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From its explosive intro to its surprisingly giddy finale (think WHITE HEAT), this glossy adaptation is arch, nasty fun. Based on Ian McKellen's acclaimed stage production, the screenplay updates the story to the 1930s, re-inventing Richard III (McKellen) as a homegrown Nazi who charms and slaughters his way to the British throne. (Director Richard Loncraine makes clever use of fascist imagery throughout, notably in a delirious rally scene lifted straight from TRIUMPH OF THE WILL.) If McKellen lacks Olivier's creepy seductiveness, he's suitably slimy and completely convincing in brownshirt drag. As Elizabeth, however, poor Annette Bening is in over her head.