1-3. Throne Of Blood (1957), The Bad Sleep Well (1960), Ran (1985)

Throughout his career, the Japanese master Akira Kurosawa brought East and West together by fusing their storytelling, cultural, and filmic traditions. Never was that in greater evidence than in his three loose adaptations of Shakespeare's plays, which constructed wholly original and visionary worlds around the sturdy dramatic backbone of the Bard's work. Transposing the basic storyline of Macbeth to medieval Japan, and staging it in the classic Kabuki tradition, Kurosawa's Throne Of Blood sends two warriors into a dark, foggy forest to hear an old woman's horrific prophesy, which naturally bears out in tragic fashion. The Bad Sleep Well cleverly reimagines Hamlet within the world of modern corporate intrigue, casting Toshiro Mifune as a young man seeking revenge for his father's death within the confines of a corrupt Japanese company. Not all of the characters correspond to Shakespeare's play, but the core values of Hamlet's character—his thirst for vengeance and justice, and his crippling inaction in finding it—are in place. Kurosawa's career-capping 1985 classic Ran was originally conceived as a historical epic based on the folk stories of Mori Motonari, but as the years passed, the director found so many similarities to Shakespeare's King Lear that he actively incorporated it. Both Ran and King Lear concern an aging warlord who splits his kingdom among his three children, creating a fractious and ultimately tragic situation. Though Kurosawa identifies strongly with the Lear character, he breaks from Shakespeare in suggesting that the cruelty by which he built and ruled his kingdom is coming back to haunt him.

4. 10 Things I Hate About You (1999)

On the surface, the plot of 10 Things I Hate About You hews pretty closely to that of Shakespeare's The Taming Of The Shrew: in order to win the hand of the sweet, lovely Bianca, her two potential suitors must first find a boyfriend for her older sister, the strong-willed, quick-witted Kat, by any means necessary. But certain things are bound to be lost when turning The Taming Of The Shrew into a late-'90s high school romantic comedy featuring the musical stylings of Save Ferris—like, say, the idea of marrying someone for the dowry, not to mention the idea of "taming" one's wife. In 10 Things I Hate About You, the "dowry" becomes a $300 payment Andrew Keegan gives to Heath Ledger to date Julia Stiles, so he can then date her younger sister (Larisa Oleynik). But Ledger doesn't "tame" Stiles, like his Shakespearian counterpart, Petruchio, did. Starving, controlling, breaking, and emotionally abusing a girl into being your girlfriend is generally frowned upon these days. Instead Ledger serenades her on the football field, takes her to play paintball, talks and listens to her, drives her home when she's really wasted, buys her a guitar with his bribe money, and in the process falls in love with her as she falls for him. In the end, it's more Wooing Of The Wary, Feisty Girl rather than Taming Of The Shrew.

5. Hamlet (2000)

Like The Bad Sleep Well and Aki Kourismaki's 1987 film Hamlet Does Business, Michael Almereyda's Hamlet updates Shakespeare in a corporate environment, but unlike those two, it doesn't dispose of the text. Much of it is a mess, with Shakespeare's story awkwardly conceived to accommodate the boardroom treachery of a New York outfit called Denmark Corp. And the self-conscious American cast mangles too many of the playwright's words. Yet there are ingenious touches as well, including a scene where Hamlet's father materializes in front of a Pepsi One machine, another where Rosencrantz and Guildenstern discuss their devious plot with Claudius over conference call, and a staggeringly brilliant conceit to stage the "To be or not to be…" soliloquy in the middle of a Blockbuster Video store.

6. Forbidden Planet (1956)

"Shakespeare… in space!" is a ridiculous sell-line for a film, but Forbidden Planet made the most of its premise, by becoming a science-fiction classic—and made very little of its source material, by failing to acknowledge Shakespeare's inspiration in the credits. In Shakespeare's play The Tempest, a magician and his nubile daughter live in exile on an island, attended only by the captive "airy spirit" Ariel and the monstrous, hateful witch's son Caliban, until the magician raises a storm to shipwreck the men who exiled him, and bring them to his island as well. In Forbidden Planet, the island becomes the world Altair IV, the "magician" is a scientist (Walter Pidgeon) with access to phenomenally powerful alien technologies, and the shipwreck survivors are a starship's crew, come seeking survivors from Pidgeon's ship. Strictly speaking, the helpful servant Robbie The Robot is meant to be Ariel and the unseen monster that killed Pidgeon's crew is meant to be Caliban. But the monster works as Ariel as well, given that it's an invisible, seemingly magical force that flits around acting out Pidgeon's desires. Anne Francis' role as his daughter comes straight out of the play, though—while Forbidden Planet is more about eye-popping effects and eerie, groundbreaking electronic music than about all the complexities and multitudinous plotlines of Shakespeare's play, her coming-of-age story as a woman suddenly meeting her first men after a lifetime alone with her father remains intact.

7. My Own Private Idaho (1991)

Inspired by a screening of Orson Welles' Chimes At Midnight, Gus Van Sant decided to rework his in-progress script for My Own Private Idaho—a movie about gay hustlers (River Phoenix and Keanu Reeves) in Portland—into a partial modern-day take on Part 1 of Shakespeare's Henry IV. The changes mostly affect Reeves' side of the story, with the actor garbling his way through the Prince Hal character while William Richert's rotund vagrant stands in for Falstaff. The curious thing about Van Sant's film is that it includes chunks of Shakespeare's dialogue quoted alongside contemporary street talk, with little regard to how these incongruous elements might work together. The result is a movie split conspicuously in two.

8. Rosencrantz And Guildenstern Are Dead (1990)

By the time the restlessly brilliant Tom Stoppard took a crack at it in 1966, actors and directors had been trying to find a new angle on Hamlet for over 350 years. Stoppard's approach was both astonishingly simple and devastatingly effective: all he did was take two of the play's minor characters—Hamlet's college friends Rosencrantz and Guildenstern, now in the employ of Queen Gertrude to figure out what's ailing her son—and tell the entire story from their extremely limited perspective. Or, as Richard Dreyfuss as The Player puts it in the 1990 film version, "We keep to our usual stuff, more or less, only inside out. We do onstage the things that are supposed to happen off, which is a kind of integrity, if you look upon every exit as an entrance somewhere else." This simple shift in the play's dynamic allows Stoppard to create a witty and profound meditation on identity, language, and the nature of fiction. The film version has its problems: Stoppard directed it himself, and his technical abilities are glaringly obvious. And while Dreyfus is plenty game in a role originally conceived for Sean Connery, he's alternately over the top and out of place. But it retains the play's scintillating, hilarious dialogue (and adds a few funny new bits, including Rosencrantz's inadvertent physics experiments) and features two perfectly realized performances in the title roles by Gary Oldman and Tim Roth. (Or is it Tim Roth and Gary Oldman?)

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9. Prospero's Books (1991)

Much like Rosencrantz And Guildenstern Are Dead, Prospero's Books takes a Shakespeare play (in this case, The Tempest) and turns it inside out by focusing on an aspect barely noticed in the original work. But because the director is merciless formalist Peter Greenaway—in his sole attempt at taking on the Bard—the focus is even more obscure and the result is even more bizarre. In the original play, Prospero brings with him on his island exile a library of books that grant him magical powers. It's the contents of these books on which Greenaway chooses to focus, in what expands into a beautifully complex and layered multimedia presentation involving computer-generated imagery, dance, painting, and film. No voice is heard throughout the entire movie save that of John Gielgud, portraying Prospero in one of the finest performances of his storied career. (Gielgud, who had wanted to make a definitive version of The Tempest for decades, helped to finance the film.) Among its many virtues: Prospero's Books is a dream come true for those who think that what Shakesepeare's plays most lack are dozens and dozens of shots of male genitalia.

10. Romeo + Juliet (1996)

Moulin Rouge director Baz Luhrmann was conscientious about largely keeping Shakespeare's language intact in his present-day adaptation of Romeo And Juliet; he just packs in contextual modernizations to make the lines make sense. For instance, the opening narration ("Two households, both alike in dignity, in fair Verona where we lay our scene…") comes in the form of a news broadcast. And a line of shotguns and handguns bear brand names like "Sword," so a character can still cry, "Give me my longsword, ho!" but then snatch up something less antiquated than a pointy piece of steel. Luhrmann's nervy, glammy version of the play seems fueled by Ecstasy and adrenaline; his characters speed-swim through a backdrop of fast-cut montages and dreamy, druggy setpieces. The acting is often huge and over the top, and the tone flails around wildly, but who's to say it wasn't the same in Shakespeare's day, when half of any given play was aimed directly at the groundlings?

11. Tromeo & Juliet (1996)

Shakespeare adaptations don't get much looser or more irreverent than the 1996 gross-out comedy Tromeo & Juliet, which puts a Troma spin on the Bard's endlessly recycled tale of the quintessential star-crossed lovers. This time out, Juliet is bisexual and sexually voracious, Romeo is addicted to Shakespeare-themed porn, and the third act involves such newfangled contrivances as Juliet morphing into a hermaphrodite cow. The tagline—"Body Piercing, Kinky Sex, Dismemberment. The Things That Made Shakespeare Great"—says it all. Nevertheless, by the standards of the studio that brought us The Toxic Avenger, this still qualifies as a class act.

12. Richard III (1995)

The most common trick employed by Shakespeare's contemporary interpreters—simply moving the setting forward a few centuries—can be interesting, but it can also be awfully lazy. What makes Richard Loncraine's adaptation of Richard III so effective is that its 1930s setting, with Ian McKellen's Richard spearheading a new British civil war on behalf of native Fascists, provides a perfect framework for the internecine politics and often-baffling familial conflicts between battling aristocratic houses that mark the play. It also gives the director, who co-wrote the screenplay with McKellan, an excuse for some gorgeous set and costume design: all swanky tuxedos and designer gowns, stark Nazi-influenced iconography, interregnum military gear, and Shakespearian sonnets converted into hot jazz crooning. Of course, just flipping the script, setting-wise, wouldn't alone make this Richard III worthwhile, so the filmmakers stack the deck by casting some real powerhouses. Maggie Smith, Jim Broadbent, a charmingly dissipated Robert Downey Jr., and Nigel Hawthorne play various warring royals, but none stand out more than McKellen himself, giving a wild, Oswald Mosley-ish turn as one of the Bard's greatest villains.

13. O (2001)

How to make Shakespeare's Othello resonant to the contemporary youth market? Set it in a modern-day high school, obviously, in this case a nearly all-white private school in Charleston, South Carolina. Then change all the names, so Othello becomes "Odin," Iago becomes "Hugo," and Desdemona becomes "Desi." And, of course, the dialogue has to go too, and the story has to be retrofitted to accommodate the hot-button issues of racism and interracial relationships, casting "Odin" (Mekhi Phifer) as a straight-arrow student and basketball phenom whose relationship with the headmaster's daughter "Desi" (Julia Stiles) draws the ire of his jealous, scheming teammate "Hugo" (Josh Hartnett). In the wake of Columbine, the film's violent finale kept it off screens for nearly three years, but despite the bad timing, O proved a surprisingly resonant and clever updating of the play. At a minimum, the casting of Hartnett as Iago finally put the actor's blank, shadowy eyes to good use.

14. Men Of Respect (1991)

Macbeth had been given the gangster treatment once before in the little-seen 1955 movie Joe MacBeth. The second time wasn't quite the charm with Men Of Respect, writer William Reilly's sole directorial effort, but the eccentric film is tough to forget. An unrestrained John Turturro plays Mike Battaglia, a New York gangster who murders his way up the ladder with the encouragement of Mrs. Battaglia (Turturro's real-life wife Katherine Borowitz). The film's equivalent of the three witches watch a grotesque cooking show, Steven Wright plays the drunken porter, Rod Steiger is the don in Turturro's way and so on. Matching the updates to their inspirations sometimes provides more entertainment than the movie itself, but it's worth a look for the curious.


15. Scotland, PA. (2001)

It must be a little uncomfortable seeing your spouse turn into a villain, but ten years after Men Of Respect, writer-director Billy Morrissette cast his wife, Maura Tierney, in the Lady Macbeth part in Scotland, PA, a sitcomish version of the Scottish play set amongst fast food employees in 1970s Pennsylvania. (Think That '70s Shakespeare.) Justifying murder to her on-screen husband James LeGros, Tierney casts them as examples of "underachievers who have to make up for lost time." But, like her predecessor, she finds herself going crazy with guilt, even playing out a profane variation on Lady Macbeth's famous mad scene in a local pharmacy as she seeks remedy for a burn that no one else can see.

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16. She's The Man (2006)

10 Things I Hate About You co-writers Karen McCullah Lutz and Kirsten Smith went to the Shakespeare well again with this attempt to rework the cross-dressing comedy of Twelfth Night into a high school setting. With soccer. It doesn't work, in large part thanks to the never-the-least-bit-manly lead performance from Amada Bynes, whose interpretation of masculinity involves a lot of crotch-grabbing, hip-hop slang, and out-of-nowhere Southern twang.

17. Happy Campers (2001)

Heathers screenwriter Daniel Waters made the leap from writing to directing with the little-seen, little-appreciated camp comedy Happy Campers, an airy, Midsummer Night's Dream-inspired farce about the romantic entanglements of a group of teen camp counselors who frolic about an enchanted forest after the head counselor (Peter Stormare, playing a character named "Oberon") is struck by lightning. James King charmingly plays the Puck surrogate, an imp named Pixel, but it's Elliot Davis' intoxicating cinematography that sets the film apart from the rest of the teen-sex comedy pack.

18. West SideStory (1961)

Since family feuds ended with the Hatfields and McCoys, one of the more obvious ways of updating the Romeo And Juliet model was by using urban and racial strife as a method for keeping two star-crossed lovers apart. In the musical by Leonard Bernstein, Arthur Laurents, and a young lyricist named Stephen Sondheim—adapted to the screen with only a little awkwardness—the Montagues and Capulets are the American and Puerto Rican street gangs the Jets and the Sharks, and wouldn't you know it, a boy and a girl from each side fall in love. The update works thanks to the clever use of New York's urban landscape—Maria is on her balcony, but it's a New York fire escape in an alley—and the songs, which you can still hear everywhere. Perhaps the concept of finger-snapping, gym-shoe-wearing, Krupke-hating teens could have gone terribly awry, but Shakespeare's timeless love story makes a natural transition into a classic musical.