Not that Nunn lingers long over such matters. His is not a tract but a masque ignited by brilliant performances, expert timing, a note-perfect tone, and an overall autumnal atmosphere (the film was shot in Cornwall in November) that captures the play's diverse moods in the landscape's glowing shadows and light. He has cut and reordered scenes not quite with Richard III ruthlessness but with a boldness that gives the narrative a zesty cinematic dynamic. This Twelfth Night brims with sprightly playfulness, yet it's underscored by an aching note of loss and melancholy. Barring Branagh's upcoming Hamlet, it's the best film version of a Shakespearean play in a year full of them.

Cast ashore in hostile Illyria, Viola is wrenched by grief at the seeming loss of her brother in the wreck, but she seeks puckish relief in her plan to attach herself as a male attendant to the Illyrian Count Orsino (Toby Stephens). Recovering from a war wound, Orsino pines after his beloved Olivia (Helena Bonham Carter), who has forsworn all men since the late death of her own brother. For some reason in the world of Twelfth Night, a brother's death compels a surviving sister to give up on men, or else become one.

In Viola's case, and in Stubbs's, the change is liberating. Sported out in a jaunty black cavalry uniform with a fetching slouch hat, saber, and the requisite moustache, Stubbs is transformed into a vivid if ambiguous provocation, her comic talent, toughness, and sensuality released. She smokes cigars, plays cards, and talks about women with the languorous Orsino, who bonds with her as a regular guy and enlists him to woo Olivia. She handles that assignment like an expert, high-pitched rake, quickly and incredulously winning the lady for herself.

This bright, youthful folly is shadowed by the dour, hoary folly of the rest of Olivia's household. Her uncle, Sir Toby Belch (a properly jolly and dyspeptic Mel Smith) is pushing his witless patron, Sir Andrew Aguecheek (a bloodless and gawky Richard E. Grant), as her suitor. Meanwhile, her oppressive and pompous steward, Malvolio (Nigel Hawthorne, suffering much the same fate as in George III), regards Belch's boozy antics as scandalous and his favor in Olivia's eyes as threatening to his own position. Enraged by Malvolio's "puritanism" ("Dost thou think, because thou art virtuous that means there will be no cakes and ale?"), Belch conspires with Aguecheek and Olivia's woman Maria (Imelda Staunton) to pull off a cruel and seemingly gratuitous prank that exposes Malvolio's vanity, and also their own.

It's mean-spirited and heavy-handed comedy, and it plays an all too apt foil to the effervescence and glee of the youngsters' shenanigans. What keeps the former from becoming leaden and the latter from becoming slight is Ben Kingsley as Feste. He's vulpine and sardonic in his black raiment, making his part as much Hamlet as Fool, an omniscient observer whose tart epigrams, non-sequiturs, and bittersweet ballads (Kingsley's got a decent voice) puts in relief both mortality and exuberance.

Maybe that's why the ending has such inevitability and power. The prolonged mistaken-identity gags surrender to a recognition of the true love and a repetition of the fatal gesture that set the whole comedy afloat. This time, though, the youthful principals are reunited -- though to their surrogates -- and the old and moribund are expelled into the rain "that raineth every day." The triumph of love is draped with the specter of transience, and it's as sad and as aesthetically satisfying as Feste's ballad that goes:

What is love? 'Tis not hereafter.
Present mirth hath present laughter;
What's to come is still unsure:
In delay there lies no plenty;
Then come kiss me, sweet, and twenty,
Youth's a stuff will not endure.