After hating director Oliver Parker's recent and dreary rendition of OTHELLO, it was refreshing to see director Richard Loncraine breath such tremendous life-force into RICHARD III. No since the even better Kenneth Branagh's HENRY V and Franco Zeffirelli's ROMEO AND JULIET, have I enjoyed Shakespeare so much.

Ian McKellen is the executive producer, cowriter along with the director, and lead actor. The film is based on Shakespeare's play, but I believe many of the lines were either rearranged or abbreviated. I read that Ian McKellen spent several years trying to sell various Hollywood studios on the making of this film, but when the studios read the script, they kept saying that they hoped he made it, but they were not going to be the ones to fiance anything that bizarre. Eventually, he got the funding, and the movie is a triumph. Whether there is a big enough audience for a film like this to turn a profit is another question of course.

RICHARD III starts with a dance in a royal ballroom. The band is playing 1930s dance music. People come in and greet each other, seemingly with great happiness. Finally, the music ends and Richard, Duke of Gloucester (Ian McKellen), delivers the famous "Now is the winter of our discontent" speech. In this speech and most others in the movie, it is pronounced and given nuances fresh and not found in most actors' Shakespearean repertoire. The speech actually continues as nature calls, and Richard leaves to use the urinal. In most movies I find contrivances like soliloquies in the bathroom to be silly at best, but McKellen's strength of acting manages to pull it off effectively.

This is a fascinating and true story that averages a murder every five minutes, and thanks to great editing by Paul Green, the movie flies along. As Richard says, "plots have I laid." As the words moved fast and furiously, I realized why Shakespeare is so unapproachable to a mass audience, it requires attention. Unlike the sound bites of political campaigns or MTV, all thoughts are not delivered in short sentences full of monosyllabic words designed to let the brain stay on autopilot. I will not insult your intelligence by attempting a condensed version of the story here. Instead I will concentrate on reviewing the film itself.

The cast is full of good actors and actresses who are coached by the director to give some of their very best performances even though their roles may be quite minor. Robert Downey Jr., for example, plays Rivers and has less than a dozen lines, but delivers them to great effect. Adrian Dunbar plays Tyrell as a chilling man who has almost as few scruples as Richard. Jim Broadbent has a larger (pun intended) role as Buckingham, playing him as the Herman Goering of the picture.

Annette Bening is wonderful as Queen Elizabeth, the wife of King Edward (John Wood). After Richard has killed her two sons, a.k.a., "the little princes", Bening delivers her best lines. She says, "I have no more sons of the royal blood for you to slaughter." Richard smiles deviously and replies with a sweet voice, "You have a daughter." In another she asks him, "Shall I be tempted by the devil then?". He quickly retorts in a melodious voice, "Yes, if the devil tempt you to do good."

Kristin Scott Thomas plays Richard III's wife Lady Anne. She is degraded by him and becomes a heroin addict. In one shocking scene we have her hiking up her dress to shoot up. A chilling performance, but a bit hard to watch.

Now who else have I forgotten in this ensemble cast? There is Nigel Hawthorne as Clarence, Maggie Smith as the Duchess of York, Jim Carter as Hastings, the great Edward Hardwicke as Stanley, Tim McInnerny as Catesby, Bill Paterson as Ratcliffe, Donald Sumpter as Brackenbury, and Dominic West as Richmond. There is not a bad acting job in the movie.

The best acting, and one worth many awards, is that of Ian McKellen. He creates a ruthless tyrant who is willing to kill men, women, and children of any age if they get in his way even for a moment. During his villainy, he manages to grovel in front of his soon to be victims as if he is their devoted servant. In perhaps his key line, delivered in a 1930s war train, he admonishes his troops, "conscience is but a word cowards use." In case you are curious, the "a horse, a horse, my kingdom for a horse" speech is delivered in a broken down jeep.

The best part of the entire movie are the sets by Tony Burrough. The Tower of London is transformed into a dim and damp basement full of overhead pipes and harsh lights. When he chooses a real set, he uses the Crystal Place at Brighton which is as close to an unreal real set that you can get. The best set is the one for the party rally. It is a direct copy of that from Leni Riefenstahl's TRIUMPH OF THE WILL which covered Hitler's 1935 Nazi party congress.

The wide variety of costumes (Shuna Harwood) range from army uniforms reminiscent of the Nazis to lush clothing for teas full of cream colors for the men and primary colors for the women. Richard's make-up (Pat Hay) has him with the required hunchback and a deformed left arm and with a perfect little quasi-Hitlerian mustache. The cinematography (Peter Biziou) of hazy and shiny blues and greens with strong flesh tones adds a feeling of death and conniving around every corner.

The real Richard III died in the Battle of Bosworth Field. McKellen's ending is in a World War II battle complete with tanks and tremendous explosions. The last scene with the loud Al Jolson music is, well, a hoot.

RICHARD III runs a quick 1:45. It is rated R for tastefully done violence, a little sex, very brief nudity, and one hard drug usage scene. I am sorry to say that it has massive smoking for no purpose. This show would be fine for teenagers, and I would strongly encourage them and anyone with an attention span longer than 15 seconds to see this film. It speaks to our time and every time. I gladly give the movie *** 1/2.