Shakespeare Is One Happenin’ Dude : The makers of a 1930s-era ‘Richard III’ think they’ve got a timeless tale with mass appeal. It’s just one of many greenlighted bard projects.

Here on the set of “Richard III,” a film adaptation of one of the world’s best-known plays starring a bunch of distinguished classical actors, it comes as a big surprise that everyone’s trying to play down the S-word.

The S-word? That stands for “Shakespeare.” He’s the guy who wrote “Richard III” some 400 years ago, in case you weren’t quite sure.

In truth, the people behind this “Richard III,” which opens Friday, are hoping to attract those very people who aren’t quite sure of the film’s provenance.

“I’m encouraging everyone working on this film not to think of it as Shakespeare,” says director Richard Loncraine. “It’s a terrific story, and who wrote it is less relevant.”

“We’re trying for the most accessible Shakespeare film ever made,” says producer Lisa Katselas Pare.

To this end the film’s characters appear in fairly modern dress; it is set in London in the 1930s at a time of civil unrest fomented by Nazi sympathizers, rather than the 15th century when the real Richard III--ruler of England for two years--lived.

Given the production’s history, this populist approach seems unlikely. It was originally staged by Britain’s august Royal National Theatre in 1990, then toured extensively worldwide, including performances in Los Angeles and New York.

The casting also suggests a high-road approach to the work. Britain’s acting knight Ian McKellen repeats his stage role as Richard, portrayed by Shakespeare as a tyrannical, evil hunchback who ordered the deaths of two boy princes in the Tower of London, simply because they were rivals to his claims on the English throne. Maggie Smith, the London stage’s most revered actress, plays the Duchess of York; another classical actor, John Wood, portrays King Edward IV. Nigel Hawthorne, an Oscar nominee this year for “The Madness of King George,” is the Duke of Clarence; the highly regarded Jim Broadbent plays the “king-maker” Buckingham. Two Americans round out the cast: Annette Bening is Queen Elizabeth and Robert Downey Jr. is Earl Rivers; both retain their American accents.

In fact, it turns out that McKellen, along with Loncraine, also adapted the play for the screen--and is therefore responsible for the decision to take it as far from a traditional Shakespearean production as possible.

“Well, doing Shakespeare in modern dress is the obvious thing to do,” says McKellen, while cast and crew alike take a break. “For Shakespeare, ‘Richard III’ was a play, not a history, so there’s no one authentic period to set it in.”

He has just completed a scene in which he has received visitors to his residence, and is looking immaculate in a tuxedo here in the imposing, ornate great hall of Strawberry Hill House, a largely 18th century stately home on the western outskirts of London.

“Once you put Shakespeare in modern dress, people take it more seriously,” McKellen adds. “They’re more alert and less frightened of it. I hate Shakespeare when it looks like a pageant, with people dressing up.

“It’s our responsibility to tell this story very clearly, because I don’t expect anyone coming to see it to know anything at all about Richard--not that he was deformed, not that he had the princes killed in the Tower.”

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‘Richard III,” which was partly financed by its North American distributor MGM/UA, is one of the first of a glut of films based on Shakespeare plays (see accompanying story, Page 40).

“I think MGM/UA are interested in having a library of class-acts with a long shelf-life,” McKellen says. “The hope is, if you make a film of a classical text, one that has been popular over the years, it will be good for video release.

“The other thing is,” he adds, slyly, “this film’s cheap [around $8 million, according to one insider]. Most of us here are doing it for love.”

Pare takes another view of the rush of new films based on Shakespeare’s works: “I think the studios looked at the worldwide box office for [Kenneth Branagh’s] ‘Much Ado About Nothing’ and [Mel Gibson’s] ‘Hamlet,’ and thought they’d done pretty well. If you spend $20 million or $30 million on a Shakespeare film, you won’t get your money back, but if you keep your budget down, you should do OK.”

Still, “Richard III” was a tough project to get off the ground. At first a group of backers--including UA, the BBC and British Screen--were in place. “But at the eleventh hour the BBC pulled out,” Pare says. “I heard there were some mutterings about it being too commercial.”

After scrambling for a replacement, the British satellite TV service BSkyB (owned by Rupert Murdoch) put money into the film, in return for traditional British TV rights. “BSkyB put up less than 10% of the budget, but it was crucial,” Pare says. “Without it, the film wouldn’t have been made.”

As it was, this “Richard III” was first adapted with TV in mind. McKellen recalls that he, together with Richard Eyre, director of Britain’s National Theatre, and Bob Crowley, one of the National’s outstanding stage designers, devised the stage production: “I was party to the decision to set it in the 1930s. Then I did 200 performances of it in London and then all over the world. So when I came to imagine what it might look like on screen, I was able to draw from all that experience.”

But when Eyre read the script, he said it wasn’t TV, but a film. “My locations were too dramatic, expensive, big and ambitious,” McKellen says. “For instance, I’d written scenes with 1930s trains. But there are few steam trains left in Britain now, and you don’t have the budget in TV to go where those trains are.”

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Loncraine has directed more than 400 TV commercials, as well as films such as “The Missionary” with Michael Palin, last year’s “The Wedding Gift,” and, in 1982, “Brimstone and Treacle,” starring Sting.

“I’m an unlikely choice to direct this,” he acknowledges. “I’m the sort of person who if he says to his wife, ‘What’s on at the theater?’ and she says ‘There’s a Shakespeare play,’ I’ll say, ‘Oh yes, and what else is on?’ I’m not steeped in theater at all--but I love storytelling.”

He worked with McKellen for six months before production started; Loncraine confesses he has never seen “Richard III” performed on stage, though he was familiar with the rather stagy 1955 film version starring Laurence Olivier.

“McKellen was a great teacher,” Loncraine says. “He knows the text so well, you’d think he’d be locked into ways of doing it, but not at all. Again and again I’d suggest a cinematic way of staging a scene and he’d say, ‘I’d never thought of that.’ Broadly speaking, he looked after the narrative while I took care of the visual imagery.”

Annette Bening thinks the differences between McKellen, the stage Shakespeare veteran, and Loncraine, who knows little about the bard’s works, will result in an intriguing mix. “Richard’s very upfront and communicative, and he’s set the pace and tone here,” she enthuses.

“This is a joy. We’re doing a lot quickly, and it’s long hours and a lot of pressure, but I’m enjoying it. This is an incredible group of actors to watch and be in the midst of.

“The great thing about these talents is their enthusiasm. You’d never guess that John Wood or Maggie Smith or Nigel Hawthorne have done as much as they have. They’re all on their game. Ian’s someone I’ve admired for a long time, not only for his acting but for who he is as a person.” (McKellen publicly announced he was gay a few years ago, and has since worked tirelessly for gay and AIDS-related causes.)

Bening is a veteran of five summer Shakespeare festivals from her early days as an actress in Colorado and the Bay Area. Both McKellen and Loncraine denied that she and Downey had been added to the cast simply to make the film more attractive to American audiences.

“Their presence certainly confirms we’re making an international movie,” McKellen says. “Robert’s perfectly capable of an English accent if necessary, but I wanted them speaking in American accents. Annette’s role, Queen Elizabeth, is an outsider. And in the 1930s you can imagine British royalty, if they didn’t marry one of their own, might marry a foreigner.”

In fact, they did. King Edward VIII fell in love with an American divorcee, Wallis Simpson, and abdicated the crown rather than give her up. But McKellen insists Bening isn’t literally playing a Wallis Simpson figure, any more than he is literally playing a dictatorial figure like Adolf Hitler or Oswald Mosley, the British Fascist leader of the time: “It’s just that I want a lot of things to clash in people’s minds.”

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But can McKellen and Loncraine really create a mass audience for a Shakespeare play?

Surely its archaic language must present a stumbling block. Not so, says McKellen: “There’s old-fashioned language in ‘Batman’; people don’t talk like that. Film audiences are used to rather odd dialogue; look at ‘Citizen Kane.’ No one ever talked like the early Marlon Brando. That’s very stylized speech.

“Audiences, without knowing it, are sophisticated. Film isn’t resolutely naturalistic. For example, we love seeing special effects in movies that we know could never happen. [Shakespeare’s] language is a bit like that. It strongly relates to reality, but it’s somehow better.”

And he is convinced that “Richard III,” despite being based on incidents that happened 500 years ago, has resonance for today. “When we went on a world tour with it, people wondered who would be interested in London in the 1930s. And the fact was, wherever we took the show, all the audiences thought it was about them.

“We were in Cairo just before the Gulf War, and they thought it was about Saddam Hussein. In Romania, members of the audience came up to me and said: ‘You based it on Ceausescu.’ And in Washington, it played during the last Republican convention, when Pat Robertson was making a lot of noise, and the reviewers said, ‘My God, this play’s up to date.’ ”