For those of you well-versed in Elizabethan literature and culture, Shakespeare In Love will surely not disappoint, as there are countless inside jokes and high brow references at which only an educated elite will chuckle. I know this because a Shakespearean professor sat behind me, audibly pointing out every single clever remark to his companion, who, I can guarantee, was none too pleased or proud. For those of you who just want a glimpse of Gwyneth Paltrow’s nipple, there’s that also. Six different shots, if memory serves. And, finally, for those who want to see a clever situation/romantic comedy, Shakespeare In Love delivers the goods ten-fold.

It’s hard to go wrong with a cast as diverse and strong as this one, but it has been known to happen (remember Grand Canyon?). John Madden directs this fictional and complicated story with flash and zeal. Paltrow is astonishingly good as Viola, the daughter of an influential family masquerading as a boy-actor just to be able to speak the words of a young Will Shakespeare that she so highly reveres. Even her accent is dead-on. Joseph Fiennes and Geoffrey Rush, who just starred together in Elizabeth, take much lighter and more effective roles here. Fiennes stars as the up and coming poet and playwright Will Shakespeare. His performance is inextricably bound with dalliance and humor.

The story tells of a romance that Shakespeare may or may not have had that inspired him to write Romeo And Juliet. The struggling young poet has writer’s block and searches for a muse to unlock his quill, for he is stuck in the middle of Romeo and Ethel, The Pirate’s Daughter. Viola, of course, unlocks his pen, so to speak, and he churns out his play. Madden sneaks in several clever anachronisms, most notably the Freudian scene in which Shakespeare visits a soothsayer and lays on the couch, revealing his innermost thoughts, which happen to be blatantly and comically phallic.

The film, just like any number of Shakespeare’s plays, balances an air of slapstick comedy with moments of hopelessness and despair, although the comedy side overwhelmingly prevails, thanks in part to Judi Dench’s scene-stealing portrayal of Queen Elizabeth. Since there are so many good actors in this film, it’s hard to give them all enough screen time to justify their presence. Such is the case with Rupert Everett’s role as Shakespeare’s rival Christopher Marlowe, but these bit parts all add up for the good of the film.