laughing and grinning, but Hoffman's version leaves one staring quizzically, never knowing quite what to make of it. With a killer cast and a great play, he manages to make the poetically beautiful surprisingly bland.

Many of the actors shine above the dullness of the direction. Chief among these is Calista Flockhart ("Ally McBeal"), who steals the show as Helena. With bewitching twitching, she flits about the set with unbounded energy and infectious good spirits.

Michelle Pfeiffer and Rupert Everett, as Titania and Oberon, compete in the movie's beauty contest. Pfeiffer, who long ago seems to have located the Fountain of Youth, gets my vote, but Everett is a close second. Neither give especially memorable performances, but looks count for a lot when you have to sit through such a sleep-inducing production. And if you've ever needed a reason to believe in fairies, Pfeiffer, as a fairy, supplies a most convincing argument.

Kevin Kline gets to chew up the scenery playing a bad actor named Bottom. He makes an especially convincing ass during one of the fairy sequences. His play within a play at the end, however, is a disaster. It is supposed to be laughably bad but is, instead, merely bad.

Stanley Tucci, who seems to enjoy every movie he's in, has a playful, good time as Puck.

Hoffman, who also wrote the screen adaptation, makes many strange staging choices; none more so than having Flockhart engage in mud wrestling. Like so much of the movie, this scene is more weird than funny.

Given all of the other liberties Hoffman takes with the play, it is a shame that he didn't shortened it more. This version quickly becomes tedious and frequently drags. If he had brought the picture in at an hour and a half, it could only have helped.

"Lord, what fools these mortals be," Puck complains. This would be the perfect tagline for this production for it is indeed quite foolishly done. On the other hand, lame Shakespeare is still Shakespeare.

WILLIAM SHAKESPEARE'S A MIDSUMMER NIGHT'S DREAM runs too long at 1:58. It is rated PG-13 for lots of partial nudity usually covered up with strategically placed hair and flowers. The film would be fine for kids around 11 and up.