Prologue

[Enter Chorus of bean counters from Miramax Pictures]

Two writers, both alike in dignity,
(Or lack thereof,
To judge from their screenplay, "Shakespeare in Love.")
Their world divided by sea and sensibility,
They forged a script
That touched the heart and gripped
The soul of Julia,
Fair maiden kin to Lord and Lady Roberts
Of Smyrna, Georgia.
To London she leapt, with contracts signed
Alas, alack, no one could find
A leading man with the panache
To fill the screen and rake in cash.
"Oh Romeo, Romeo, where the heck is Romeo?"
Cried Julia, her English accent fading.
Then packed her bags and split to Heathrow,
An unknown future waiting.
So doth commence the 10-year saga,
Of an unlikely movie that made Oscar ga-ga,
That moved unruly moviegoers to behave,
And had good Will Shakespeare,
Earning in his grave.

ACT I:

A Tale of Three Cities

THE YEAR WAS 1989. Young Zack Norman ducked out of the rain and into a phone booth on Boston's Commonwealth Avenue. A student in the acting program at Boston University, he was struck by lightning while sitting in a class on Elizabethan theater. Norman couldn't wait to tell his father, a Hollywood screen-writer who had programed him and twin brother Alex to cook up story ideas for him to pitch.

"OK, here it is!" he barked into the phone as Marc Norman picked up. "Shakespeare starting out in the Elizabethan theater!" Brilliant. Marc Norman thought it was brilliant. Recalling the moment from his Los Angeles home 10 years later, he adds, "But it was daunting. I really didn't know what to do with it."

There was certainly no precedent for it in Norman's career, which was defined by such ouch-provoking duds as "The Aviator" and "The Killer Elite" and which would later include "Cutthroat Island."

Norman was banging out scripts for Disney when he tried to interest his friend and neighbor, director Edward Zwick ("thirtysomething" and "Glory"), in the Shakespeare concept. Skeptical at first, Zwick was haunted by the idea, and a year later, the pair took a meeting with Universal Pictures. "I pitched it having no idea what I was saying," admits Norman. "I just faked the whole thing. To my surprise, they said OK."

Unfortunately, Norman couldn't fake a screenplay into existence. Draft after draft quickly bit the dust. "I got frustrated at some point about three years into it, and one day I realized I'd been staring at my solution all along and never noticed it. Which is Shakespeare doing what I'm doing. I know this life, I know what it's like to work as a writer in a very capitalistic entertainment media, which is what Shakespeare was doing."

The script that emerged contained most of the characters and plot points that would propel the finished film, in which young Will Shakespeare is inspired to write "Romeo and Juliet" not from a poem by Arthur Brooke, as was the case, but through a made-up, ill-starred love for a young lady named Viola (Belinda, in the first script).

"Think of him approaching 30 and questioning himself: Who am I? Am I ever going to amount to anything? Being frustrated because he can't get out of a rut. He can't get out of what we in the movie business call development hell."

Tom Stoppard was in development purgatory for Universal Pictures when he came upon Norman's script. The celebrated British playwright and screenwriter ("Brazil," "Empire of the Sun") had struck a two-year deal with the studio to nurture scripts that intrigued him. On the face of it, Stoppard would appear to be light years away in sensibility from Norman. And yet, when "Shakespeare in Love" turned up in a pile, something stirred: Not only was the playwright an old hand at deconstructing Shakespeare ("Hamlet," in his play "Rosencrantz and Guildenstern Are Dead"), but Norman's historical irreverence and empathy for a writer's dilemma was right up his alley.

Working out of his home in London, Stoppard completed a rewrite over three months that exploited his restless wit and his knowledge of English theater. (When asked to sort out his contribution, Stoppard replies sheepishly, "The dialogue is mine, and Shakespeare's.") He added the pivotal wager between Queen Elizabeth (Judi Dench) and Lord Wessex (Colin Firth) about drama's ability to capture love, as well as the sly additions of a bloodthirsty young John Webster (who would go on to write such bloodthirsty plays as "The Duchess of Malfi") and Christopher Marlowe, whose writings were aped by Shakespeare in his early plays.

"I felt I had a very large degree of license because it's not a biopic, let alone a biography," explains Stoppard. "It's a fiction which rattles around inside a few given signposts, boundaries. It's as though all these elements of Shakespeare's own story and the story of his plays are sort of like a bag of toys to make use of in a contemporary comedy. I never had a moment of anxiety about, I don't know, whether `Twelfth Night' is really his next play." (It isn't. "The Merchant of Venice" is believed to have followed the next year, 1596.)

Norman, who never collaborated with Stoppard at any point of the writing, is sanguine about this footloose makeover. "How do you turn down Tom Stoppard, the greatest playwright in the English language? I've got to say the gags that split everybody up, the groaning gags I never wanted to touch, he basically said, `I know what I'm doing, trust me.' He was right."

It was 1992. The script was complete. The director (Zwick) was in place. The money was in place. If only they could find the right Will and Viola.

Enter Julia Roberts.

ACT II:

A Star Is Burnt

How do you follow Tinkerbell? For Julia Roberts, survivor of a $90million train wreck called "Hook," the screenplay for "Shakespeare in Love" must have seemed like absolution from on high.

With Roberts eager to climb on board, Universal's tentative commitment to the script grew in enthusiastic leaps and bounds. The hitch - and it would prove to be a fatal one - was finding the right Shakespeare.

"You would think there would be a million with all these artsy kids," says Marc Norman, making a Sammy Glick-ish reference to the long line of England's finest young actors who were interviewed for the part. "Well, there wasn't." Colin Firth, who would eventually play the smarmy Lord Wessex and was one of the artsy kids considered early on for the title role, explained the challenge of impersonating Shakespeare. "It was one of the hardest roles I had ever seen on the page. There is no precedent for this movie in terms of convention. It's not Shakespeare, and you certainly can't read it like modern television naturalism. How do you find that balance between romantic, poetic, virile, intellectually brilliant, funny, potent and energetic? Is it playable?"

With only three weeks to go before shooting, "Shakespeare in Love" was still wanting for a leading man. Roberts was already in London, being fitted for costumes and doing improvisations with hopeful Shakespeares. Sets were being built, technicians were being hired, catering crews were planning menus.

"Julia was getting more and more antsy," Norman says. "She wanted Daniel Day-Lewis, whom we had gone after in a very appropriate way six months earlier and [who] turned us down. She got it into her head that she could talk him into it."

Roberts grabbed a plane to Dublin and spent a weekend attempting to woo Day-Lewis. Snubbed and Will-less, Roberts abandoned the project. (Both Roberts and Day-Lewis declined to comment for this story.)

"Millions of dollars had gotten washed away when Julia Roberts left," explains Norman. "Universal chose not to sue her. They just swallowed the cost. So Ed Zwick and I were stuck with this kind ofdamaged goods, this orphan."

THE ORPHAN WOULD sing the "Who Will Buy?" blues for the next four years, its marketability diminished by Universal's insistence that any interested purchaser first cough up the $4.5 million in pre-production costs sunk into the Julia Roberts non-starter. One studio after another balked.

As "Shakespeare in Love" languished, a savvy thirtysomething exec at Miramax sat up. A Sarah Lawrence graduate with a taste for literate, art-house flicks, Donna Gigliotti had cut her celluloid teeth as an assistant to Martin Scorsese on "Raging Bull" before acquiring films for U.A. Classics and then inaugurating Orion Classics.

Gigliotti traces her first romance with "Shakespeare in Love" back to its pre-Stoppard days, when another of Marc Norman's helpful neighbors (producer's rep David Knopf) brought the script to her attention.

Eyeing her second chance with the departure of Roberts, Gigliotti, now executive vice president for Miramax, presented the Stoppardized script to the company's grand vizier, Harvey Weinstein. "He loved the script even more than I did. It was the same way he felt about `The English Patient,' another script that came in at the last minute and which he gave to me and his brother Bob to look at."

Weinstein headed over to Universal and wrote out a check for $4.5 million. Norman recalls, "Universal looked at the check, looked at Harvey and said, `What's the catch?' It took another year for Universal to agree to take the money they said they wanted."

That was 1996, the year that "The English Patient" transformed Miramax from the little engine that could into one of Hollywood's feistiest locomotives. Miramax now owned "Shakespeare in Love" lock, stock, Universal had the barrel (foreign distribution rights), and a Boston college student's whim was about to set a movie studio across the Atlantic abuzz with activity.

ACT III:

Harvey's Bristol Team?

Once Miramax was calling the shots on "Shakespeare in Love," it was decided that a British director should navigate the densely British waters of the Stoppard-revised script. The theater trained John Madden was a new favorite of Harvey Weinstein's, having initially impressed Miramax in 1990 with his film version of "Ethan Frome." The fresh success of "Mrs. Brown," a costume romance about Queen Victoria starring Judi Dench, would confirm Weinstein's sense that Madden was the man for his new Elizabethan epic.

Ask anyone connected with "Shakespeare in Love" about director John Madden and they will describe a man of great civility and humor, one who remembers people's names and keeps his door open no matter how busy things get. He is also utterly succinct in communicating what he wants from his actors and technicians, and genially unrelenting in his pursuit of the desired ends. "Courteous bullying," as Tom Stoppard would term it.

The hurdle he saw was how to pull together the plot's multifarious threads after the climax: the much-thwarted first performance of "Romeo and Juliet." Madden compared the process to "those change machines weused to have on buses in England where you would throw all your coins in and each one would arrive in its appropriate slot.

"I was completely dissatisfied with the emotional resolution of the Will and Viola story, something that... [Tom Stoppard] and I both felt happy with on the page. I was so unhappy with it [as filming began] that when we shot it I didn't even print the dailies. I just said we have to work on it and we'll reshoot it."

Getting Stoppard to return to his script after six years was not a fait accompli. His screenplay had been tinkered with under the movie's original director, Zwick, prompting Stoppard to cry foul. "When the script came back to me as a going thing," he recalls, "I said that I could only work from my own script the way I left it and would come back if that was the situation."

Stoppard got his way, but the ending that was eventually filmed (a silent tableau emulating Act I, Scene 2 of "Twelfth Night," in which a shipwrecked Viola is washed up upon strange shores) would only be arrived at after a very hard birth. "There was never a point where every participant felt exactly the same way about the ending."

Stoppard and Madden thrashed away at the down-to-the-wire script doctoring; one of Stoppard's nuttier flights of fancy even pushed the film into "Planet of the Apes" territory. "I actually had the notion that we should completely break the loop at the end of the movie and have a ghostly Manhattan above the tree-line."

Meanwhile, the director was completing the six-month process of casting. Inheriting the role intended for Julia Roberts was the young Wendy to Roberts' Tinkerbell in "Hook," Gwyneth Paltrow.

Virtually a Miramax family member after "Emma" and "Sliding Doors," the Los Angeles-born Paltrow had slayed Madden in an audition five years earlier.

The film's other Yankee, Ben Affleck, campaigned for the role of preening English star Ned Alleyn, lobbying Madden and making what Gigliottii remembers as a "hilarious" tape of himself doing Alleyn's lines. The accent needed some work, according to Madden ("it was not quite Gwyneth Paltrow"), but he got the job.

Among those who would, like Paltrow, bypass the audition process were "Shine" Oscar-winner Geoffrey Rush, cast as the beleaguered theater producer Henslowe, and Dench, as Queen Elizabeth, reinventing her repertoire of formidable glares seen in "Mrs. Brown." (Dench explains the subtle difference between performances by saying, "One look from Victoria and you might feel a bit nervous, one look from Elizabeth and you'll find your head cut off.")

In one of the more fanciful casting whims, real-life marrieds Imelda Staunton and Jim Carter were recruited to play the movie's two flustered nurses: respectively, Viola's nurse and the actor who plays the nurse (upon whom Staunton's character is based) in the inaugural staging of "Romeo and Juliet." The shooting schedule was juggled so one of them would always be available to nurse their baby.

The perfect Shakespeare, however, remained elusive. As Gigliotti explains the problem, "It's a little like, who do you get to play Jesus Christ?"

In this instance, they decided upon on somebody who had played Jesus Christ. When John Madden interviewed the then-27-year-old Joseph Fiennes, he was known principally for his classical roles on the London stage (including Romeo) and a stint as Jesus in Dennis Potter's controversial "Son of Man" at the Royal Shakespeare Company. This was enough, however, to convince critics and public alike that there was substance beyond his reputation as Ralph Fiennes' kid brother.

Joe was the only person to play the role," insists Madden, who observed that Fiennes and Paltrow had "a mutual shine" in their readings. "He negotiates impossibly difficult waters with these kind of comic landmines going off all around him, often at his expense, and yet he manages to win you and your engagement completely. He makes the [man's] imagination seem capacious enough that one believes he could have written that play, and the ones that followed. That was the quality he uniquely had that no one else had."

FIENNES WAS less sure. Poking around a London bookshop after landing the role, he spotted Tom Stoppard and introduced himself. "I said, `Tom, I think I'm about to embark on a piece of your writing which I'm going to butcher. I apologize now.' "

The protracted search for Shakespeare pushed the film's start back from late '97 to February '98, a delay that offered the unexpected compensation of enabling the previously unavailable Paltrow to sign on.

With a projected budget of $25 million, a cast of hundreds and a replica of Elizabethan London to build, it was easily the biggest enterprise that Madden had taken on. "It was like a kind of hydra: You felt like as soon as you nailed down one bit of the film, several other heads sprouted to claim your attention. I went from the exhilaration of reading the script into a complete reverse of that. I suddenly thought, `Can this ever be done? Is this an impossible challenge?' "

ACT IV:

Everything's Coming Up Roses

Martin Childs took one look at the script he had been sent and had but one thought: construction. "I realized very soon that none of this stuff exists," says the production designer, referring to the film's many Elizabethan locales. "And therefore we were going to have to build it. Which filled me with trepidation and an immense feeling of pleasure."

In the winter of '97, 17 buildings went up on a back lot of London's Shepperton Studios, to include a market place, a brothel, a tavern and two theaters. The projected building time was 10 weeks, but had to be crunched to a breathless eight to accommodate Paltrow's availability.

One of the more ambitious sets, an entire town on the Thames, wouldbe erected for a relatively short sequence in which Fiennes and Paltrow row past the town in separate boats at night. Computer-generated imaging would be needed to blot out 20th Century buildings looming on the fake town's horizons.

EVEN READY-MADE locations required some first-aid. Broughton Castle, the Oxfordshire manor previously used in "The Madness of King George" (and in real life inhabited by Lord Saye of Sele, a distant cousin of Fiennes) had the requisite majesty, age, scale to serve as Viola's home. Everything, in fact, but a balcony from which Fiennes could woo Paltrow, Romeo-style. Since the filmmakers were forbidden to attach anything to the building, a free-standing balcony had to be built and supported with braces, using architectural frou-frou to camouflage the scaffolding.

The piece de resistance would be the replica of the Rose Theatre, where "Romeo and Juliet" receives its inaugural performance. The recently resurrected Rose Theatre in London was ruled out as too large, too new-looking and surrounded by modern buildings. ("We didn't want a heritage shopping mall," explains Childs.) Given budgetary restrictions, Childs' Rose Theatre would have to double as the rival Curtain Theatre as well.

The resulting theater dazzled everyone, none more than Judi Dench. "I went down for a makeup test and they said come over and see the theater. My breath was taken away. And I said to Dave Parfitt [co-producer], `Isn't there a way you can smash this up at the end?' And so they gave it to me. I own it."

At the end of filming, the theater would be dismantled and put into storage in Manchester while Dench sets up a trust with which to revive it as a training ground for drama students.

After rehearsing through February, the filming of "Shakespeare in Love" finally began in March. For many of the actors, at least, the shoot took on the ebullient air of what Geoffrey Rush would call as "the party of the year."

"Everyone seemed to be a comedian on the set," the Australian actor says of the multiregional cast. "Here was a dynamic, broad cross section of younger guys out of drama school five or eight years before, proud of their regionality, not ashamed to be Welsh or Irish or Scottish or from the Midlands or Australia. There was a lot of crazy British humor knocking about."

Fiennes kept pinching himself, wondering if so much camaraderie could also translate into a good movie. "There was always a voice in the back of my head going, ohmigod, this is going to be the one movie I was in that was sheer joy to make and will end up falling flat on its face."

Everyone was inspired by the prevailing humor and spirit of Fiennes and Paltrow, including Colin Firth, who would break Paltrow up trying on scowls, "exploring my menace." Like Madden, Gigliotti was impressed by Paltrow's ability to turn a flawless English accent on and off like a light switch. "John'd yell cut, and she'd go [imitates a flat American drawl], `My bra is killing me!' "

Indeed, the densely layered and festooned costumes designed by Sandy Powell were "painful in their weight" for Paltrow, according to Marc Norman. Even Dench, an old hand at period costume, found them "immensely heavy." Powell designed all but the crowd apparel, which was rented, and confesses that she would cheat to stretch her 450,000 pound budget by painting details on the costumes.

Now wearing his co-producer's hat, Norman would hover throughout, "sweating and bitching and complaining" in his own words. "It's kind of a creative function of producers to just never quite be happy and to always question. The fact that John Madden and Tom Stoppard pretty much ignored everything we were saying is kind of their proper function, too."

As the shoot inched closer to its mid-June wrap, the general air of good will and high spirits was tinged with uncertainty. Gigliotti recalls, "Joe [Fiennes] looked over at me between takes and said, `Who do you think is going to see this?' We were watching the monitor and there was a boy playing a girl and a girl playing a boy and spouting Shakespeare. And I thought to myself, yeah, maybe you're right. Maybe I was crazy."

ACT V:

My Art Will Go On and On

If the three-month shoot was relatively smooth sailing for the cast, the waters were "relentlessly choppy" for the man at the helm, John Madden. And they would continue to be so into the summer, as the cast moved on and it was time for Madden to ascend the mountain of post-production work. Madden was well into the cutting process with his editor, David Gamble, when Gamble became dizzy on a bus, fell over and was rushed to a hospital with an aneurysm.

"That was frightening and very difficult," recalls Madden, who then recruited Robin Sales, his editor on "Mrs. Brown," to help with the final cuts. Gamble would recover in six weeks, return to work two weeks later, and go on to earn one of "Shakespeare in Love's" 13 nominations.

Steven Warbeck set to work scoring the film, deeply resolved to avoid any Celine Dion-type hits for the closing credits or broadly comic themes. "There is a silliness that often comes from that music which didn't seem to belong to this film," he explains. "We decided very early on to serve the romantic part of the film." Warbuck would nab an Oscar nomination for Best Musical or Comedy Score.

Well before the final cut was made, a sense was building that the movie was working. A series of three test screenings told the tale. Giglotti was at the first one, at Manhattan's Sony Lincoln Square.

"What encouraged us was when they got all the John Webster jokes, which are pretty obscure. The film ran a little too long, and the second time we trimmed a little too much and hurt ourselves doing that. By the third preview I think it was clear we had a picture that was working in terms of romance."

Geoffrey Rush, sent an unfinished video copy that he was determined not to watch, sat down to glimpse a few minutes and found himself weeping hours later as "Romeo and Juliet" receives its triumphant premiere. "Floods of tears. That had a little to do with the actors taking their curtain call, but there was something slightly deeper and richer, in the way that [the scene] reflected a popular acceptance of what has been often regarded as high-brow."

THE SAME could be applied to the public embracing of the genre-defying "Shakespeare in Love," about to cross the $65-million mark in domestic box office - a seal of mass approval which belied Rush's character's philosophy, that all that audiences want is "a good comedy and a dog." Within that credo is Tom Stoppard's disdain for philistine-pandering, whether it be practiced by writers or studio heads.

"It connects with something I really do disapprove of, which is what Barnum or somebody said: You can't lose money by underestimating the intelligence of the audience, time and time again."

If "Shakespeare in Love" goes on to win any of its 13 Oscar nominations, the most of any film this year, the winners might want to steal a word from John Madden. "In the end I feel we owe the thanks and the credit to the man whose imagination it is about and celebrates.

Which is the most universal, the most generous, the most inclusive imagination the world has ever known. In the movie, Shakespeare is communicating to everybody from the Queen down to the people in the pit. I think in the work of both writers [Norman and Stoppard], and particularly Tom's extraordinary kind of ventriloquist's ability to inhabit the imagination of another writer, there is something tremendously true and Shakespearean about the way the script has arrived."

Any thanks reserved for that eager-beaver former student from Boston University, Zack Norman?

"Zack got a check with several zeroes at the end," assures his father, Marc, who has been around Hollywood long enough to know what really communicates.

- 1989: Acting student Zack Norman gets a bright idea. Calls his dad.
- Screenwriter Marc Norman sells idea to Universal, writes "Shakespeare in Love."
- 1992: Norman's script gets a makeover from notes playwright-screenwriter Tom Stoppard.
- Enter Julia Roberts, to star as Viola. Wants Daniel Day-Lewis to be her Will.
- Day-Lewis says no.
- Exit Roberts. Production collapses.
- 1995: Enter Miramax honcho Harvey Weinstein, who acquired "Shakespeare."
- 1996: Production cranks up again, with John Madden replacing original director Ed Zwick.
- Enter Miramax fave Gwyneth Paltrow as the new Viola.
- Cast is assembled, including Judi Dench as Queens Elizabeth.
- Shakespeare, where art thou?
- Eureka! Enter Joseph Fiennes as Will.
- March, 1998: Filming begins.
- Dec. 3, 1998: Movie opens.
- Feb. 9, 1999: "Shakespeare in Love" earns 13 Oscar nominations.