It takes a while before the piquant new Twelfth Night finds the right tone. Shakespeare's 23rd play is a many-leveled work that, to paraphrase one of its characters, ''smiles at grief.'' By resetting the play in the mid-19th century, director Trevor Nunn (the man behind bloated stage circuses like Les Misérables and Sunset Boulevard) initially seems to be aiming at a Gilbert and Sullivan pastiche. Then a cloud of somberness gathers as Viola (Imogen Stubbs) is separated from her twin brother (Stephen Mackintosh) in a shipwreck and makes her way in the intrigue-ridden country of Illyria by disguising herself as a male courtier. At this point, you're still not sure where the movie's headed: Stubbs has a refined air of longing, but with her wispy mustache she looks disconcertingly like Ellen DeGeneres in slapstick drag.
Thankfully, the sun breaks through as soon as Helena Bonham Carter gorgeous, ethereal, and flying high shows up as Olivia, a noblewoman who falls for the disguised Viola even as our hero, er, heroine, is wooing her on behalf of Duke Orsino (Toby Stephens), with whom he, I mean she, is in love. (Look, you figured out Mission: Impossible, you can figure out this.) Once the algebra of who loves whom is set up, the film turns into something quite fetching: a Merchant Ivory-style soiree with a spiked punch bowl.
Done on a tight budget and using few sets, this Twelfth Night doesn't have the grandeur one expects from filmed Shakespeare. It's an epic, all right, but of the heart. Nunn never gets a handle on the low-comedy high jinks of Sir Toby Belch (Mel Smith), Sir Andrew Aguecheek (Richard E. Grant), and the pretentious manservant Malvolio (Nigel Hawthorne) their scenes feel stuck in the conventions of Elizabethan knockabout but Stubbs, Carter, Stephens, and Mackintosh make their woolly-headed passions both charming and melancholy. Twelfth Night has the ramshackle fizz of a garden-party production and, to top it off, there's a Jove-like Ben Kingsley as Feste, the troubadour atop the garden wall but under the masque of comic diversion, it's an exquisitely moving inquisition into gender and belonging. B