Starring Al Pacino, Jeremy Irons, and Lynn Collins. Rated PG.

The Merchant of Venice is not exactly William Shakespeare's most problem-free play. To the best of my (meaning the IMDb's) recollection, the work has never received a big-screen adaptation in English.

To start with, the play's tonal shifts are abrupt even for Shakespeare; that whole thing of keeping the upper-crust engaged while pitching it at the cheap seats has its price, as can be seen in your average episode of The West Wing. Then there's the fact that the main character isn't even the main character; I mean, the titular merchant is actually Antonio, whose pound of flesh is wagered to Shylock, the Jewish moneylender with whom the play is most closely associated.

Which brings us to the tale's most obvious hurdle: the ingrained anti-Semitism, the removal of which would make the work crumble. Director Michael Radford, the Indian-born Anglo-Austrian behind the Italian hit Il Postino, has taken an unusual approach to these problems by embracing them and placing them in a context that illuminates the history they represent while letting the characters breathe on their own.

It helps that he has assembled a marvellous, mostly British cast, with Shylock's outsider status reinforced by his being played by Al Pacino, who more than delivers while playing outside his usual range of age and ethnicity.

Radford's script has radically pared down the Bard's dialogue (the play typically clocks in at about three hours; the movie is a fast-moving 138 minutes), leaving room for handsomely pictorial interpretation. That allows sequences to explain the institutionalized prejudices represented by the Venetian "geto", where Jews were concentrated in a cold presage of crueller encampments to come.

Both church and state sponsored the vilification of these "pagans" and "Hebrew non-believers", with Antonio, here played superbly by Jeremy Irons, first seen distancing himself from Shylock by spitting upon him in a public place while the moneylender and other Jews are being hassled by officials. The Venetian merchant, furthermore, feels no shame in going back to the usurer to borrow some ducats when his own funds are tied up in foreign adventures.

He does so to procure regal goodies for his young protégé, Bassanio (Joseph Fiennes, finally breaking free of his usual ponderousness). The relationship is tinged with a more romantic tone than is usually proffered, but even Antonio is forced to admit that if the younger man can pull it off, Portia (Lynn Collins)--a princess who's been left a fortune in her walled island fun spot--would be a pretty good catch. Now Bassanio just has to sell himself as a prince and pick the right treasure box out of three to claim his Cracker Jack prize.

The youngsters' antics offer light relief from the main drama, just as Portia's storybook settings, shot in Luxembourg, are contrasted with the dank beauty of real Venetian exteriors. Unfortunately, Antonio's wealth goes south, causing Shylock to call on the Venetian court to make literal that famous fleshy payment his contract demands. Now there's a moral dilemma presented by a powerless minority seeking to use the system to exact revenge--when everything in that system is designed to crush him. Shakespeare's 16th-century response is ambiguous; he (and Pacino) makes us feel Shylock's pain, but we're supposed to cheer when the moneylender is defeated. In Radford's hands, that ambivalence becomes the subject of the tale, and--substitute Muslim for Jew--his arguments remain more alarmingly up-to-date.