Shakespeare done badly is a tragedy, but Shakespeare done well is always a joy to discover.

In recent years, I've used the various Shakespearean adaptations by Kenneth Branagh as my measuring stick. Twelfth Night, released in 1996 and directed by Royal Shakespeare Company veteran Trevor Nunn, passes the mark with flying colors. This rendition of the classic comedy shifts the action to the eighteenth century and streamlines the dialogue without losing the proper feel.

Helena Bonham Carter is, of course, one of the modern masters of Shakespearean theater, and she doesn't disappoint here. As Olivia, pale and mourning for her recently dead brother, she spurns the advances of a besotted count until her eye and fancy are caught by a man in the count's employ. Of course, the man in question is no man at all. But I'm getting ahead of myself.

Carter is delightful to watch as she blossoms into an unexpected infatuation with Cesario. Of course, Cesario is really Viola, and Viola is a woman. Viola is played by Imogen Stubbs, and she is, without doubt, the real star of this film. She plays the woman disguised as a man with flair, walking and moving like a man with surprising believability.

Some of the extra touches devised by Nunn and enacted by Stubbs really work to sell the humor of this tale of mistaken identities. Watch how she pulls off her first cigar, reacts under the unknowingly intrusive hand of a fencing instructor and fidgets in discomfort when her secret love, Count Orsino (Toby Stephens), summons the "lad" into his bathing chamber. We get to see her transformation from woman to man, and the acknowledgement that binding up one's breasts to impersonate a man may be clever, but it hurts. Blessedly, Stubbs even looks remarkably similar to Steven Mackintosh, the actor playing her twin brother Sebastian. (On the other hand, I'd like to think I'd never mistake Stubbs for a man, but that's just me.)

Sebastian is presumed by Viola to be drowned after both are cast into the sea during an opening-scene shipwreck. Alone and without means in a hostile country, Viola decides to disguise herself as a man and seek employment with the count. Orsino develops a fondness for the <cough> man and uses <cough> him as a go-between, carrying Orsino's words of love to the unwelcoming Olivia. Olivia, as I mentioned, finds herself drawn to the well-mannered messenger, and the plot thickens from there.

Throw in a subplot involving a delightful cast of kinsman and servants, and you'll discover why Twelfth Night has always been one of my favorite of Shakespeare's comedies.

Mel Smith does a delightful turn as the high-spirited inebriate, Sir Toby Belch. (After several scenes with the nagging feeling that I'd seen him before, I finally looked it up at the Internet Movie Database and realized I was recognizing the albino from The Princess Bride and the director of The Tall Guy, who appeared in a cameo just long enough to throw up near Jeff Goldblum's shoes.)

Belch, of course, eggs on the romantic intentions of Sir Andrew Aguecheek, played here by Richard E. Grant. His bumbling efforts and mad, wild-limbed capers are almost enough to earn the character my sympathy. Almost. The climactic prelude and duel between Viola/Cesario and Aguecheek is a wonderful moment, a high point in an already lofty film. And then of course there's the supercilious steward, Malvolio, caught in a snare of deceitful love. Nigel Hawthorne fills the role with just the right amount of sneering superiority - and watching his first smile is a treat. Don't forget Ben Kingsley as the Wise Fool and minstrel who helps the plot and subplot flow together without a bump. Who know he could sing?

Filmed in beautiful Cornwall, the latest Twelfth Night is an excellent addition to my collection of well-made Shakespeare. I heartily recommend it to anyone with a passion -- or even a passing interest -- in the works of the Bard.

[ by Tom Knapp ]