February 1, 1996 | In Richard Loncraine's audacious and hugely entertaining version of Richard III, the "poisonous hunchbacked toad" of William Shakespeare's historical drama becomes a Machiavellian fascist on the rise. Even more likely to rattle purists than Oliver Parker's recent adaptation of Othello, Loncraine's film, inspired by an acclaimed stage production directed by Richard Eyre, transports the "rudely stamped" Richard of 15th-century England to a dazzlingly art deco wonderland of the early 1930s. The overriding conceit is, on the eve of World War II, there might have been a fascist coup in England. (It's not really such a far-fetched notion when you recall the Nazi sympathies of, among others, the Duke of Windsor.) But in the course of this stripped-for-speed melodrama, Richard resembles not so much a Hitler wannabe as an amorally ambitious gangster of some classic Warner Bros. crime drama. Try to imagine James Cagney in a lavishly appointed production of Bertolt Brecht's The Resistible Rise of Arturo Ui, and you'll have some idea of what to expect here.

In the title role, Ian McKellen actually goes Cagney one better in terms of vividly conveying the cold-blooded ruthlessness of an upwardly mobile outlaw. Eschewing the flamboyantly grotesque makeup used by Laurence Olivier in his far more traditional 1955 film adaptation, McKellen relies on subtler suggestions of physical deformity -- a pronounced limp, mottled skin on the left side of his face -- to express the maliciousness in his soul. For the most part, he comes across as a man of suave and insinuating gracefulness, making it all the more believable -- and even darkly comical -- when he manages to woo the angrily grieving Lady Anne (Kristin Scott Thomas) over the corpse of her husband.

Naturally, Lady Anne resists his advances at first -- after all, Richard is the one who has made her a widow -- but she eventually falls under his spell. Unfortunately, she is neither the first nor the last to do so.

Right from the start, as a tank rumbles through the library wall of Prince Edward's headquarters and a gas-masked Richard suddenly appears to personally shoot the cornered nobleman, Loncraine makes it very clear that his will be an aggressively cinematic Richard III. Shakespeare's text has been trimmed to an absolute minimum to ensure this will be a movie that moves. (This film is nearly an hour shorter than Olivier's version.) The various aristocrats are dressed to the nines and infused with blasé decadence, dangling cigarette holders from their gloved fingers as they revel in their imperious swank. Reportedly, this Richard III was filmed on a parsimonious budget, but you would never guess that from the glitzy production values on view.

At first, Richard saunters through the throngs of pampered royals with a great show of loyalty and cordiality. During the fancy-dress ball held to celebrate the ascent of King Edward (John Wood) -- a celebration that includes a clever big-band version of Christopher Marlowe's "The Passionate Shepherd to His Love" -- Richard rises to pay tribute. "Now is the winter of our discontent," he begins, delivering the first part of the famous soliloquy like someone making a nominating speech at a political convention. Minutes later, however, he completes the monologue in the privacy of a lavatory. He looks toward the camera, seizes upon the film audience as his confidant -- and reveals his true, dark colors.

After that, there's no stopping this malignant juggernaut as he slices his way through the men, women and children who stand between him and the throne. By the time he's addressing a massive, Nuremberg-style rally of his subjects, he is confident enough to strut about in the full black-shirted regalia of an unabashed fascist. More important, Richard also feels secure enough to furiously rebuff Buckingham (Jim Broadbent), heretofore his most enthusiastic co-conspirator. ("I'm not in a giving vein today!" he snarls.) This, of course, marks the beginning of his end.

It's quite obvious that Loncraine intends to make some sort of facile equation between the self-absorbed aristocrats of 1930s England and the upper-class Germans who allowed (and in some cases encouraged) Hitler to seize power. This is all well and good, I suppose, but it has little to do with why this Richard III is so much flat-out fun.

On its simplest and most satisfying level, Loncraine's Richard III can be enjoyed as an ingeniously sustained and spectacularly ballsy stunt, a cheeky bit of trickery much like, say, a Wild West version of The Taming of the Shrew or the recent Broadway production that transposed The Tempest to a multicultural Caribbean paradise. Those who might object that such alterations are sacrilegious tend to forget that Shakespeare himself was, first and last, an audience-conscious entertainer, one who played fast and loose with historical fact for the sake of dramatic effect in ways that would give Oliver Stone pause. (There's actually a New Jersey-based group called the Richard III Foundation that has long complained about Shakespeare's play -- and, more recently, blasted Loncraine's film.) It is quite possible that, were he still alive to see Loncraine's handiwork, Shakespeare would be upset only because he wasn't paid a royalty fee.

On the other hand, Shakespeare likely would be delighted with the smashing supporting cast that Loncraine has assembled. In addition to Scott Thomas (first among equals), Wood and Broadbent, the list of notables includes Nigel Hawthorne (Clarence), Adrian Dunbar (James Tyrell) and a tremulously outraged Maggie Smith (Duchess of York). To convey a sense of their characters' "foreignness," Loncraine has dared to supplement his British cast with two Americans -- Annette Bening (an impressively defiant Queen Elizabeth) and Robert Downey Jr. (a persuasively dissipated Rivers) -- and the gamble pays off.

Loncraine's cheekiness extends to his depiction of the play's violent highlights. Rivers meets his shocking end in a manner that recalls Kevin Bacon's grisly quietus in the first Friday the 13th movie. Later, the director manages to motivate Richard's "My kingdom for a horse!" speech by placing the desperate usurper in a stalled jeep during a climactic battle. But Loncraine saves his most ostentatious touch for last, when he has a defeated but unrepentant Richard appear to jump straight into hell. Judging from the smug look on his face, Richard thinks he will be more than welcome there.