In preparing his film version of William Shakespeare's A Midsummer Night's Dream, director Michael Hoffman says he had two options regarding the work's centerpiece setting, the Magic Forest. "You have a choice between two sorts of artificiality," he elaborates. "You can shoot in a real forest at night, and be locked in a world of unending blue moonlight and problems of specificity and control. Or you can do it on a soundstage, and control and vary the light. One of the themes of the movie for me is transformation. And our ability to transform our world was dependent on being able to control it. You're creating a world that's all about artifice--I mean, I don't even know what the untheatrical option in creating a fairy world is. So I chose to embrace that."

There were other considerations. According to director of photography Oliver Stapleton, who also shot Restoration and One Fine Day for the director, "The practicality of shooting for five weeks outside at night wasn't really there. First of all, the hours were not long enough. Secondly, the weather continuity would have been a real problem, and we would have all frozen to pieces as well. But more importantly, we felt a real woodland wouldn't have the kind of sparkle we could achieve with a fake one."

Hence, the elaborate and suitably sparkling Magic Forest fabricated by production designer Luciana Arrighi (who was on location in Malaysia and unavailable for an interview) and her art department on Stage Five--the Fellini stage--at Cinecitta in Rome. Stage Five, at 105m by 50m, provides plenty of space for the woodland setting, along with nooks and crannies necessary to represent both the world of Titania (Michelle Pfeiffer), Queen of the Fairies, and of Oberon (Rupert Everett), King of same. Also starring in the film, which Fox Searchlight Pictures released May 7, are Calista Flockhart, Christian Bale, Anna Friel, and Dominic West as twin pairs of young lovers; Kevin Kline as Bottom the Weaver; David Strathairn and Sophie Marceau as Theseus and Hippolyta; and Stanley Tucci as the mischievous Puck.

The movie is set in neither the mythic Greek landscape of the play nor in the barely disguised Elizabethan realm of many stage productions. Instead, Hoffman laid his adaptation in turn-of-the-century Tuscany. "I made the decision to set it in Italy, partly because it would force me away from a Celtic notion of the forest, with leprechauns crouching under toadstools," says the filmmaker. "So I had to ask myself, what sort of creatures would inhabit a forest in Tuscany? There's not really an equivalent in terms of a fairy world, but you do have the world of Ovid, of nymphs and satyrs and naiads and dryads and centaurs: creatures from classical mythology. That led me in the direction of symbolist painting at the turn of the century, to Gustave Moreau, primarily. The design for me was defined a lot by those paintings and the artificial world they present. Also, going back to Italy, we had an Etruscan element in the design; we modeled the props in the fairy world on Etruscan tools and artifacts."

Location filming was done in the square and theatre at Montepulciano, at the Palazzo Farnesi in Caparolla, and at the Villa d'Este. The production then moved into Cinecitta, where the Magic Forest beckoned the lovers on their antique bicycles. Though real trees, plants, and flowers were imported to the stage, Arrighi and Stapleton soon realized their shortcomings. "A real tree with real leaves at night was very dull to look at; it absorbed a lot of light," says the DP. "So after a series of tests, we moved more and more into using bits of cut glass and tinsel and paint, and reflective surfaces to sparkle up the wood." Adds Hoffman, "We hung sequins on strings everywhere to catch the light. And we put in strange things, like a tree that wasn't an orange tree hung with oranges."

Achieving the proper quality of light in the setting was difficult. "I really wanted night in the forest to be warm, and there's absolutely no way to motivate that naturalistically," says Hoffman. "In the end," says Stapleton, "we opted for a kind of permanent sunset. The horizon, which was actually the cyc of course, was never really black--it was more shades of gray, and then a warmer band of light. We did go with a cooler back light, to still give the idea of night and moonlight. But in the foreground, we took our cue from the idea that if you've got fairies in the wood, you can assume they don't need candles."

Though the setting is not realistic, many techniques were required to at least give it a plausible life. The warm light, for example, tended to mute the greenery, so the art department had to "amp up the green in the dressing." Stapleton, concerned that the soundstage forest would be too still, rigged lines to the trees and had people assigned to move them in a manner that suggested wind. Also, he says, "The fairies are always in dappled light. I had a whole series of branches, in all shapes and sizes, and I'd be forever holding or waving them in front of the light." For back light, the DP employed Vittorio Storaro's patented Jumbo lights, comprising groups of 1k spots. "It's a very large light but each beam is separate and spotty, so it goes very strongly through dense leaves and trees," he says. "The fact that they throw multiple shadows doesn't matter in that situation, because they get lost in the forest floor."

Titania's section of the forest, loosely inspired by Pre-Raphaelite paintings, contains a classical temple for the fairies and a nest that raises and lowers for the Queen. "It's soft and gentle and green, and the light is warm," says Hoffman. Oberon's realm, on the other hand, is "starker, cooler, less accommodating." Here, Etruscan-style temples and tombs are overgrown with roots and greenery.

Apart from a few firefly-style fairies that zip through the movie, most of the film's fantasy creatures are human size, and take on human form. Magical manifestations, including Bottom's metamorphosis into an ass, were often left in the hands of costume designer Gabriella Pescucci and makeup designer Paul Engelen. In addition, "I didn't want Titania's fairies to all be pretty and ethereal," says Hoffman. "I thought her world should be peopled by feminine archetypes, which means everything from Tinkerbell to Medusa, and from a child to a grandmother. You have beauty and ugliness, age and youth, weight and airiness."

Partly because there was little room for CGI in the $13 million budget, the director says he tried to avoid loading the movie with effects, and to keep the ones there are in mechanical form. "To me, effects don't create magic exactly; they create something like a trip to the World's Fair, where you're confronted by the wonders of technology. Magic seems to me something different, something you don't want to see anybody's hand in."