THERE'S PLENTY TO LIKE ABOUT `SHAKESPEARE IN LOVE'.

Byline: Glenn Whipp Daily News Film Critic

Young Will Shakespeare (Joseph Fiennes) has a problem. He simply can't find the inspiration to write, even though he has London's two leading playhouses eagerly clamoring for his latest work. That play, tentatively titled ``Romeo and Ethel, the Pirate's Daughter,'' hasn't even been committed to the page because Shakespeare needs the passion of love to stoke his passion for words. And right now, Will is spending his Saturday nights home alone.

That's the premise for ``Shakespeare in Love,'' a smart, funny and sexy romp through Elizabethan times that will satisfy both theatrical scholars and people who have never cracked open the great Bard's work. The film's witty and rollicking screenplay (written by Marc Norman and playwright Tom Stoppard) succeeds in taking Shakespeare out of the realm of myth and exploring just what might have inspired him to create the desperate beauty found in ``Romeo and Juliet.''

The stimulus for Will Shakespeare here comes in the appealing form of Lady Viola (Gwyneth Paltrow), an enchanting heiress who catches the struggling playwright's eye one night during a royal performance. Viola is mesmerized by Will's poetry and passion (not to mention his soulful gaze) and decides to audition for ``Romeo and Ethel,'' disguising herself as a young man named Thomas Kent. (Women were forbidden from such ``depraved'' behavior as acting back then.)

Will pursues Viola at night while rehearsing Thomas during the day. In a scene that memorably echoes ``Twelfth Night,'' Will confesses his love for Viola to Thomas. Since this is Shakespeare baring his soul, the disclosure is incredibly moving, leading to an impassioned affair. Complications arise (hey, it's Shakespeare - we've got to have complications) when Viola is betrothed to the insufferable Lord Wessex (Colin Firth) by the command of Queen Elizabeth (Judi Dench).

There's also a litany of other problems - creditors, sword-wielding rivals and the potential resurgence of the bubonic plague - with which to contend, not to mention the fact that ``Romeo'' still needs a third act. Again, Will finds his inspiration through Viola, although you know better than to expect a simplistic ``happily ever after'' for these two.

``Shakespeare in Love'' is an embarrassment of riches that works so well on so many levels that one could easily see it again and again and find new bits of clever dialogue, bawdy sight gags and insider references to Shakespearean lore. The filmmakers have marvelously captured the look of the disparate worlds of the Elizabethan era through the costumes, set design and makeup. (Dentists will have to avert their eyes when some of the characters smile.)

Fiennes (younger brother of Ralph) and Paltrow are magical as the film's young lovers, both displaying a mastery of language and strong sexual magnetism. And, impossible as it may seem, they're all upstaged by Dench's imperious Elizabeth, who commands the camera (as the queen would her subjects) and steals every scene she's in.

Ultimately, what's so wonderful about ``Shakespeare in Love'' is the imagination and unbridled zest with which the filmmakers tell their fabulous tale. The movie celebrates Shakespeare and the theater and creativity and, most of all, life itself with such contagious enthusiasm that it's impossible not to be swept along with all the passion and fun. It's an enterprise that Shakespeare himself would no doubt wholeheartedly endorse. (But don't let that scare you away.)

THE FACTS

The film: ``Shakespeare in Love'' (R; sexual situations and nudity).

The stars: Gwyneth Paltrow, Joseph Fiennes, Geoffrey Rush, Colin Firth, Ben Affleck and Judi Dench.

Behind the scenes: Directed by John Madden. Screenplay by Marc Norman and Tom Stoppard. Released by Miramax Films.

Running time: Two hours, two minutes.

Playing: AMC Century 14 in Century City; Laemmle Sunset 5 in West Hollywood; AMC Santa Monica.

Our rating: Four stars.