Ian McKellen's mesmerizing re-interpretation of Shakespeare's "Richard III" yanks the audience into its story for a full 10 minutes before the filmmakers get around to giving us our first taste of the Bard's dialogue in this unexpected setting.

And that ambitious, mayhem-driven preamble perfectly sets the tone, as we see Richard of Gloucester climbing out of a tank while wearing a gas mask, violently taking the lives of reigning King Henry and his son, the heir to the throne, Prince Edward. This "Richard III" is set against an alternate history, the rise of facism in England during the 1930s while a civil war rages.

The title role of the devious, disfigured Richard, is taken by Mc-Kellen, as he paves the way for his eldest brother Edward to become king, then plots his own rise to the throne on the bodies of those who precede him as heirs, Edward, their brother Clarence and Edward's young sons. Along with anyone else who gets in the way.

McKellen has surrounded himself with a first-rate ensemble cast, and there are terrific performances from John Wood as Edward, Annette Bening as his American-born wife Queen Elizabeth, Robert Downey Jr. as Elizabeth's brother, Kristin Scott Thomas as Lady Anne (whom Richard woos after killing her husband), Nigel Hawthorne as Clarence and Maggie Smith as their mother, the Duchess of York.

But it is McKellen himself, as Richard, who dominates the screen. With a limp, a withered left arm, a hump on his back and a huge chip on his shoulder, Richard feigns love for all who surround him, but he's really interested in only one thing — power. And Mc-Kellen's powerhouse performance in the role is a knockout.

Further, as directed by Richard Loncraine ("The Wedding Gift") and scripted by Loncraine and McKellen (from a stage production by Richard Eyre), this "Richard III" is loaded with flash and dash, abounding in imagery that will bring Hitler and Nazism to mind, and unquestionably one of the most cinematic Shakespeare adaptations to ever grace the screen.

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Of course, there are places where everything goes wildly over the top. The death of Downey's character plays like a scene from "A Nightmare on Elm Street," and some of the performances could have been toned down a bit.

But flourish is the name of the game, and even what seems like unintentional comedy may be more purposeful than it appears. (Toward the end, in the midst of battle, as his jeep refuses to pull out of a rut and Richard shouts, "A horse, a horse — my kingdom for a horse," it takes on new meaning and is at once terrifying and hilarious.)

Whatever, it's one wild ride. And even Shakespeare purists are going to get a kick out of this one.

"Richard III" is rated R for violence, gore, sex, nudity and drugs.

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