In saying, "Lord, what fools these mortals be," Puck (Stanley Tucci), the engagingly meddlesome sprite in "William Shakespeare's A Midsummer Night's Dream," effectively summarizes that play's theme, as well as the major theme in just about all of Shakespeare's best work. Whether it be "Hamlet" or "Macbeth" or "Romeo and Juliet," somehow Shakespeare always pointed out how foolish people are. But, of course, that foolishness is what makes his characters so interesting, and what gives his plays such wonderful human depth. Foolish or not, as Shakespeare wrote in "Hamlet," "What a piece of work is man."

In the new screen version of "A Midsummer Night's Dream," writer/director Michael Hoffman ("Restoration") uses grand set design, digital effects, and a cast of popular American, British, and French actors to bring to life one of Shakespeare's most innovative and amusing comedies--an early sexual farce set in a mystical forest. With people falling in and out of love with each other at the drop of a magic flower, "A Midsummer Night's Dream" is a light, breezy affair, dappling in the inherent silliness and chance of romantic infatuation. Hoffman updates the story from ancient Greece to Tuscany in the late 19th century, where the bustle was going out and the bicycle was coming in.

The majority of the story is about how four unwitting mortals get caught in the passionate battle between Oberon, the Fairy King (Rupert Everett) and Titania, the Fairy Queen (Michelle Pfeiffer). The four mortals are Helena (Calista Flockhart), Hermia (Anna Friel), Lysander (Dominic West), and Demetrius (Christian Bale). Hermia is being forced to marry Demetrius, even though she is in love with Lysander. Helena, meanwhile, is deeply in love with Demetrius, even though he doesn't give her the time of day. So, by the time Oberon and Puck are done dropping love potions on their eyelids to make them fall in love with the first person they see, Demetrius and Lysander are both in love with Helena, and Hermia is left wondering what happened.

Also caught up in the farce is Bottom the Weaver (Kevin Kline), a good-hearted but miserable man who dreams of being a great actor. When he and his four worker friends go into the forest to practice a play, Puck gives Bottom donkey ears and Titania, under the spell of Oberon's magic potion, ends up falling in love with him. The scenes that ensue, with the beautiful, scantily clad Pfeiffer fawning over Kline and his ridiculous donkey ears, are both funny and a bit sad. While Bottom has often been portrayed as a randy, obnoxious sort, Kline gives him depth and sadness in a wonderfully comic performance. We truly feel for Bottom when, while displaying his acting prowess on the town square, he is humiliated when a couple of kids dump wine all over his head, completely deflating his self-confidence and acting prowess.

Hoffman puts together a number of amusing set pieces, even though the movie itself takes a while to get up to speed. He maintains the majority of Shakespeare's beautiful language, and stays faithful to the play's storyline. One of the best scenes is the play-within-a-play, where Bottom and Co. portray "The Most Lamentable Comedy, the Cruel Death of Pyramus and Thisbe," and despite everything going wrong, they manage to end in triumph. The scene is both comical slapstick and a sentimental ode to Bottom and his friends' desire to rise above their lowly station in life.

The performances are good all around, with Kline being the real standout. Stanley Tucci does a fine job of making Puck both amusingly mischievous and somewhat dark, and he avoids the kind of annoyance into which his part can sometimes sink (see Mickey Rooney in the 1935 film version). Rupert Everett is also quite excellent; looking as relaxed reciting Shakespearean poetry as he does lounging on the forest floor bare-chested, he gives Oberon a brooding sensibility that goes a long way in explaining his devious meddling. Calista Flockhart ("Ally McBeal" herself) acts a bit too spacey at times, but she still makes Helena into an effectively wounded, love-starved dreamer.

The set design by Luciana Arrighi ("Sense and Sensibility") and the cinematography by Oliver Stapleton (who worked with Hoffman on "Restoration" and "One Fine Day") are both outstanding, and they do an excellent job of creating the kind of mystical aura where we can believe in fairies, nymphs, and other woodland sprites. Hoffman successfully balances the humor and the sentiment, while also giving the film a strong sexual overtone that never becomes overbearing (he has just the right amount of well-placed nudity). While it may not be among the best of the cinematic adaptations of Shakespeare, and it has its moments of unevenness, this "Midsummer Night's Dream" is worth staying up for.

Overall Rating: (3)