At the center of this world is a shifty, nervy, not-quite-knowable Puck. Stanley Tucci plays him with a perpetual "Who, me?" expression, a voluptuary bad boy caught with his hand either in the cookie jar or down someone's blouse.

Director Hoffman, who wrote the adaptation himself, opens this Dream with a title that jumps through some hoops explaining that the setting is 19th-century Italy, at a place called "Monte Athena." This allows him to shoot the film on the same sort of exquisite Tuscan locations that gave such a paradisiacal atmosphere to Branagh's Much Ado About Nothing, without it seeming odd when the characters keep referring to their home as "Athens."

Some of the earlier works of Hoffman, an Idaho native often active in Britain (he was an Oxford Rhodes scholar in drama), suggest his aptness for a film of Dream. His 1995 comedy-drama Restoration, set in the court of Charles II, showed his gift for fanciful opulence and sensuality, useful in presenting both the fairy world and the court of Duke Theseus (David Strathairn). His 1996 romantic comedy One Fine Day gave him a solid grounding in the art of complicating the romance of couples plainly meant by fate to be lovers, like Theseus' squabbling, misaligned courtiers. And 1991's Soapdish -- a very good farce (set behind the scenes of a soap opera) that regrettably fell into the shadow of a great farce, Tootsie -- demonstrates Hoffman's fitness to lampoon the vanities and foibles of actors. This is essential to Dream because, along with the courtly romance and the magical folklore, the play offers the best parody of amateur theater ever written.

A group of tradesmen, or "rude mechanicals," plan to perform an "interlude" at the wedding celebration of Theseus and his bride, Hippolyta (Sophie Marceau), a dramatization of the tragic myth of Pyramus and Thisbe. The leading man of this well-intentioned but inept little troupe is Nick Bottom the weaver (Kevin Kline), and he's also the closest that Dream, a true ensemble piece, has to a lead role.

Like the characters in the romantic-rivalry strand, Bottom falls victim to Puck's erotic magic -- the fairy king Oberon (Rupert Everett) has commanded Puck to play a joke on his wife, the fairy queen Titania (Michelle Pfeiffer), by enchanting her to fall in love with the first creature she spies upon awakening. This turns out to be Bottom, and Puck compounds her indignity by transforming Bottom's head into that of an ass.

Hoffman has concocted a subplot of his own, played out almost without words, involving Bottom's stern, disapproving wife (Heather Elizabeth Parisi). These scenes seem totally dispensable and are the only times when the energy level droops. Yet even this misfired idea is nonetheless part of the director's finest achievement in this Dream: a reimagining of Bottom and his fellow mechanicals as real comic characters rather than as broadly played clown roles.

The actors all seem happy in that way that only Shakespeare can make English-speaking actors. Pfeiffer is both absurdly beautiful and beautifully absurd in her playing of Titania's wholehearted infatuation with Bottom. Everett brings a subtle, indolent sense of luxury to Oberon, and though the mortal lovers are as colorless as ever, Christian Bale, Calista Flockhart, Anna Friel and Dominic West at least keep them attractive and energetic. Flockhart was given the best of these fairly thankless roles -- the jilted-but-determined Helena -- and she plays it with uninhibited force; TV's Ally McBeal has given her such pop prominence at the moment that some may forget that she's a highly regarded classical actress. (In a brief seminude scene, however, she really does look shockingly undernourished.)

It's with the mechanicals that Hoffman shows the common touch. Kline makes Bottom lovable, complex and humanly convincing. Handsome with an edge of shabbiness, he's a fatuous ass even before he's transformed, and he's authentically romantic even with donkey's ears growing from his head. And his speech after he awakes is a spine-tingler.

Is there something Kline can't do? He probably can't suffer like Keitel or DeNiro, and, though his classic turn in A Fish Called Wanda showed he's one of the great comic villains, his boyishness probably won't allow him to pull off serious villainy until he's older. Other than that, there can be few actors alive without grounds for envying him.

The other mechanicals get less to do but take advantage of what they get. Roger Rees is a diplomatic Quince; wonderful Max Wright, attended by a sweet little terrier, is a put-upon Starveling; and Bill Irwin's Snout and Gregory Jbara's Snug provide what is needed from them. Hoffman's most inspired piece of invention, though, is allowing Flute (Sam Rockwell) to become a good actor in his final speech as Thisbe. It cuts the froth with a whisper of romantic poignancy, and it chases away four centuries of aristocratic patronization.

Opens May 14.
-- M.V. Moorhead

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