REWORKING SHAKESPEARE : 'A Midsummer Night's Dream'.

Judged by the film he has made from it, two elements of A Midsummer Night's Dream seem to have fascinated the director Michael Hoffman nearly to the exclusion of everything else in the play: the supernatural sylvan community ruled by Oberon and Titania, and the character of Bottom the weaver.

Up to the moment when the camera enters the forest, this production is a typical example of the cute modernization of Shakespeare. Instead of ancient Athens, Hoffman sets the story in an imaginary Tuscan town called Monte Athena at the turn of the century. Its ruler, Theseus, is no warrior hero but a harassed bureaucrat, and his bride-to-be, Hippolyta, is a bluestocking chafed by masculine traditions. The men wear boaters and the women corsets; bicycles and phonographs are important props; the music of Bellini, Donizetti, and Verdi fills the soundtrack.

As usual with such modernizations, some things in the play fit the director's scheme and some, egregiously, don't. Among the former: the rebellion of Hermia against a parental authority still powerful and, especially in southern Europe, still backed by the law in 1900. The craftsmen trying to put on a play are archetypal in any setting of any era. Less convincing is the threat of a death sentence for Hermia's defiance, though the alternate punishment of convent confinement is more plausible. Some of Hoffman's inventions fit neither the text nor his updating. Since we already accept the convention that these Italians are speaking Elizabethan English, why does Hoffman have villagers in the background chatter in Italian? When Lysander and Hermia camp down for the night, why does Hermia disrobe in the quickly cooling damp forest? (To add sex to a PG-13 movie, I hear you muttering. But surely a Hollywood producer would never stoop so low!) And, of course, to eliminate even more glaring incongruities, Hoffman has scissored away at the text and so, many verbal enchantments have disappeared. (One mustn't object that Shakespeare must be cut for the screen. Not after Kenneth Branagh's four- hour Hamlet.)

But, once the action shifts to the moonlit forest, we begin to discover that Hoffman has something fresh to bring to the play.

Initially startling is how unsupernatural, even flat-footed, the sprites and dryads and fairies seem. When Puck, well played by Stanley Tucci as a lecherous satyr, encounters one of Titania's nymphs, he comes on to her like a spiv trying to pick up a secretary on her lunch hour. A few seconds later, he's urinating against a tree. Oberon and Titania may be less vulgar, yet the fairy Queen, in Michelle Pfeiffer's gracelessly spoken performance, seems middle-class in her shrewishness rather than regally furious, like a Scarsdale matron whose ex-husband has missed his last two alimony payments; while Oberon takes on the manner of an overripe lounge lizard (but, granted this approach, skillfully done by Rupert Everett).

This mundanity is a function not of the director's incompetence but of his strategy. Hoffman sees the fairy world simply as a kingdom in exile, driven into the woods by the triumph of Christianity. These ousted deities, denied the fealty of mortals and confined to a sylvan ghetto, have become clumsy, enervated, aimless, petty, and irritable. (I began to wonder why the wings hadn't dropped off the fairies long ago.) In Shakespeare's text, Titania denies her mate the little page boy because of her regard for her friend, the lad's dead mother. But here, with that motive deemphasized, the real cause of the quarrel seems to be a kind of cabin fever. After sixteen hundred years of exile in a very small forest, Oberon and Titania just can't stand the sight of each other.

It is a severe reduction of Shakespeare's multilayered emotionality, but Hoffman's cleverness often prevails. For instance, being a community of exiles longing for news of home, the fairy folk have smuggled things out of Monte Athena in order to find out what mortals are up to nowadays. Titania may be able to command lightning and rain but she and her nymphs can't work the phonograph filched from the villa of Theseus. When Bottom finally winds the contraption up and plays "Casta Diva," the nymphs look at him with new respect. He may not be the most glamorous lover Titania's ever had, but he sure is a handy guy to have around. (Shakespeare's term for working man, "mechanical," here takes on new meaning.)

The highest compliment I can pay to the characterization of Nick Bottom as redesigned by Hoffman and actor Kevin Kline is also a backhanded one: Having banished Shakespeare's conception from their production, they have contrived a not unworthy substitute. The fellow you encounter in the play-surely Shakespeare's greatest purely comic character, for Falstaff is tragicomic-is a glorious monster of happy fatuity, deaf to all criticism, laving himself in fantasies of theatrical triumph, capable of receiving the amorous caresses of a goddess as but his due. But Kline's weaver, to the contrary, feels himself precariously situated in society (a local star but also a clown to be mocked), and has an all-too-fragile ego. When a mischief-maker pours wine on the weaver and ruins his best suit, Kline crumbles and goes home to sulk. (Shakespeare's Bottom would have received the drenching as a tribute: "Lo, how the commonality lauds me in manner Bacchic!") This local-yokel hambone and would-be Lothario of Kline's is a relative of the overgrown boys in Fellini's I Vitelloni, tugging at the restraints of small-town life and yearning for a future of sensual bliss or artistic renown. (And Roger Rees's Peter Quince-a lovely, subtle piece of work-seems directly inspired by Vitelloni's Leopoldo, the aspiring poet.) This new characterization, though a reversal of what's in the play, nevertheless works on screen. When Kline is wooed by Titania, he wonderfully conveys a loser's amazement at suddenly winning. The comedy of Shakespeare's weaver is that he gets exactly what he thinks he deserves. But the pathos of Kline's Nick Bottom is that he achieves what he never imagined would come to him.

Whenever the fairies and Bottom aren't together on screen, the movie trudges. I've seen the lovers' spats and the performance of Pyramus and Thisbe work better in college productions than they do here. Above all, what this film lacks is a sense of ritual and mystery. With the special effects now available to any big-budget movie, Hoffman can convey Titania's wrath at her husband with lightning and thunder, but the insipid kiss and quick fade into the distance with which he stages their reconciliation doesn't distill the essence of "Come, my queen, take hands with me,/And rock the ground whereon these sleepers be." Hoffman's cinematic shorthand doesn't rock the ground or us.

Thanks to much of the acting (I also liked David Strathairn's fusspot Theseus and Dominic West's dark, incisive Lysander) and to the director's flashes of invention, this movie is mainly amusing and worth seeing. But check your local video store or library for the BBC's 1982 Dream, directed by Elijah Moshinsky and featuring the best Nick Bottom (Brian Glover's) I've ever seen. It's easy to be amused by any moderately well- done production of this play. Dare to be awed.