Cast:  Derek Jacobi (Chorus); Kenneth Branagh (Henry V), Simon Sheperd (Gloucester), James Larkin (Bedford), Brian Blessed (Exeter), James Simmons (York), Charles Kay (Canterbury), Alec McCowen (Ely),  Fabian Cartwright (Cambridge), Stephen Simms (Scroop), Jay Villiers (Grey), Edward Jewesbury ( Erpingham), Ian Holm  (Fluellen)  Daniel Webb (Gower), Jimmy Yuill (Jamy), John Sessions (Macmorris). Shaun Prendergast (Bates), Patrick Doyle (Court), Michael Williams (Williams), Richard Briers ( Bardolph),  Geoffrey Hutchings ( Nym), Robert Stephens (Pistol), Robbie Coltrane (Falstaff), Christian Bale (Boy), Judi Dench (Mistress Quickly), Paul Scofield (French King), Michael Maloney ( Dauphin), Harold Innocent (Burgundy), Richard Clifford (Orleans), Colin Hurley (Grandpre), Richard Easton (Constable),  Christopher  Ravenscroft (Mountjoy), Emma Thompson (Katherine), Geraldine McEwan (Alice). David Lloyd Meredith (Governor of Harfleur), David Parfitt  (Messenger), Nicholas Ferguson (Warwick), Tom Whitehouse (Talbot), Nigel Greaves (Berri), Julian Gartside (Bretagne), et al.

Produced by Stephen Evans  (executive), David Parfitt  (associate),  Bruce Sharman. A Samuel Goldwyn release. 138 minutes. PG-13.

 The first film directed by Laurence Olivier, at age 36,  was HENRY V (1944). It was and still is a triumph, a yardstick of cinematic excellence. The first film directed by Kenneth Branagh, at age 28, has five hard Shakesperean acts to follow.

In both movies the directors  played the title role. Both films are of the same length. Comparisons are unfair because Branagh did not set out to remake Olivier but to present us with something entirely different. Comparisons, nonetheless, are inevitable.

Olivier's HENRY, made (incredibly) in wartime, was a paean to English fortitude, a  proud, rousing booster of the spirits of the embattled British. It was also a poetic, stylized work with  many sunny images right out of The Book of Hours of the Duke of Berry.

Branagh's version has a somewhat revisionist and naturalistic approach , a much darker view --psychologically and visually. It is the product of a modern anti-war sensibility, though not entirely so, since the negative view of fighting is at the same time a celebration.

Olivier looked and sounded  patrician, and moved with supple grace. Branagh has a proletarian's stockiness and a glamorless potato face. There are moments when you may think you are watching a British pop musician who is also a great actor.

Branagh and most of his companions  --a Who's Who of British talent--deliver splendidly intense performances. So intense that Shakespeare's scene-closing couplets become here thunderous conclusions, as opposed to Olivier's gentler introductions.

The difficulty for Branagh must have been that he wanted both to impose his vision and avoid any duplication of Olivier, even if he found in Olivier elements that coincided with his own.

Both men made cuts in the text. Chorus, in Olivier's prologue, stuck to Shakespeare, with imaginative staging. Branagh's trick is to set his Chorus (Derek Jacobi) in an empty sound-stage. He fiddles with the lines and Jacobi's commentator throughout the play has tones of Brechtian distanciation. But then, to give cinematic specificity to his work, Branagh goes all out for close-ups of faces, unrelenting, pervasive, sometimes suffocating shots where the large screen is filled with visages, often from hairline to chin cleft.  The huge heads interfere with the language and oddly reduce the distanciation effect.

Branagh's intention was to show a young monarch burdened with the guilt of his crown-seizing father, establishing closer relations with his people and maturing to grand leadership. This aim is reached and Henry's progress is clear.

But audiences unfamiliar with Shakespeare will not quite grasp the significance of Henry's lineage or  Prince Hal's abandonment of Falstaff, shown  in a flashback from HENRY IV. Paradoxically though, this is the point where the film hits its first private, emotional peak.

Olivier, in the trying times of World War II England, eliminated most references to the islanders as vengeful patriots. Branagh retains many, and , in the modern, respect-your-enemy way, transforms Olivier's foppy French into worthy adversaries, especially the Dauphin who underestimates England ("She is so idly kinged" ) and  Paul Scofield's mesmerizing, thoughtful, sad King Charles. Scofield transforms prose into poetry, as does the Hostess (Judi Dench) in her gut-wrenching account of Falstaff's death, as does much of the cast.

The major  exception is in the "funny" or romantic scenes of French princess Katharine learning  English and, at play's end, being courted by a "Kiss Me Kate " Henry. Emma Thompson (Branagh's wife at the time) speaks atrocious French .

Henry's nocturnal peregrinations in his camp, and the famous speeches like the St. Crispin exhortation are state- of- the- art. But the battle of Agincourt  is muddled, small-scale (for budgetary reasons), does not explain the role of the English spikes and long bows with which  the immensely outnumbered English  defeated the French horsemen who wore cumbersome suits of armor.

The battle though a fairly somber sight, does not go far enough in its blood and guts. This and the slow-motion photography cry out for a Sam Peckinpah.

Even so, the Bard's sublime language is beautifully served throughout, the players are humanized as much as possible, the first-time direction is impressive.Notwithstanding some objections, this HENRY V is a top-notch film.