GRADE: B-

Close to the conclusion of William Shakespeare's Romeo and Juliet, as the kids seated around me murmured among themselves, I found myself wondering how many in the theater did not know how the story was going to end. And then, with a mix of amusement and distaste, I was wondering if even the ending would remain the same.

The film retains Shakespeare's monicker, which demonstrates the film's backhanded fidelity to its source material and gives it license to go completely nutso with its pretensions toward modernization. This is modernized, alright, from the digitally enhanced Mexico City backdrops to the silvery firearms that take the place of the daggers and rapiers of Shakespearean verse. What's not modernized is the dialogue, which is lifted directly from the original text. The resulting hodgepodge is more than a little daffy, with beefy guys running around in Hawaiian shirts pointing guns at each other and saying things like, "Do you bite your thumb at me, sir?" Not surprising that it's occasionally silly -- what may be surprising is that, at least as often, it really works.

Australian director Baz Luhrmann (Strictly Ballroom) can't be accused of playing it safe. In the very opening moments of the film, which is introduced by an anchorwoman on a TV set that's dwarfed within the widescreen frame, his camera goes on a vertiginous high speed tour of Mexico City, spiraling and zooming above the roofs and in the streets. The supercool shorthand of a film trailer is adopted for a sequence introducing this hyperrealistic world with helpful captions superimposed over screen-filling shots of various characters. The whole sequence culminates in a gas station showdown that's enervating in its hysteria -- the original dialogue is worn here as a badge of courage, with noise and camera tricks emphasizing hyperactivity above all else. Hell, we even get the requisite shot of Tybalt (John Leguizamo) flying sideways through the air blasting from two pistols, a rip-off from John Woo by way of Robert Rodriguez.

A little later, we're invited to a party at the Capulet place, where Harold Perrineau plays Mercutio as a drag queen in a white wig. The cinema is so thick and the cuts so quick that for a time it looks as though Oliver Stone has been asked to direct Priscilla, Queen of the Desert. For the first couple of reels, Luhrmann seems to be hoping that a sustained mania can focus attention on the quite considerable production design and divert it from the mouthfuls of Elizabethan prose that his principals don't seem comfortable with. It can't, quite, but the design is as impressive as the conceit, and if you're not thoroughly turned off by either, you may be hoping Luhrmann can actually make this stuff mesh.

Well, it's fortunate that Romeo Montague (Leonardo DiCaprio) has been invited to this party at his rivals' den, because it's there that he happens across the radiant Juliet Capulet (Claire Danes). Love at first sight, and all that. But soft -- a sweet, understated love scene that tumbles from balcony into the blue-lit Capulet swimming pool gives the film a much-needed emotional grounding, even though it remains lighter than air. DiCaprio is an unassuming romantic lead, and Danes a sweetly idealistic receptor for his young passions. You believe that these kids like each other, and you're rooting for them, which is key -- even if you know how things turn out.

The world surrounding our two star-crossed lovers is meant at every turn to illustrate and amplify the passions and pain felt in their everyday lives. And so it is that gigantic signs, one proclaiming 'CAPULET' and the other 'MONTAGUE' tower above the city, flanking an immense statue of the Virgin Mary. So it is that the familiar red-and-white "Enjoy Coca-cola" logo is morphed into a sign reading "Wherefore L'amour?" (Just for giggles, there's a hot-dog stand called Rozencranzky's.) Romeo's beach retreat is the huge proscenium of a ruined stage, towering next to a sea and sky that roil with the turbulence of the storyline. This may all seem like a little much, but I've got to admit that I love it.

The fashionable pop-song soundtrack is very much of the moment, featuring tracks by such current flavors as Garbage and The Cardigans. A little more adventurous is a gospel-choir rendition of Prince's "When Doves Cry" that's inserted into the film at exactly the right moment. Des'ree contributes a pair of original numbers, but when a scene of DiCaprio and Danes entering liplock on-screen is accompanied on the soundtrack by a song titled, get this, "Kissing You," it's a little too literal for my tastes.

Of course, Shakespeare shouldn't really need a soundtrack, and this film uses a sound-and-fury crutch to supplement its drama. That's not to say Romeo and Juliet doesn't have great moments, and my favorite is Mercutio, bleeding to death on the beach: "A plague on both your houses!" At other times, though, all this accessory stimulus tends to lessen the emotion of the story. Luhrmann can't resist stretching the sentiment in the final scene, which allows his lovers one last look at one another this time around, but such maneuvers only go so far.

One obvious shortcoming is that of our romantic leads. DiCaprio and Danes are uncommonly good-looking, probably the best pair of kids who could have been picked to play this role. Their star appeal is undeniable, and they're both earnest enough that they're easy to watch. But just about everyone else in the cast is better at playing Shakespeare than these two. To see Pete Postlethwaite bring such life to the part of Father Laurence or to hear Miriam Margolyes make the Nurse's Elizabethan dialogue sound for all the world like plain English is to understand the rich wallop that Romeo and Juliet could have packed in the hands of an abler cast, given a little more room to breathe.