The rest of the cast -- with a single exception -- is almost his equal. Jim Broadbent beautifully underplays the shallow, traitorous Buckingham. Maggie Smith's few scenes are powerful and heartbreaking. Annette Bening more than holds her own -- you get the feeling that this woman is intelligent and persuasive, despite her countless travails. Adrian Dunbar in the small role of Tyrrell is slimily personable. Only Robert Downey Jr. is sadly miscast; he manages to butcher the language every time he opens his mouth (and I'm generally a fan of his work).
Too much has been made of the resetting of the play in an imaginary 1930's fascist England. With good actors and an imaginative director, Shakespeare works equally well in unconventional settings and traditional ones. I WILL say that Julie Taymor must have seen this film before embarking on her own "Titus". The similarities are remarkable, and I'm surprised that no one has commented on them (that film is also recommended, by the way).
The central theme of Richard III is not ambition or ruthlessness but the power of momentum. Richard relies on both physical and rhetorical momentum for his success. Physically, he must always be on the move. Once his movement is stopped he is doomed. Richard makes this abundantly clear in the play and in the film when his transportation is destroyed at the Battle of Bosworth field and he can no longer move. Richard says "a horse a horse,my kingdom for a horse" meaning that without movement he loses the battle and with it his life and his kingdom. This signature death speech is even a bit ironic in the film since it is Richard's jeep that is shot out from him which means that he is speaking metaphorically when he refers to it as a horse. What could be more fitting for a fascist leader?
Momentum is also crucial to Richard's rhetoric. On two occasions in the play, Richard must convince a woman whose husband he has murdered to marry him. Richard accomplishes this the first time by matching each of the widow's arguments with a witty retort until she has none left. But Richard is later unable to do this with the second widow. He begins his confident stream of witty retorts but is flustered by and then outdone by her. Rhetorically he has lost his momentum and with it his power to dominate and control.
Momentum is as crucial to modern despots as it was to the tyrants of Shakespeare's time. Hitler mesmerized a generation of Germans with speeches whose content made little sense but whose momentum carried the day. And like Richard III, Hitler was only successful as long as his army could keep on the move. I wonder if any Panzer driver stuck in the mud and snow of Stalingrad in 1942 found himself muttering "a horse a horse, my kindom for a horse"?
Then, mid-sentence, the image cuts again. Richard enters a bathroom; and as he continues his monologue we see that only now, relieving himself and talking - with narcissistic pleasure - to his own image in the mirror, he truly speaks his mind; contemptuously dismissing a war that's lost its menace and "capers nimbly in a lady's bedchamber," and determining that, since he now has no delight but to mock his own deformed shadow, and "cannot prove a lover," he'll "prove a villain and hate the idle pleasures of these days."
Thus, Richard's first soliloquy, which actually opens the play on a London street, brilliantly demonstrates the signature elements of this movie's (and the preceding stage production's) success: not only its updated 20th century context but its creative use of settings and imagery; boldly cutting and rearranging Shakespeare's words without anytime, however, betraying his intent. Indeed, that pattern is already set with the prologue's murder of King Henry VI and his son, where following a telegraph report that "Richard of Gloucester is at hand - he holds his course toward Tewkesbury" (slightly altered lines from the preceding "King Henry VI"'s last scenes) Richard himself emerges from a tank breaking through the royal headquarters' wall, breathing heavily through a gas mask: As his shots ring out, riddling the prince with bullets, the blood-red letters R-I-C-H-A-R-D-III appear across the screen.
And as creatively it continues: Richard woos Lady Anne (Kristin Scott Thomas), Henry's daughter-in-law, in a morgue instead of a street (near her husband's casket), and later drives her into drug abuse. Henry's Cassandra-like widow Margaret is one of several characters omitted entirely; whereas foreign-born Queen Elizabeth is purposely cast with an American (Annette Benning), whose performance has equally purposeful overtones of Wallis Simpson; and whose playboy-brother Earl Rivers (Robert Downey Jr.) dies "in the act." Clarence is murdered while the rest of the family sits down to a lavish (although discordant) dinner. When upon Richard's ally Lord Buckingham's (Jim Broadbent's) machinations, he is "persuaded" to take the crown, he emerges from a veritable film star's dressing room complete with full-sized mirror and manicurists (sold to the attending crowd outside as "two deep divines" praying with him). Tyrrell (Adrian Dunbar), already one of Clarence's murderers, quickly rises through uniformed ranks as he further bloodies his hands. Richard's and Elizabeth's final spar over her daughter's hand takes place in the train-wagon serving as his field headquarters; and we actually see that same princess wed to his arch-enemy Richmond (Dominic West), King Henry VII-to-be and founder of the Tudor dynasty, with lines taken from Richmond's closing monologue. Perhaps most importantly, we also witness Richard's coronation, which Shakespeare himself - honoring that ceremony's perception as holy - decided not to show; although even here it is presented not as a glorious procedure of state but only in a brief snippet rerun immediately from the distance of a private, black-and-white film shown only for Richard's and his entourage's benefit.
And challenging as this project is, its stellar cast - also including Maggie Smith (a formidable Duchess of York), Jim Carter (Prime Minister Lord Hastings), Roger Hammond (the Archbishop), and Tim McInnerny and Bill Paterson (Richard's underlings Catesby and Ratcliffe) - uniformly prove themselves more than up to the task.
Even if the temporal setting didn't already spell out the allegory on the universality of evil that McKellen and director Richard Loncraine obviously intend, you'd have to be blind to miss the visual references to fascism: the uniforms, the gathering modeled on the infamous Nuremberg Reichsparteitag, the long red banners with a black boar in a white circle (playing up the image of the boar Shakespeare himself uses: similarly, Richard's and Tyrrell's first meeting is set in a pig-sty, and Lord Stanley's [Edward Hardwicke's] prophetic dream follows an incident where Richard, for a split-second, loses his self-control). But the imagery goes even further: Richard's narcissism is reminiscent of Chaplin's "Great Dictator;" and you don't have to watch this movie contemporaneously with the latest "Star Wars" installment to visualize Darth Vader during his gas mask-endowed entry in the first scene.
"[T]hus I clothe my naked villany with odd old ends stol'n out of holy writ; and seem a saint when most I play the devil," Richard comments in the play: if there's one line I regret to see cut it's the one so clearly encompassing the way many a modern despot assumes power, too; by cloaking his true intent in the veneer of formal legality. Even so: this is a highlight among the recent Shakespeare adaptations; under no circumstances to be missed.