While designed for the audience, these cinematic icons also helped the actors find a new approach to the classic characters. Diane Venora, a Juilliard graduate trained in classical theater, and who had played Juliet early in her career, found Luhrmann's approach to Lady Capulet novel and exhilarating.

"The way Baz saw her -- the way I've never, ever heard her played -- excited me professionally, especially because I come from theater," says Venora. "His ideas captivated me and gave me confidence to go further, to take risks, the way I used to feel in repertory theater. It's exciting to be able to do that on film."

Britain native Miriam Margolyes, who portrays Juliet's well-meaning, bawdy Nurse, adds that "... this was an astonishing project, and it all comes from Baz and his quite brilliant imagination and perception. He radiated a kind of tightness, excitement and personal commitment that is extremely rare."

Irish actor Pete Postlethwaite, who plays Father Laurence with an American accent, was likewise attracted to the project by Luhrmann's interpretation of the play. "The way the script had been beautifully orchestrated into the modern world drew me to the film. It was excellently done, very exciting, yet very, very faithful and honest to my favorite playwright. Baz is a man with vision. That sounds pat, but he's got a very clear, yet instinctive view and feel for the rhythm of the language, of the plot, the color of things, the size of things, the way the characters work. Verona Beach is an extraordinary world that sort of lives in its own ether. However, throughout, Baz's respect for the words of the Bard never allowed it to get muddied. He saw that the story and the characters always kept their roots based very accurately in the play. So, in fact, the icons of the created world and words themselves come to help each other."

This use of modern symbols also informed the production and costume design. In certain respects, the created world afforded production designer Catherine Martin and costume designer Kym Barrett an incredible amount of aesthetic latitude, but their creations were always firmly tethered to Shakespeare's words, story and to some extent, to the playwright himself.

"For me, the created world came down to the fact that Shakespeare's plays were always a bit of a pastiche. They were never one pure period. He never went to Verona and studied in detail the workings of Verona society when he wrote Romeo and Juliet.' It was his vision, as an Englishman, of this mythical, Italianate country, where everyone was passionate and hot-blooded," production designer Catherine Martin theorizes. "I think the created world is basically about devising situations or environments in which people could believe that the action could take place. I call it The Buy Factor.' Do you buy that this could happen, that this could exist, in the context of the script? It's been a really interesting process because if you're true to the script and just try to tell the story as clearly as possible, the created world actually occurs. It evolves organically out of the needs of the script because, essentially, the Verona in which Shakespeare set his play was a created world itself."

For example, several pivotal scenes in Luhrmann's script take place in Juliet's bedroom. As was the custom during Shakespeare's time, few stage directions accompany the text, and the Bard certainly never detailed the decoration of Juliet's chambers. Martin had to produce a setting that would immediately relay certain elements about Juliet and the Capulets in a visual language that would support the spoken one. The result is a spacious, high-ceilinged, powder blue and pale yellow room, framed by French windows with blue and white filigreed curtains that open out to the famous balcony. A large canopied bed, piled with quilts fills the room, its mahogany headboard placed beneath an ornate altar to the Virgin. Yet this is very much a young girl's room -- a legion of pastel-colored, porcelain saints keep company with a cadre of fluffy stuffed animals and a collection of dolls. Among the religious votives are tiny, brightly colored paintings, a smattering of books and photographs, a hot-pink boom box and a beginner's computer, the sum of which comprises the inexplicably precious treasure of a little girl.

"I've tried to simplify it," continues Martin, "so that when people see the sets, they think of a rich girl's bedroom with religious iconography in a place where religion is still important and the trappings of wealth aren't embarrassing. The plan was to convey ideas through the sets in a way that wasn't very subtle, that was very clear, so that people will know instantly where they are and will be able to concentrate on the language the actors are speaking."

Martin adds that the creative team essentially followed Shakespeare's lead; "...he used whatever language, whatever action he needed to illustrate character and story point." In fact, Shakespeare wrote long before the arrival of dictionary and standardization of grammar and, as Anthony Burgess points out in A Mouthful of Air, "As for meaning, an empirical consensus prevailed, with no tablet of the law to lay down the definitions. The question as to whether a word existed -- that is, was authorized by some remote linguistic authority -- never arose. If Shakespeare required a word and had not met it in civilized discourse, he unhesitatingly made it up."

Martin compares the created world to the "heightened reality of a Fellini film, specifically the way Fellini used incredible dream sequences in very real situations. They are always extraordinarily well-observed. Even if the circumstance is alien or dreamlike, his observations are absolutely accurate reflections of real-life. I always thought that however magnified the situation was, the audience must be able to relate to all the characters and the events happening to them."

One of Martin's showpiece sets, the grand ballroom in the Capulet mansion, became the site of one of the film's more Fellini-esque scenes. Built on Stage One at Mexico's famed Churubusco Studios, the ballroom was a huge, decadent, ostentatious temple to the god of avarice. It featured a broad "marble" staircase, reminiscent of the staircases in "Gone With The Wind's" Tara, or in Xanadu, from "Citizen Kane." Above the staircase landing, in the center of the room, hung an immense painting of the Madonna and Child, in tones of gold and crimson. Faux-Roman pillars supported deep red walls, decorated with ornate, golden cherubim and foreboding, eyeless masks, molded into frozen, glittery smiles. Midas-touched statues of mermaids blowing tritons that served as lamp fixtures guarded the foot of the stairs. A giant, gilded two-story candelabrum, supported by the Three Graces, stood nearby. Two behemoth mirrors, encased in ornate golden frames, faced the staircase, and elaborate, dark oil paintings, depicting biblical scenes, dotted the scarlet walls. The Capulet herald, a baroque, stylized cat bearing the words "virtue," "honor," "Dios" and "fuerza," was inlaid into the floor.

This ballroom was the site of the Capulet's masked ball, a pivotal scene because it is the setting in which Romeo and Juliet meet and fall in love. The garish set, which featured actual museum pieces, such as the Three Graces, provided a stark contrast to the purity of the two young lovers.

"The ballroom set was a way of contrasting the simplicity of Romeo and Juliet and their love to the harshness of the world that surrounds them -- a world that is more concerned with appearances. It also makes it very clear that there is a reason they are together. They are both outsiders in the extraordinarily over-the-top-place."

The guests attending this extravagant soiree were as lavish and debauched as the surroundings, thanks to the work of costume designer Kym Barrett and the hair and make-up team, headed by Aldo Signoretti and Maurizio Silvi, respectively. They transformed 150 extras into shimmering, mesmerizing creatures of the night: twin flappers in pink sequins, batting fuchsia-hued eyes; gold-encrusted fauns; a neon hippie with waist-length tangerine-colored hair; a phalanx of Roman soldiers in gold sandals with billowing lame capes; sturdy toy soldiers; and harem girls swathed in aqua gossamer. Clown-like make-up in shades of green, black, purple and red, adorned lips sipping from giant coconuts, festooned with little umbrellas and plastic fetishes. Elaborate hats, headdresses and massive collars competed for space with hairdos lacquered into origami-styled, gravity-defying shapes and designs.

"Baz told me that he wanted the look of the party to be a bit sinister, not all fun and frivolity," Barrett recalls. "He wanted Romeo and Juliet and the audience to walk into a grotesque, Bacchanalian example of what their parents' world is. To achieve that, I used three influences. One was that Seventies Satyricon feeling. I also looked through a lot of black and white photos of Victorian fancy dress parties and I also turned to silent movies. Catherine had designed walls in very dark reds and so I thought, ok, if I make really strong silhouettes with the costumes, using very strong colors and we spend a lot of time on their hats and hair and they wear extraordinary make-up, then these people will look gaudy and ornate and slightly sinister and dark. Coming out of the darkness into this monstrosity, Romeo and Juliet would seem almost other-worldly."

For this masked ball, Barrett deliberately dressed the principal players in costumes that reflected exaggerated versions of their personalities: Gloria Capulet became a bejeweled Cleopatra, strapped into a golden corset, an enormous black wig crowning her head. Her husband appeared as a drunken Caesar in a sparkling plum-colored toga. Dave Paris, the clean-cut, ambitious suitor, arrived as an astronaut and the menacing, explosive Tybalt was Mephistopheles himself.

This reflection of the characters' natures represented Barrett's contribution to the created world. Through her costumes, she visually defined the characters for the audience as explicitly as possible.

"For me, this film is more of a character-driven piece, as opposed to a style-driven piece," she shares. "What I tried to do, after talking with Baz, was convey the universal qualities of each character. Everyone knows these characters. They may recognize them in a different form or age group, but they are figures who appear in every type of society, every social strata, every family. So, what I attempted to do was impart the subconscious impression of this person, the feeling this person gives out. My job was to make that feeling expand across as wide an audience as possible, so that people will identify with them, so they'll say, I get that, I know that character, I know someone like that.'"

Based on Luhrmann's interpretation of Gloria Capulet, for instance, Barrett looked to the 1950s for some of her wardrobe.

"She's fairly high-strung, is in a repressed relationship, is probably lonely, feels that her husband doesn't love her and her daughter is growing up and their relationship is strained, but she can't really change her situation because her role is that of the decorative, obedient bride. So, to communicate those things, we looked towards the Fifties to a time when women were oppressed and cosseted, when the husband was boss and religion and social mores dictated your place in life. We haven't made her into a Fifties character, but there are certain elements that I've put into the costumes that give a feeling of that period."

Barrett reasons that the use of such apparent details and visual particulars will define both the characters and Shakespeare's language.

"The language, for most people, is a little daunting at first. In most movies, what people say conveys the facts, but in this it will take the audience some time to get into listening to the language and relaxing into the rhythm of it. What I tried to do with the costumes was to help smooth the way. The first information they may get is through what they see. The language will reinforce what they see and, sooner or later, the audience, hopefully, won't be able to tell which came first. At one point during the story -- and for everyone, it'll be a different place -- the language and the visual information will become interchangeable. They won't actually have to think what a rose by any other name' means; it will just be clear. That will be the liberation for the audience. It's like the moment when you're learning a new language and, one night, you dream in that language and understand it. It's that click of consciousness."

Luhrmann's cinematic translation of the play constantly triggers that "click of consciousness," as classic characters, props and scenes become literal embodiments of Shakespeare's words. "Everything was about revealing the language, making it less distant and more potent," Luhrmann comments. For instance, Shakespeare alternately refers to Romeo's enemy Tybalt as the "Prince of Cats" and "King of Cats" and alludes to his quick, feral and deadly prowess with the sword. In WILLIAM SHAKESPEARE'S ROMEO & JULIET, Luhrmann retains the words but also describes them visually, outfitting John Leguizamo's Tybalt in ominous, shiny, ebony boots, with thick, slick silver heels, embossed with his trademark cat symbol. Indeed, much of his wardrobe, Barrett notes, "has a feline line to it. The texture of his clothes, the fabric is reminiscent of the shininess of cat fur." Luhrmann also accentuated Tybalt's catlike heritage in the choreography of his much-heralded "swordsmanship." In the film, modern, specially-designed guns replace the Elizabethan blades, but, as armourer Charlie Taylor points out, "all the guns have names of edged weapons, like sword 22, series S,' or the rapier model or a dagger 9' classification, so we didn't have to change the play."

The young Turks of Elizabethan times would have mastered their swords at a very young age and would have carried their weapons with them at all times. Accordingly, the actors playing the Montague and Capulet boys also had to be able to skillfully manipulate their guns. Most of them studied for two months prior to filming, learning the ballet of gunplay -- the quick draw and recovery, butterfly and windmill twirls, over-the-shoulder tosses and the flinty stare through an infrared site aimed at the hapless victim. By the end of production, the actors had become so proficient that they absently performed astonishing tricks with their prop guns while waiting for the next shot.

In order to perform Tybalt's nimble and lethal fighting techniques, John Leguizamo not only trained with his gun, but also developed a singular style of wielding it, with the help of choreographer John "Cha-Cha" O'Connell and gun expert Alex Green. The resulting movements were a graceful and muscular cross between Flamenco dance, bullfighting and fencing, all combined with Elizabethan honor.

"What Baz did was correlate gunplay with swordplay, so our characters still have to play by the codes of the Elizabethan era," Leguizamo explains. "You can't shoot somebody in the back, if you're in a duel, you have to do it with one round in the gun. You can't just shoot somebody for no reason, you have to be provoked. My character, Tybalt, is very proud and he went to the Spanish school of fighting. He's got a bullfighting/Flamenco flair every time he shoots."

Combining this gunplay with Elizabethan elegance proved to be a considerable challenge for Leguizamo. "I trained really hard, to do all the butterfly spins, but, in the beginning, I kept dropping the guns on my feet and smashing myself in the face. Guns would be crashing and falling all over the house. Now, I'm addicted to it. I've found a new career for myself. I can do shows in Vegas now. I have a new special skill ... I do accents, I do Elizabethan and I do gunplay."

Harold Perrineau, who portrays Tybalt's nemesis, Mercutio, had to equal Leguizamo's skill with weapons. Perrineau's background, which includes dance and Kung Fu Wu-Su, helped him immensely.

"I was a dancer for a long time before I started acting," says Perrineau. "I studied with Alvin Ailey and I've also been training in martial arts for five years, so I think that really helped with a lot of the tricks involved with the guns -- twirling, dancing, fighting. It helped me be a lot more physical and I think Mercutio is completely a physical, emotional being."

It was no accident that Perrineau associated Mercutio's persona with his quicksilver use of his gun. The weapons Elizabethan nobles carried were also very personal extensions of their characters and families. Such swords would bear elaborate decoration. Accordingly, the rival Montagues and Capulets brandished guns with beautiful, idiosyncratic adornments, everything from transparent handles revealing a cache of golden bullets to a pearl grip bearing the family crest to the serene image of the Madonna up against the cold curl of the trigger.

Religion and religious iconography, like the Madonna, become powerful, recurring themes throughout the film. Religion is a vital element in the play, a reflection of its pervasive influence in the Elizabethan world picture. London, Anthony Burgess writes in Shakespeare, "... was the capital not only of Protestant England but of Protestant Christendom." In many ways, however, religion had lost its pious underpinnings. Anthony Burgess writes in Shakespeare that "...one of (Shakespeare's) first surprising sights may have been ... a freshly severed head on the spikes by the law courts." While religion may have been a conspicuous presence in Elizabethan England, its sacred message was considerably corrupted.

Luhrmann reinterprets this religious state. Huge oil paintings depicting such biblical scenes as Christ ejecting the money lenders from the temple decorate the gaudy Capulet mansion. Crosses, Immaculate Hearts and images of the Virgin become fashion accessories, adorning clothes and weapons. Luhrmann notes that "... in the Elizabethan world, you would find armoury with religious icons on it. Many things were decorated with religious imagery, and we've just taken that cue.".

Obviously, Romeo and Juliet were the most important characters to introduce to the audience and, in some ways, the most difficult. "There is so much baggage attached to them," Kym Barrett points out. "Everyone has their own vision of them. So, our first goal was to really concentrate on them, to work out how we could relieve them of all that expectation, so they could have their own life in this film. Ultimately, it seemed that the best thing to do was to let Claire and Leonardo become Romeo and Juliet -- their interpretations would create the personas of the characters. To allow them to do that, I thought that Romeo and Juliet should be different from everyone else in the piece, but they couldn't be so different that they'd be conspicuous or so that the audience would think they were special. The result was that we made their clothes the simplest of all, with very clean lines, and not embellished at all."

Barrett conferred with the design house Prada. She was attracted to Prada's pure, understated lines, which exemplified Barrett's conception of Romeo and Juliet. The designers ultimately provided the suit that Romeo wears to his wedding.

This subtle approach to Romeo and Juliet extended to the colors of their costumes. Romeo appears in mostly blue tones or pale silvers while Juliet's signature is pure white. "It happened without intention," Barrett recalls "Every time I read through a scene and saw Catherine's set, it just always seemed that Romeo and Juliet would stand out against the background, without being too obvious, if they were dressed in bright colors. Also, I thought that simple tones would emphasize that they are, in a way, like specters, the ones whose hold on life is the most tenuous."

The Montague/Capulet boys, on the other hand, provide a decidedly garish contrast to Romeo and Juliet. Luhrmann envisioned the warring Montague/Capulet children as sharing a common rebel cause: both groups are in defiance of their parents' generation, even if they have accepted their inheritance of hatred. The senior Montagues and Capulets, he says, " ... have more of the 1960s-1970s-Yves-St.-Laurent-Jackie-O. look about them whereas the younger generation has rejected that."

Barrett adds that while it was important to delineate this generational difference, it was also necessary to differentiate the Montague and Capulet offspring. This proved to be a tricky undertaking because she also wanted to indicate that they sprang from the same socio-economic class. The result was that the Capulet's style "is more decorative and the Montague kids are more utilitarian, but both are from the same station. The Capulets wear ornamental and expensive pieces of clothing, and bullet-proof vests have become required accessories. We thought, well, it's a place where guns are the norm, so life and clothing would've changed to adapt to that. The Capulets are more manicured and preening and wear clothes that are extremely well-cut and body conscious."

Barrett teamed with designers Dolce & Gabbana, whose D&G line especially inspired the Capulets' garb. The Montague attire also sets a novel fashion standard, although its distinctive, colorful style, peculiar to Verona Beach, is the antithesis of the sexy, tailored Capulet look.

"With the Montague boys, it's sort of a Vietnam feeling," Barrett explains. "They carry weapons but they wear whatever they want, like at the end of Vietnam War, when the soldiers wore Hawaiian shirts and shorts and indigenous hats. They invented their own way of wearing clothes to suit the climate and the surroundings. The Montagues' holsters aren't as decorative and their weapons are very functional, they wear their hair very short and sport these lush Hawaiian-style shirts which are vibrant and colorful, so everyone knows who they are."

As in the play, the first characters the audience meets in WILLIAM SHAKESPEARE'S ROMEO & JULIET are the Montague and Capulet gangs; their bold, volatile enmity is matched by an explosion of harsh, tropical, acid-vivid color, both in the setting and the costumes. This colorful assault is certainly the antithesis of a traditional staging of "Romeo and Juliet," which, as cinematographer Donald M. McAlpine notes, is the point: "I guess the problem in doing Shakespeare is that most people know it as a highbrow, stage piece called a classic.' We wanted to get away from any hint of stage. We also tried to develop as much movement and change of perspective as possible, every cinematic trick we can think of to make it look as much like a movie as we can. What we're not using is the classic two-shot, followed by an over-the-shoulder type coverage. We rarely used the usual Hollywood language of classic, matching singles. The movie, while true to the story and language of Romeo and Juliet,' flies in the face of what is considered classical Shakespeare, and we attempted to echo that in the construction of the cinematography. We developed a particular film style, a new film language, if you will."

Three distinct dialects emerge over the course of the film, McAlpine says. The beginning of the movie "... is a really down, hard style which establishes that all is not well in Verona Beach. Then we move into the love sequences, during which Romeo and Juliet become involved, married and bedded; for these we used a very lyrical language which provided contrast with the dialect of the previous scene. The language at the end of the film is similar to this love language, but with a strong edge, introduced as much with lighting as with camera movement."

McAlpine and his crew employed an array of different cinematic techniques, including several swooping camera remote shots that bring the audience almost face-to-face with the star-crossed lovers; underwater photography that sent McAlpine and his crew into a pool with their special waterproof cameras; Steadicam shots to follow an impassioned Romeo down a spiral staircase through the narrow, cloistered corridors of Father Laurence's church; an overhead crane shot that took McAlpine and Luhrmann 120 feet above this same church, and several hand-held tours, shot by McAlpine himself.

Because WILLIAM SHAKESPEARE'S ROMEO & JULIET is a dialogue-driven movie, McAlpine notes that it was helpful to keep the frame moving to give the feeling that this, indeed, is a moving picture, not a stage production. He also opted to shoot the movie in a broad, anamorphic format for this very reason.

"In a movie with so much dialogue, anamorphic allows enough space on the screen to encompass two people talking to each other, while providing room for background detail," McAlpine explains. "I tend to favor it because once you've seen that wide, anamorphic screen, you've definitely established that it's a motion picture."

While WILLIAM SHAKESPEARE'S ROMEO & JULIET is, of course, a motion picture, Luhrmann notes that his intention is to be true to Shakespeare's play, and that some of our current notions about "Romeo and Juliet" are based on later interpretations of the piece.

"Everything that's in the movie is in the play. Violence, murder, lust, love, poison, drugs that mimic death; it's all there. It's just that we have come to associate productions of Romeo and Juliet' with a certain style of speaking, certain types of costumes. In fact, those costumes tend to be 19th century Victorian interpretations of Shakespeare, or even Renaissance versions. When Shakespeare staged his productions, the actors wore their street clothes or costumes donated from the previous season."

Throughout its history the play has endured a succession of "improvements." A popular production that debuted in 1748 and ran until the end of the century omitted several scenes and streamlined the play, to the point where Mercutio no longer died "a grave man" and Romeo's ardor for his first fancy, Rosaline, was simply cut.

When Shakespeare's theater company performed the play, a male actor, by necessity, played Juliet (generally, it is considered to have been Master Robert Goffe, who acted most of the leading female roles). But in 1845, an American actress, Charlotte Cushman, played Romeo to her sister Susan's Juliet. While Luhrmann's fantastical setting may seem unconventional, his use of icons and imagery not only supports and honors the language of the play, it also parallels certain structural departures Shakespeare began to investigate in writing "Romeo and Juliet." In his introduction to the play, G. Blakemore Evans writes: "Stylistically, Romeo and Juliet' comes at a point in Shakespeare's development when he is beginning to break away from conventional and rhetorically bound use of language and figure, of images used for their own sake ... and is discovering ... a dramatic language which, though it continues to use the figure, uses them directly and integrally, so that language and imagery not only describe the character but, through organic metaphor, become the expression of the character itself."

WILLIAM SHAKESPEARE'S ROMEO & JULIET was shot on locations in and around Mexico City, from Churubusco Studios to the barren badlands of Texcoco; from a "glorieta" in the middle of a fashionable shopping district to the exterior of the city's famed Chapultepec Castle. The production ended its Mexican sojourn on the beaches of Veracruz. All these locations collectively became Verona Beach.

Mexico City's jolting contrasts offered a wealth of inspiration as well as actual locations. It is home to ancient ruins, baroque, mythic winged statues, famous murals, breathtaking collections of art and assorted shrines. Mexico City also harbors garishly-hued, modern high-rise buildings, sidewalk vendors hawking folk-art, key-chains and tortillas, the endless traffic jams, punctuated by green Volkswagen Beetle taxis, fire-eating clowns performing in intersections, ruthless gangs of banditos that stalk the city under the cover of night and the ubiquitous rifle-bearing security guards, chic restaurants and designer clothing stores.

One location, the Immaculate Heart of Mary Church, which became the St. Peter's Church of the play, rivaled any set. It is a giant, "modern-gothic" facade, topped by an immense statue of Mary. Its interior featured a golden altar, above which soared a huge, pastel-colored figure of the Madonna and Child, framed by two attending angels. Adjacent to her were brightly colored panels depicting the story of Christ; high above her head, painted into the wall was the pink Immaculate Heart itself, encircled by thorns. This impressive church became the setting for Romeo and Juliet's secret wedding and served as the site of their deaths.

For the latter scene, Catherine Martin's team set a casket swathed in silken cream-colored fabric on the altar. They surrounded it with 2000 flickering candles, a host of Juliet's porcelain saints and angels and the gilded glow of ornate candelabras. Hundreds of white flowers filled the church with the scent of freesia and gladiolas. White floral crosses with brightly-colored plastic centers, bordered by a thin halo of blue neon, lined the aisle. The camera dollied down the slick marble floor, following Romeo walking slowly towards the sleeping Juliet and his death. Next, the electrics threw a spotlight on the Virgin and another pulsating pink beam on the Immaculate Heart for a tricky topographical shot that revealed the majestic gleam of candles, saints and two slain lovers entwined on their deathbed.

Weirdness followed the company to the coastal village of Veracruz, which was plagued by huge El Norte winds and killer bees, among other things. Filming proceeded despite such biblical set-backs, for this was the venue for such pivotal moments as the famed Queen Mab speech as well as the death of Mercutio. Catherine Martin's team had erected the seedy, vulgar, colorful community of Verona Beach on the shores of the Gulf of Mexico. Palapa-style bars, restaurants, souvenir and sex-shops dotted the beach, with names like "Rosencranzky's" or "The Merchant of Verona Beach." Even the Globe Theater made an appearance, as an old movie house.

Other nods to the Bard throughout the film included the Shylock Bank, ads for Prospero Whiskey, Out, Out Damn Spot cleaners and Butt Shaft bullets, the latter referring to Cupid's arrow. Martin and Luhrmann also devised an innovative interpretation of the sycamore grove, where a lovesick Romeo broods and pines. In WILLIAM SHAKESPEARE'S ROMEO & JULIET it is transformed into the decrepit facade of an old theater, its grand proscenium and columns the victims of time, wind and sun. It featured a broad stage, topped by a massive arch that revealed the entire seaside set.

The film's rich and exciting musical soundtrack was supervised by music producer Nellee Hooper. Even during filming, music punctuated the production. Quindon Tarver, an astonishing young gospel vocalist, offered a mesmerizing cover of Prince's "When Doves Cry"; Paul Sorvino regaled the cast and crew with his operatic talents and singer Des'ree wrote and performed two ballads for the film.

Even some of Shakespeare's poetry took on musical notes. The latter was not entirely surprising, since, as Claire Danes discovered, "... there is a sing-song quality to iambic pentameter." Although music is obviously an integral part of movies, it was also a vital influence during Shakespeare's lifetime, as Burgess points out in Shakespeare: "People sang readily ... you bought ballads in the streets, and there was a large public repertoire of popular songs. The gap between music as pastime and music as uplift ... did not exist." Burgess goes on to note that folks from all classes participated in this musical dialogue, the lower rungs responsible for such memorable tunes as "John Come Kiss Me Now," while the upper echelon "assumed that an ability to bear a part in a madrigal was one of the unremarkable marks of a lady or gentleman."

As mentioned, Shakespeare realized he had to entertain both segments of society. It is this remarkable achievement that drew Luhrmann and Pearce to his work.

"He is just such an extraordinary storyteller," says Luhrmann. "What I really loved it is that he had this dilemma, in terms of audience. He had to knock dead the people selling pigs, the prostitutes and the nobles because they were all in the same theater. They had to have a different experience of the material but enjoy it equally. "That's what is so phenomenal about it -- everyone can experience his work, albeit in different ways. That's an incredible accomplishment. Everyone, from a child to an adult can have a very rich experience from it and I think that's why it's still performed and why it's worth doing. He had an amazing genius for capturing who we are and revealing it to us. My job is just to re-reveal it."

"Baz and I are just huge Shakespeare fans," Pearce says. "We've studied his plays and the language. We wanted to make it accessible, to invite other people to love his plays the way we do. At the same time, we didn't want to be too reverential. Shakespeare was a big appropriator of material, and he certainly wasn't rarefied or reverential in his approach. We wanted to be respectful, though, and there's a difference. If you're respectful, you're looking for the core and, hopefully, the true meaning. If you're reverential, you're just obsequious.