May 14, 1999 | Michael Hoffman's adaptation of "A Midsummer Night's Dream" is a lunatic little thing, a frolic replete with magical frills and furbelows. Titania, queen of the fairies, has a feather-lined bed shaped like a giant walnut shell, suspended high above the ground by vines. Puck comes riding along the forest floor, majestically, on the back of a giant turtle, like a princess in the Rose Parade. Edwardian-watercolor fairies conspire and cavort everywhere you look. The throne of Oberon, the fairy king, is flanked by living sphinx women -- they're like the New York Public Library lions with breasts.

It's nutty all right -- and yet, somehow, not crazy enough by half. Of all Shakespeare's comedies, "A Midsummer Night's Dream" is the one that most demands grand, loopy gestures, and on the basis of Hoffman's lavish and strange 1995 picture, "Restoration," you'd think he would be the guy to deliver them. Magical potions, mix-and-match lovers, daughters made to suffer as the result of unreasonable patriarchal demands, forest-dwelling fairies mixing it up with mortals in the love department: What more could you want? But Hoffman's "Dream" never quite takes wing as it should. Part of the problem is that we too often feel cued into the wondrousness of it all. There's so much chiffon, exotic flora and glittery skin makeup that you almost don't know where to look, and it gives the movie a slightly cluttered feel.

Yet, almost paradoxically, you end up wishing for more excess, not less. Hoffman stops well short of total absurdity, which comes off as a failure of nerve, especially if you're familiar with the twittering insanity and breathtaking luminescence of Max Reinhardt's 1935 adaptation, which represents a triumph of a director's moonstruck lunacy over mostly wooden acting (James Cagney as Bottom and Joe E. Brown as Flute are two of the most notable exceptions). Hoffman's jumble of imagery would be more effective if it went right over the top with no apology, and it might also have masked some of the unevenness of his cast. As it is, you're made to feel as if you're lurching into the story, instead of being mystically drawn into it.

Hoffman has moved the action of the play from ancient Athens to late 19th century Tuscany, and for aesthetic reasons alone, it's an inspired choice: The marble villas, the delicately pointed trees, the verdant hills that roll and curve like a reclining nude make for an irresistible setting. The change in time period works well, too. Recent conveniences and amusements, like Victrolas and bicycles, provide diversion for fairies and humans alike. (The sight of Stanley Tucci as Puck, wobbling along on a bicycle he's just found, is good for at least a giggle.)

And it doesn't hurt that Hoffman has some incredible actors to work with. Michelle Pfeiffer is a pleasingly languorous Titania -- her eyes sparkle almost as vividly as the jewels in her hair. She has a lush, lazy kind of sensuality, particularly in her scenes with Kevin Kline as Bottom -- the actor whose face is transformed into a donkey's by the shenanigans of Puck, and with whom Titania, also under one of Puck's spells, falls in love. Rupert Everett makes for an Adonis-like Oberon, and he's especially appealing in his scenes with Titania, murmuring seashell secrets into her ear or gently nuzzling her cheek. Everett gives Oberon's moments with Titania a gently rippling eroticism -- a suggestion that he needn't always be typecast as the "gay friend" (as in "My Best Friend's Wedding," where his performance was the only thing worth watching), or, for that matter, as the "gay anything." I'd love to see Rupert Everett cast as the lead in a romantic comedy, against either a man or a woman. It would be a shame to sacrifice so much charm and sly good timing at the altar of sexual politics.

Hoffman has also altered the play slightly in other ways. He gives Bottom a disapproving wife, for example, to suggest that for all Bottom's cheek and bravado, there's also something a little beaten down about him. The change doesn't make much sense at first (the wife has no lines), and it seems like a bald contrivance. But Kline ultimately makes the alteration work. When he awakes from his "dream" of being loved by Titania, his face registers both the memory of redolent bliss and a creeping, unavoidable sadness -- recognition that his experience has already been half-erased just by waking. Of all the actors, he's the most comfortable with the language: His lines never sound forced or stagy. When he muses on the song that might later be written about his experience -- "It will be called Bottom's Dream -- because it has no bottom!" -- he's only being half-funny. He's still so drunk with the experience that it is as if he's just dived back to the surface of a bottomless cup.

But Calista Flockhart as Helena, the "also-ran" who's hopelessly in love with Demetrius -- who's hopelessly in love with Hermia, who's hopelessly in love with Lysander but is being forced by her father to wed Demetrius -- is most charming of all. I've never been a fan of "Ally McBeal": I'm bored by the litany of gags surrounding what are alleged to be everywoman's insecurities, and I could never understand why I was supposed to believe in McBeal as a crackerjack lawyer when all I ever saw her do was approach the judge's bench with sloped shoulders and lowered chin. But Flockhart is something else again as Helena. With her delicate bone structure and impossibly wide-open eyes, she could come off as just another moppet who begs, "Love me!" But Flockhart craftily turns her physical delicacy into a strength. She's like a tiny, strong-willed forest creature, so persistent in her pursuit of love that her doubts about being lovable are simply inconsequential: She's going to conjure love for herself by sheer will, and so she does. It's a performance that accounts for the insecurities of a woman in love without making them the center of the story -- and without turning them into a puddle of melted Häagen-Dazs or dressing them up in cuddly PJs.

It's a shame that such enjoyable -- and, for Shakespeare, pleasantly casual -- performances can't keep "A Midsummer Night's Dream" from wobbling on its axis. But there are so many weak actors interspersed with the good ones that the movie's mood keeps getting broken: Anna Friel is a pouty, irritating Hermia (how she gets two guys to fall for her is anybody's guess), and Dominic West a watery Lysander. Even David Straithairn, generally a fine actor, is dead on his feet as Theseus. Hoffman may be good with individual actors (or he may be lucky enough to have cast so many with good instincts), but he just doesn't know how to work the ensemble as a whole. "A Midsummer Night's Dream" is pretty to look at, a mild amusement with an earnest dose of movie spectacle thrown in. But its charms don't penetrate as deeply as they should -- they linger around the fringe as a well-meaning decoration. This is a magic forest you just can't get lost in.