A MIDSUMMER NIGHT'S DREAM, Directed by Michael Hoffman, from his adaptation of the play by William Shakespeare. With Kevin Kline, Stanley Tucci, Michelle Pfeiffer, Rupert Everett, Calista Flockhart, Anna Friel, Dominic West, Christian Bale, Sophie Marceau, David Strathairn, and Bernard Hill. A Fox Searchlight Pictures release. At the Nickelodeon, the Harvard Square, and the West Newton and in the suburbs.

Fans of Shakespeare in Love who shared that Alsatian's dismay at having no part in "Romeo and Ethel, the Pirate's Daughter" can rest easy: Michael Hoffman's adaptation of A Midsummer Night's Dream gives Robin Starveling's dog ample opportunity to shine in the rustics' production of "Pyramus and Thisby." The rest of us can bask in a largely American production that proves we Yanks can turn out Bardic cinema on a par with Kenneth Branagh's Much Ado About Nothing and Trevor Nunn's Twelfth Night. Set in the mythical Tuscan hill town of Monte Athena (Shakespeare's original took place in Athens) at the turn of the century, this Dream has the feel of Branagh's Much Ado and, with its canny use of Italian opera, a pair of Tuscan-set E.M. Forster adaptations, the Merchant Ivory A Room with a View and Charles Sturridge's Where Angels Fear To Tread. But it has a directness and frankness all its own, plus superb acting that makes Shakespeare look and sound as natural as situation comedy.

From the start Hoffman plunges us into the preparations for the wedding of Duke Theseus (David Strathairn) and Hippolyta (Sophie Marceau): fountains are cleaned, flowers gathered, and the mouthwatering fruits of Tuscan cuisine spread on outdoor tables. There's magic in the air, too, in the fireflies and butterflies that alert us the fairy world is never far away. Inside, however, all is not well: Athenian citizen Egeus (Bernard Hill) is incensed that his daughter Hermia (Anna Friel) prefers Lysander (Dominic West) to the man he's chosen for her, Demetrius (Christian Bale), and before Duke Theseus he's begging "the ancient privilege of Athens," the right to do with her as he pleases. (Shakespeare has in mind here and in Dream's contemporary, Romeo and Juliet, not ancient Athens but 1590s London, where the right of fathers to choose their daughters' husbands was a hot topic.) Theseus reluctantly acknowledges Egeus's right, whereupon Hippolyta leaves the room in a huff. Lysander and Hermia take their bicycles and flee to the Athenian wood, followed closely by Demetrius and his ex-flame Helena (Calista Flockhart), who loves him still.

Yes, bicycles -- one of Hoffman's inventions for reminding us this tale is timeless. Puck (Stanley Tucci) may be able to "put a girdle round the earth/In forty minutes," but he finds it more convenient to get about the Athenian wood on Lysander's bike. While the quartet of would-be lovers are stumbling through the misty but gloriously real forest (credit cinematographer Oliver Stapleton), fairy rulers Oberon (Rupert Everett) and Titania (Michelle Pfeiffer) are having their own falling out, over a changeling pageboy they both covet. And back in Athens -- er, Monte Athena -- a sextet of tradesmen led by weaver and ham actor Nick Bottom (Kevin Kline) dream of presenting their amateur theatrical, "Pyramus and Thisby," at the duke's wedding.

Hoffman grounds all this foolishness in a soundtrack that includes Mendelssohn's familiar Overture and Wedding March but also the brindisi (the toasting exchange between Violetta and Alfredo) from Verdi's La traviata, "Casta diva" from Bellini's Norma, and, as a theme for Bottom and Titania, the Intermezzo from Mascagni's Cavalleria rusticana, which elevates the weaver (who has a nagging wife in this version!) from rustic clown to romantic dreamer. Kevin Kline is Mr. EveryItalian, eager to play all the roles, to be the star -- and when Bottom gets his chance, with Titania and on stage, he delivers. Hoffman also elicits sublime performances from Stanley Tucci as a world-weary but still curious Puck (watch for the "Oh no" look on his face when Oberon vows to "torment" Titania) and Calista Flockhart (who was a legitimate theater talent before she became Ally McBeal) as a flaky, fluttery, totally personalized Helena. Anna Friel's Hermia is more generic (imagine Helena Bonham Carter here), but give both ladies credit for keeping their pentameter pristine even while mud wrestling. The boys, Dominic West and Christian Bale, are very serious, as is Rupert Everett's Oberon; you could ask for a moonbeam's breadth more humor.

You could also conjure a more effusive Titania than Michelle Pfeiffer's nonetheless lovely, sly fairy queen. Hoffman decided not to double-cast Theseus/Oberon and Hippolyta/Titania, affording four small roles instead of two meaty ones. And at two hours, this Dream loses some of its poetry, with cuts that are subtle but significant. Against that there's Hoffman's gorgeous detail: a most Italian Puck promising to put that girdle round the earth after 40 minutes; the unheard exchange between Hippolyta and Theseus that sways him in the lovers' favor and restores him to hers; Bottom looking at the fireflies and wistfully trying to recall his dream; Puck turning up during Helena's first speech and again at the end as a workman with a broom, making you wonder whether it really was all a dream. Hoffman, like Shakespeare, sees magic everywhere; what's more, he knows how to put it on screen.