5. '>SHAKESPEARE IN LOVE (1998). Then there are films about the actual process of creating theatre, the heart of this subgenre. This has to be the ultimate, not just because it's a romantic comedy about the young William Shakespeare writing Romeo and Juliet, with lively and passionate performances by Joseph Fiennes and Gwyneth Paltrow (both their best, in my opinion) and some scenes stolen with relish by Dame Judi Dench.

The script by Marc Norman and Tom Stoppard incorporates so many delicious theatrical in-jokes (for instance, actors always describe the play as being about their character. "What's Romeo and Juliet about?" "Well, it's about this nurse...") as well as delightful bits of throwaway anachronisms. But the real heart of it is the performance of the play that leads to one gorgeous climax after another. Not only is the movie within the play within the movie handled brilliantly, but we get an idea of why Elizabethan theatre was so vital: the audience crowded against the stage, totally involved in every moment. Yes, and it's a mystery.

There isn't anything I don't like about this movie, from the color to the music. I'm looking forward to seeing the Collector's Series DVD with the commentaries, but it looks like I'll have to buy it---the ones for rent here are the extraless version.

6. A MIDWINTER'S TALE (1995) (also known as IN THE BLEAK MIDWINTER). In contrast to "Shakespeare in Love" which won the Best Picture Oscar, this little movie about a ragtag group of actors in England putting on a Christmas production of "Hamlet" is unknown. But it is also funny, with lots of heart and lots of theatre texture. It was written and directed by Kenneth Branagh around the time he directed his huge "Hamlet" for the screen. It's filled with affection, yet Michael Maloney's frenetic performance as the neurotic director and star of the play keeps it moving at a fast pace. And unlike Albert Finney's A MAN OF NO IMPORTANCE (1994), another excellent film about a provincial man who tries to find himself through theatre, this one has a theatrically happy ending.

7. '>LOOKING FOR RICHARD(1996). This is a completely unique film---part documentary in which Al Pacino lead us through his attempts to understand Shakespeare's Richard III and mount a production, culminating in Pacino and his cast performing key scenes of the play. It is entertaining from start to finish, thanks to Pacino's personality, the skillful editing of the cinema verite glimpses of the process (Pacino also directed) and the other oddballs he gathers in, and the power, complexity and ultimately the simplicity of Shakespeare's play. Much of it was shot in Manhattan, so it's Shakespeare with true contemporary grit. It ends up being a great film about the process of actors "finding" the play and performing what they find.