One of the most important plays of the 1960s, Tom Stoppard's *Rosencrantz and Guildenstern are Dead* saw new life with this Stoppard-directed film version. Gary Oldman and Tim Roth cracked the North American market with this one, and Richard Dreyfuss shines in one of his best roles. The supporting cast, including the creepy Czech theatre troupe Dreyfuss leads, are also great. So why only four stars? Well...*R & G* is not the easiest play to fathom, if you don't pick up on the premise right away. Much of the humour either is quite deadpan, quite intellectual, or depends on your knowledge of *Hamlet* (and Shakespeare in general). That in itself doesn't be a hurdle--and the actors deliver the jokes admirably. Stoppard also takes advantage of the film medium to add clever staging (the famous tennis-court scene, for example) and sight gags (such as the running joke that the seemingly-dimwitted Rosencrantz keeps stumbling upon important scientific breakthroughs--only no one notices). But Stoppard obviously felt that he needed to provide more of a context for his offstage characters than he has in the play; consequently, there are long stretches of scenes from *Hamlet* itself that are overheard by R & G, but which are somewhat tedious simply because we aren't supposed to be watching a film of *Hamlet*, and we end up watching two people watching a play. The scene in which Rosencrantz watches an entire scene between Polonius and Claudius, but can only see their feet, seems just poorly mounted and carries on far too long. In the same way, the Chinese-box setup of the play-within-the-play has a clever payoff, but takes what seems like ages to set up (and we keep watching the plot of *Hamlet* unfold, in mime, about three times). The parts of the film that keep closely to the original play are, however, delightful, hilarious, and offer a refreshing comic alternative to lowbrow, gross-out humour seen in so many other film comedies, but a re-edited version of the film would have made this oddball gem even better.