Director Michael Almereyda names Orson Welles as a primary inspiration for his modern take on Shakespeare's Hamlet . "Welles shot his Macbeth in twenty-one days, describing it as a rough charcoal sketch of the play. I wanted to film Shakespeare with that spirit, roughness and energy. I was hovering around a few possibilities -- relatively obscure plays -- and I was resisting Hamlet... It's too familiar, too obvious, and it's been filmed forty-three times. T.S. Eliot compared it to the Mona Lisa, something so over-exposed you can hardly stand to look at it."

But Hamlet, both the play and the character, seemed to persuade Almereyda. "References and images kept showing up out of nowhere," says Almereyda. "I passed high school kids quoting it on the street. I thought back to my first impressions of the play, remembered its impact and meaning for me, and wondered why all filmed Hamlets have featured middle-aged actors. The part is hugely challenging, but I was convinced a younger person could handle it, fly with it."

Almereyda contacted Ethan Hawke (Before Sunrise, Snow Falling on Cedars), a long-time friend.

"We kept to our original intent -- to do it low budget, in 16mm, fast and cheap in New York," says Almereyda. "Every spoken word written by Shakespeare but set within - and energised by - a contemporary context. We went in with the sure knowledge that this wouldn't be a definitive Hamlet -- it would simply be our Hamlet. A collage, a cut-up, a collision of feelings and ideas."

"What was attractive about doing it as a film," says Hawke, "was that the opportunity to make the verse more accessible. A lot of people are either Shakespeare fanatics, who know the text extremely well, or the kind of people who view it as something they discussed in school, not something they actually like. And I felt certain that with cinema, there is the opportunity to give Shakespeare a presentation that is more intriguing for a modern audience."

"Shakespeare has been done with a contemporary gloss often enough," says Almereyda. "The key to our approach has been to balance respect for the play with respect for contemporary reality -- to see how thoroughly Shakespeare can speak to the present moment.

"For instance, Shakespeare has Hamlet caught in the wheels of his own hyperactive mind, enthralled by 'words words words.' But in our time, images keep pace with words and make up a kind of overwhelming reality. So we made Hamlet a would-be filmmaker, someone trying to bring order to this flood of images that threatens to engulf him. There's hardly a single scene without a camera, a photograph, a TV monitor, an electronic recording device of some kind. Images within images. The challenge becomes finding a visual language that can hold a candle to Shakespeare's poetry."

Why make Denmark a multi-media corporation? "In some ways," Almereyda admits, "it's an easy correspondence. Global corporate power seems at least as treacherous and total as anything going in a well-oiled feudal empire. But the corporate media angle is meant to go deeper than that, and it relates to the whole look and scope of the film.

"Hamlet, after all, says 'Denmark is a prison.' If you think of this in terms of media and consumer culture, the bars of the prison are defined by advertising, by all the brand names, logos, and billboards, all the seductive color and the noise that crowd our waking hours. In this atmosphere, it's all but impossible to find evidence of experiences, and relationships, that can be considered truly private or pure.

"So when the ghost of Hamlet's father vanishes into a Pepsi machine, or Hamlet finds himself questioning the meaning of existence in the aisles of Blockbuster Video, or when Shakespeare's verse is interrupted by the roar of an aeroplane or the hectoring tones of Mr. Moviefone -- it's meant as something more than a bit of casual irony. It's another way to touch the core of Hamlet's anguish, to recognise the frailty of spiritual values in a material world, and to get a whiff of 'something rotten' in Denmark here and now."

Adds Hawke, "The play has a heavy sense of paranoia. Everybody is watching the other characters. I find that very modern. Obviously there are some things that don't change even though our environment is completely changed."

Almereyda and Hawke set about intensive preparations. "I remember Ethan saying 'We don't have to go to Yale to do this,'" says Almereyda. "But I did go to every film library and museum in New York where I watched every Hamlet on record, plays recorded on video, even silent films. I read a few books and, more to the point, I never stopped reading the play, which carries the best advice for any director: 'Suit the action to the word, the word to the action.' This is so simple it is almost stupefying."

"There's never been a film version of Hamlet with the lead actor younger than thirty," says Almereyda. "Ethan is the first." "Many people had done the role very wonderfully, including Olivier and Kevin Kline, but they were all in their forties," says Hawke. "I liked that I was just a little bit too old to be a student, someone just hanging around, not yet ready to leave school."

"You watch Ethan," says Almereyda, "and feel that he is, on and off the screen, always searching and reaching. Hamlet contains within himself a world of contradictions, but for me this is essentially romantic searching quality is the core of the character."

"There is this common opinion about Hamlet that his weakness is his indecision," says Hawke. "But I've always felt strongly that he shouldn't kill Claudius -- to kill Claudius is to be a vigilante. He deliberates and deliberates about it and he never should do it. I've never understood why audiences always feel so strongly that he should. The smartest idea he has in the play is to make Claudius think about his own guilt. He doesn't need to kill him if he actually lets him know that he's caught him in his guilt. There's nothing in Shakespeare's body of work that suggests he thinks that murder is a good thing."

"And the proof of this," Hawke continues, "is that Hamlet's pursuit of his father's revenge leads to the murder of Polonius, which creates another Hamlet. Laertes is doing exactly what Hamlet is doing, trying to avenge his father. And Ophelia tries to carry out her father's word and she ends up destroyed. All these people are trying to please others and all this violence happens because of it."

"With just a couple of exceptions the cast is American, and notably younger than usual for these roles," Almereyda continues. "Diane, Kyle, Live Schreibner and to some extent Steve Zahn are all classically trained. But everyone in the film was in it because they love and respect Shakespeare's language. They recognise how Shakespeare's meaning and emotion are physically embedded in the language. The trick, the challenge, lies in the working it through so that the poetry isn't like a glass that's so full you're afraid to drink for fear of spilling it. We didn't have much rehearsal time. Most of the actors will admit it's the hardest thing they've ever done. It was certainly the hardest thing I've ever done."

"I normally begin work by thinking psychologically about the part I'm playing," says Sam Shepard. "This was my first opportunity to perform Shakespeare, and it was a great pleasure to start with the beauty of the words. I just let that extraordinary language guide me."

"Shakespeare's language is so elevated, the passions are so intense -- but that doesn't mean actors have to splutter and shout their way through it," says Almereyda. "We did our best to avoid histrionics, and to apply a tradition of specifically American acting that's emerged over the last fifty years but which is seldom, from what I can tell, applied to Shakespeare. A style that's more restrained and interior but still - all the more so -- really committed and connected. I wanted, above all, a feeling of intimacy."

"I see why people spend years with breathing exercises," says Hawke. "It would be very useful. But with modern cinema acting you don't have the same requirements as far as projection -- you're working in close-up. So it's been a challenge to balance the theatricality of Shakespearean verse and the intimacy of cinema."

The world that Almereyda and production designer Gideon Ponte imagined for this version of Hamlet is a discordantly contemporary one, with computers and surveillance cameras filling angular high-tech spaces. "We were hoping to give a portrait of contemporary New York, and to deliver pleasurable shocks from the sight of familiar scenes plays out on Park Avenue, in the coils of the Guggenheim, in a Laundromat or diner or penthouse hotel room."

"The score by award-winning composer Carter Burwell (Fargo, Being John Malkovich), meshes a classic string ensemble with rhythmical electronic loops. Hamlet carries a video camera in the film and I wanted to echo that in the music," says Burwell. "The electronic loops suggest the endless compiling and reviewing he does with his digital editing equipment -- the wheels turning in his head."

"Burwell's score is complimented by source cues which include 19th century music specifically inspired by Shakespeare's Hamlet -- symphonic arrangements by Tchaikovsky, Liszt and the Danish composer Gade -- as well as a 1986 Birthday Party song, written and performed by Nick Cave, titled Hamlet (Pow, Pow, Pow).

Costume designers Luca Mosca and Marco Cattoretti created a distinctive look for all of the leading players. We designed Hamlet trying to pick elements of the past and incorporate them into modern fashions," says Luca Mosca. "Hamlet wears leather like a traditional Hamlet - his coat is laser cut; the old one would have been hand-sewn. Ophelia mixes a downtown East Village rebel look with the expensive fashions that her wealthy father can afford; her look is baggy chic. Gertrude is a modern royal and dresses like very few women can -- she wears European couture collections. Claudius, the young king, always presents an impeccable, beautiful façade."

Hundreds of years after its first performance, Hamlet continues to fascinate audiences. "I think it's the greatest play ever written," says Kyle MacLachlan. "You appreciate the poetry, you appreciate the construction of the play, you appreciate that you have so many characters that are rich, that are exciting for a performer to play. It's a play that no-one will ever get 'right' because it's so complex and is always open to more interpretation."

"I think the play endures because the principles inside it endure," says Diane Venora. "The poetry is timeless and it deals with life and death and betrayal, corruption and purity. Whether you are in this century or another century, these are the principles that govern life. These words endure forever because they have life in them and because their truth is absolute."

"The play is a great echo chamber," says Michael Almereyda. "It absorbs and amplifies the voice of everyone who enters into it. Freud, Marx -- doesn't matter who, Shakespeare anticipates and validates every critical approach, theory, world view. But it wouldn't be read and studied and performed so much if it didn't also have an urgent emotional centre. The story and characters are eternal "and eternally new."