This film sets Shakespeare's Richard III in an alternative to WWII era England, where fascists and royalists maintain their own militias and play power games with kings and thrones. The first scene sets the tone for the entire film. A young officer is settling down to dinner with his dog chewing on a bone nearby. The building begins to shake and a low rumbling is heard. Soon enough, a tank erupts through the fireplace and stormtroopers charge in automatic rifles ablaze. Ian McKellan removes his gas mask and spouts a few lines of Shakespearean dialog.

The action and the intrigue never really let up, as the film follows Richard's (McKellan) rise to infamy and power. Neither does the Shakespearean dialog. Somehow the cast manages to make the dialog fit the action and setting effortlessly.

Richard III is jarringly strange - perhaps the most innovative of the recent Shakespeare updates - very well acted and directed. Although I recommend the film, I have to warn you - it's not for everyone.

The classic William Shakespeare play is reimagined with the world of WWII marrying a British monarchy. The rebel York family fights to put eldest son Edward (John Wood) onto the throne. His army is led by his youngest brother Richard (Ian McKellen) of Gloucester. After winning the war, Richard maneuvers his older brother Clarence into the Tower. Then he woos Lady Anne (Kristin Scott Thomas) after killing her husband and her father during the war. Edward is ill and Richard spreads the rumor that Queen Elizabeth (Annette Bening) is the one who had Clarence killed. He schemes to take out anyone on his quest for the throne.

It's fascinating to hear these classic lines being spoken in new settings. It's refreshing for fans of Shakespeare. For others, it doesn't make Shakespeare automatically accessible. The production is well made and the acting is superb. The hunchback is gone though. This is an intriguing exercise.

Granted, this Richard III is not for everybody due to the updated setting. However, I am not one of those who says that any adaptation that doesn't stick to the original setting and such is immediately rubbish. I do find that approach unfair, and have always thought considering that we are talking about different mediums here that adaptations should be judged on their own terms. Because on its own terms, this Richard III is excellent, not as good as Olivier's film but then again it is always a tough act to come up with something equal to film as amazing as Olivier's.

The only things that I didn't like so much were that Edward's speech being cut meant that John Wood had literally nothing to do and Rivers' death scene for me didn't make sense. Also, Robert Downey Jnr's role is small and important, but at the same time I did find him too American and this jarred.

However, the updated setting I had no problem with. As well as the fact that it's clear what the period is, the sets and costumes are beautiful and evocative, and Richard's entrance in a tank through the wall is incredibly dynamic even for a film adaptation of Shakespeare.

Trevor Jones' music fits perfectly with the mood, haunting, poignant and tense all in one. The song set to Christopher Marlowe's words at the ball surprisingly likewise. The dialogue is as ever brilliant, of course there are cuts which is necessary considering the running time, but the dry yet inspired delivery of "well I'm not made of stone" really stands out. It was very effective at how Richard looked into the camera as if talking directly to the audience, this did help us to engage with the characters and the story. The story is daringly told and compelling, with a powerful and hilarious if not quite epic final scene and the touching morgue scene.

Richard has always been a controversial yet enigmatic character, and Ian McKellen plays him superbly. He gives the character humour and charm yet also treachery and menace, and does so in a mesmerising way. Kristin Scott Thomas is a moving Anne, and Annette Bening is a fully-realised and sympathetic Elizabeth. Maggie Smith commands her scenes in whatever scene she appears in, and Jim Broadbent's Buckingham is wonderfully sly. Adrian Dunbar is effectively eerie and ruthless as is Tim McInnery, and Nigel Hawthorne affects as Clarence. Donald Sumpter's Blackenbury is nice to spot.

All in all, an excellent Richard III if not for all tastes. 8.5/10 Bethany Cox