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Director Michael Hoffman and his stars Kevin Kline and Michelle Pfeiffer, reveal the ideas that reshaped Shakespeare classic play into a 19th century fantasy in Tuscany. On bycicles.

"At the beginning I just had an image of this fat little Puck riding through the Tuscan countryside on the back of a turtle," says director Michael Hoffman. "The rest of the film sort of spun out from that."

"in some ways it’s a lot like ‘The Wizard of Oz.’"

Actually, the inspiration for Hoffman’s desire to write his screen adaptation of Shakespeare’s "A Midsummer Night’s Dream" came from a performance of the play, in which he played Lysander. This production was staged with other dissidents from his university theater department in Boise, Idaho. A few years later, while studying theater at Oxford, he directed another production of the play that led to his first offer to direct a film.

Today, the company Hoffman and his friends started in Boise is building a $3 million theater, and he has just completed his eighth film. Little wonder that it should be an adaptation of "A Midsummer Night’s Dream." "I’ve always felt there was a blessing for me in this play," he says.

Producer Leslie Urdang is the founder of New York Stage and Film, a distinguished Manhattan production and workshop center where many members of the cast -- Calista Flockhart, David Strathairn, Roger Rees, Bill Irwin and Sam Rockwell -- have performed. As a child, Urdang herself danced the role of a fairy in the 1966 film of George Ballanchine’s ballet based on the play. Urdang observes that "A Midsummer Night’s Dream," a perennial favorite for school productions, is the one Shakespeare play everyone seems to know.

"Everyone you talk to seems to have played a character in it,"

"Everyone you talk to seems to have played a character in it," she says, "whether it’s an actor or your dentist who did it at kindergarten or summer camp. It’s the one you can bring your kids to -- in some ways it’s a lot like ‘The Wizard of Oz.’"

Shakespeare had originally set his story in an English version of ancient Greece where Elizabethan spectators would have felt right at home. Looking for a setting closer in time for a contemporary audience, while keeping the highly formal aristocratic culture in which it takes place, Hoffman decided to transport the story to Tuscany, a part of Italy he knows well, at the turn of the century.

"It’s the beginning of the end of the high collars and bustles, a certain loosening up of the culture," says Urdang. "The bicycle, which plays a part in Michael’s script, was a relatively recent invention which also brought a new kind of freedom to travel without being shut up in a coach."

"Besides that, the setting is Italy, where the civilized culture is smack up against a passion for food, the love of the countryside, and of all the more natural elements of the world," adds Urdang.

"So when we go into the forest, all the clothes come off," Anna Friel sums up succinctly. The centerpiece for the wild night in the forest are the scenes between Titania and Bottom, where Hoffman found his film’s emotional core.

"Bottom is one of Shakespeare’s greatest comic inventions," Kevin Kline

"Bottom is one of Shakespeare’s greatest comic inventions," says Kevin Kline. "He’s the paradigm for all ham actors -- he wants to play all the parts, and he thinks he’s God’s gift to theater. Actually, there’s a little bit of Bottom in everyone who has ever stood on a stage. It’s a dream role for actors because they can get in touch with that childish love of make-believe that motivates any actor."

"But Bottom also has the soul of an artist," adds Kline. "He loves to escape the reality he’s in, to discover something more noble and more beautiful about himself" -- which the character achieves through his tryst with Titania, the Queen of the Fairies.

"Michael made the love story between Bottom and Titania very different from what it has been before," says Urdang. "In his version, Bottom really falls in love with Titania."

"What if Bottom, as the king of amateur dramatics, has delusions of grandeur about himself as an actor because he doesn’t have any love in his life?," proposes Hoffman. "So I started to build a story for him -- a frustrating life and an unhappy marriage."

"Writing the adaptation with Kevin in mind, Michael made him a type of Italian character that Marcello Mastroianni might have played," Urdang says, "a man who reclaims his dignity from a deeper place in himself that he finds through love."

"The relationship with Bottom is very liberating for her (Titania) in its simplicity." Michelle Pfeiffer

Michelle Pfeiffer points out that Titania, too, is experiencing marital strife, and this makes her passion for Bottom more understandable. "Titania and Oberon are King and Queen," she says, "so they have different rules to live by than Titania and Bottom do. I think that the relationship with Bottom is very liberating for her in its simplicity."

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