By Stacey Richter SHAKESPEARE PROVOKES anxiety, I've noticed, in the hearts of the otherwise curious, intelligent and alert. The thought of going to a film of Shakespeare (or a play) can be like the prospect of taking a bitter and unpleasant tonic that you know is meant to be good for you. The language, the costumes, the parades of queens and princes--it all seems a little medicinal. Okay, I'll admit it. The thought of seeing Shakespeare, especially on film, which has not done well with stage productions, filled me with dread. Well, I'm here to tell you, I saw Richard III and it was easy. Really. Yes, Shakespeare is a more difficult scriptwriter than, say, Joe Eszterhas ("How'd you like a knuckle sandwich?"--Showgirls) but he is infinitely more rewarding ("O, never yet one hour in his bed have I enjoyed the golden dew of sleep"--Richard III). And this production, set in England during the thirties, is stunning, creepy and fast-paced. Ian McKellen (who also co-wrote and co-produced), with his permanent scowl, makes a wonderfully malicious Richard of Gloucester. The thirties costumes and sets update the visual cues we've lost sight of since the Elizabethan era and give the film a political frame of reference. Richard is the most spiteful and cunning of Shakespeare's villains--an ugly prince, born with a hunchback and withered arm and pretty much devoid of redeeming qualities. He suffers from what we would today term low self-esteem, a sort of inverted Kurt Cobain syndrome: He hates himself so he wants to be a famous king then he wants everyone else to die. After he helps win the throne for his brother in a bloody civil war, he sets to murdering just about everyone he knows in order to achieve his self-serving end. What a snake. It's great material. The thirties-style costumes, sets and customs add a delightfully strange cast to the film. The characters end up looking more erotically charged in their slinky rayon dresses and high leather boots than you might expect, and their decadence comes in a style modern audiences can understand. Lady Anne (Kristin Scott-Thomas), who marries Richard knowing he has killed her husband, is always a pathetic figure, but this production has her skin-popping heroin in the backseat of a limo once she's realized her folly. As Richard rises to power, he and his henchmen adopt black, fascist-style uniforms and knee-high boots. His coronation resembles a scene from Leni Riefenstahl's Nazi propaganda film, Triumph of the Will. The sinister mood continues as McKellan and director Richard Loncraine manage to implicate the audience in Richard's wickedness by having him deliver his monologues directly to the camera. This may not sound like much but, maybe because no one does this in the movies (except, occasionally, stand up comics) it has surprising power. (Laurence Olivier did it too in his 1955 version, to lesser effect, maybe because close-ups have never been as close as they are these days.) There's something sly in the way this movie surprises and draws us in. When Richard begins his "Now is the winter of our discontent..." soliloquy, it takes the form of a victory speech at his brother's coronation. But then he leaves the hall and begins to mutter; by the time the more personal sections of the speech come along--where Richard reveals his evil core--he's alone, relieving himself in a urinal. His eye catches the camera in the mirror and suddenly, he isn't talking to himself anymore. He's talking directly to us. This thoughtful playfulness in the adaptation is so delightful that I found myself willing to forgive it some misses. The play has been cut down and streamlined so much that it pops from event to event without pausing to fill us in on background and motives, like a comic book version of the classic. Thus, Clarence of Gloucester is sentenced to death for no apparent reason, and within a few moments he's executed. Richard says he plans to wed Lady Anne and the next thing we know it's a done deal. Speeches are cut back to the bare bone, so at times it sounds like a Greatest Hits of the 1600s spot: "That I may die to look upon death no more..." and "A horse! My kingdom for a horse!" Yes, it is fast-paced, and the production as a whole is brilliant, but for the simple conveyance of Shakespeare's play, this is far less complete than Olivier's 1955 version. After all, no matter how scary high culture can be, no one wants a Shakespearean version of Die Hard. Richard III is playing at Catalina (881-0616) and Century Gateway 12 (792-9000) cinemas.

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