A MIDWINTER'S TALE (UK, 1996) ***

Whether Branagh is Number One or Number Twelve (out of hundreds probably) is a moot point. The fact is that thanks to his films, he is currently, at least in the English-speaking world, the most famous Shakespearean. Knowing as he does what he speaks of and what the theatrical profession is, he's a natural to have written and directed "A Midwinter's Tale."

Long unemployed actor Joe Harper (Maloney) is a man so desperate for work that he invests what money he has left , plus a sum from his nice agent Margaretta (Joan Collins) to float a "Hamlet" with a cast of unknowns who will work on a share basis.

"Midwinter" opens to the great, distinctive tones of the great, late and lamented Noel Coward singing his great, funny, affectionately cynical song "Why Must the Show Go On?" This is also the title of Act I.

Soon Joe is auditioning a succession of down-and-out performers. They are, collectively and individually, such a magnificent, such an incredible set of eccentrics, bizarros, hams, weirdos and hilarious types that they make that 10-minute sequence a four star piece.

Past this magnificent start, some of the movie becomes anti-climactic, though still eminently worth watching. There are 24 speaking parts in "Hamlet." Joe can only afford a cast of six to do all the roles. He will be Hamlet, myopic Nina will be Ophelia, gay Terry wants to do a queen (Gertrude, of course). Two are non-actors: Fadge (an odd nickname for an odd woman) in charge of designing the production and the costumes: and Joe's sister, nursery teacher Molly, the manager, caterer and ticket seller. The situation is fraught with madness.

AC II. "There's No Business Like Show Business." It's Chritmastime. Molly works in a village called Hope. (No, not the Hope, Arkansas of Bill Clinton or the famous loudspeaker-maker Paul Klipsch. This is England). The troupe hies over there to occupy the play's venue, a large, drafty church, where they will somehow live and work for three weeks.

The rest is far from silence. To the tune of Coward's song, the players prepare, rehearse, argue, improvise, stumble and bumble, do group exercises. They want to make "Hamlet" relevant to modern times and do odd things, especially as each person has his own notions about what should be done and how. They bicker and squabble (though never seriously, since they're no stars or divas), fraternize and pull apart. They are by and large self-centered, insecure and often inept. But they try. A nimble camera follows them.

What Branagh does is to combine a comic send-up of his profession with a great deal of affection for it and its members. He exaggerates the idiosyncrasies of his people, both keeping to what they are like, yet adding at times a near--grotesque spin, more so than do two other films I saw recently, about actors who never stop acting in "real" life (but then what is reality to illusion makers?) : Francois Truffaut's "Day for Night" and Henry Jaglom's "Last Summer in the Hamptons."

The movie proceeds interestingly, colorfully but unevenly, with peaks and troughs. Its nine people talk non-stop with machine-gun speed. That's an obvious flaw. We cannot keep up with them, there are no little pauses for savoring a particularly good line, trivialities cannot be distinguished from serious points. The speed and aural muddle can irritate somewhat. The film ought to have modeled its speech after the marvelous clarity of Noel Coward's diction, especially as the sounds are not helped by the echoey stone of the church.

ACT III. "Another Opening! Another Show!" Matters pick up. Camaraderie mounts. Euphoria sets in as opening (and closing) night draws near. But now comes a crisis caused by sudden good luck (which I will not disclose) of a character. The play is about to be canceled, but a last-minute shift allows it to go on. And it's a dandy performance of "Hamlet," emergencies notwithstanding. The small audience loves it, the thespians love it and each other, there's even a warm, Hollywood-type reunion between a father and a neglected son.

Branagh said: "It's a romantic and comedic look at the theatre and actors, with a plot that owes much to the kind of romance and silliness of the old Mickey Rooney and Judy Garland movies." Perhaps, but with a huge difference. When Mickey and Judy said "Let's have a show," which was inevitably almost canceled at the eleventh hour but saved at the twelfth, the stakes were youthful fun and games. In Branagh's movie, the stakes are much higher for the adults and the oldsters. It's a matter of precarious survival, self-esteem and justifying one's life.