Kenneth Branagh, the British actor who adapted, directed, and starred in Henry V, claims that "my greatest desire was to take the curse of medievalism off it, so that Batman audiences could see it." He lifts the curse not by taking the medievalism out, but by bringing it to life. You can feel the cold earth through callused feet, smell the foul breath of the peasants through their rotting teeth, imagine the wealth that purchased the bishop's finery. Branagh shows us a peasants eye view of the nobility-a view of fine clothes and well-bred horses, incalculable status and power over life and death-while reminding us with stark dwellings and candlelight that the most privileged lives were harsh by today's standards. The battle scenes are right in our faces yet removed in time. Soldiers are bloodied and torn by weapons and battle plans unrecognizable from the perspective of Vietnam or Normandy. Yet one is still swept onto the field, feeling the weariness and despair of the men and the pain and confusion of their horses.

As a war movie, Henry V is as gripping as the best movies of late. It's graphic yet not grotesque, telling a story which begins with the terrified faces of the ragged troops and ends with both sides exhausted and mourning. This war is fought with swords and arrows, not guns and jets. Mud flies, horses fall, men's faces are splattered with the blood of their comrades. The sheer physical demands of hand-to-hand combat-of stabbing and slicing, drowning and strangling-leave the men drained and the audience overwhelmed. Soldiers pilfer corpses, rescue comrades, and course over the field in an endless stream, English and French entangled in a human potpourri. The glory and horror of the scene explain how Branagh can claim this is a "wonderful, ambiguous debate about war, where Shakespeare forces people to think about the infuriating contradictions."

But this is not just a war movie. It's also about power and simple passion, death, and loyalty. It's a movie of words as well as actions, words which sweep you up and knock you down. The camera enhances lines, cutting from speaker to listeners and back-their eyes intent and fists clenched, stances open or wary. The lines spill out so naturally, now haltingly, now with force, that one forgets they've been spoken on hundreds of stages over the centuries. Henry's Crispian speech is thrilling. "Then he will strip his sleeve and show his scars." Even the French nobles' discussion in the midst of battle seems natural-no small achievement, since they've paused to speak while swords are swinging all around them. My only disappointment was the famous "Once more unto the breach" speech before the first fight. Henry speaks in the thick of confusion, while men rally for the battle against a fiery backdrop. The lines gush out, and the impressive disarray of the scene around him distracts from the words themselves.

Though leaving all the great monologues, Branagh cut almost a third of the play for the sake of fluidity and clarity. He chose well, removing tangential plots and repetitions while leaving the script's best lines. Laurence Olivier's Henry V motivated Branagh to make his updated version, a decision we can all applaud. Considered a masterpiece of its time, Olivier's 1944 version looks stylized and theatrical today. It is a spectacle of color and costume, fine speeches and pleasing sets, a Hollywood-style production which twists Shakespeare into an elaborate fairytale.

Branagh's version is no fairytale. Rather than play it on a stage, he weaves the story into valley s and hills, rude huts and cavernous halls. Candlelit rooms, foggy nights, and rain-blanketed forests give the tale its dark quality. Costumes simple rather than decorative transport the play out of Olivier's picture-book prettiness and into the real. And the modern score by Patrick Doyle is a perfect partner to the script-dark, suspenseful, and moving.

The movie is superbly cast from a who's who of British stars and Shakespearean actors. Derek Jacobi plays the Chorus, bridging the present and past with his modern dress and middle English speech. Paul Scofield (Thomas Moore in A Man for all Seasons) plays the King of France, cultured yet aged by the responsibilities of too many years on the throne. Judi Dench plays Mistress Quickly, a bawdy earth mother with rosy cheeks and hard-lived eyes. Emma Thompson is Princess Katherine, a frivolous and sparkling girl whom we suspect has more substance than Shakespeare allows. And Christian Bale (the young hero in Empire of the Sun) plays the barefoot innocent swept into a man's war. These Brits in action are a sight to behold.

Branagh's small touches also bring the play alive. Fearing the French will soon be upon them, Henry reminds his men that "We are in God's hand, brother, not in theirs." Branagh then lets fall a cold rain on the gloomy scene. And following the devastation of the battle and the King's proclamation that holy rites are to be done, we hear an overpowering rendition of "Non Nobis Domine"-not unto us, Lord, but to Thee be the glory. The medieval feel of the music provides a somber backdrop for the war's bloody aftermath. It also reminds us of the religious feeling by which soldiers and peasants live, breath, and die.

Branagh has done a stunning job of bringing Shakespeare to the screen. After being swept up by the movie, you may even find yourself taking Shakespeare off his dusty shelf.