Branagh can't escape nostalgia because he's using the blithe perfection of '30s romantic comedy to stand in for the Europe that ended with World War II. Setting the play in 1939, a few months before the start of the war, gives the proceedings the melancholy of sadness held at bay. We are watching a vanished genre standing in for a vanished world. It's a terrific idea, and Branagh manages a happy-go-lucky tone without (for the most part) stumbling into coyness. The cast includes Alessandro Nivola as the King and Alicia Silverstone as the Princess; Branagh as Berowne, the most skeptical of the king's fellow scholars, and the lovely dark-eyed Natascha McElhone as Rosaline, the woman he falls for. Adrian Lester and Emily Mortimer, and Matthew Lillard and Carmen Ejogo are other sets of lovers. They do their own singing and dancing, but unlike Woody Allen in "Everyone Says I Love You," Branagh isn't trying to charm us with the fact that these aren't trained singers and dancers. The dancing is confined to modest twirls and kicks. The cinematographer, Alex Thomson, serves the actors, not just by allowing us a full view of their bodies during the dance scenes (a simple rule of dance sequences that a surprising number of filmmakers violate) but by gliding the camera in a way that fools us into thinking we're seeing more movement than we are. (He doesn't have to when the very winning Adrian Lester, who can really dance, is on screen.) The singing isn't memorable, but the great songs aren't massacred -- although Branagh has a light, pleasing voice and perhaps more skill as a singer than he lets on. ("Dead Again" opens with him singing Billy Strayhorn's "Lush Life," the most difficult standard of all.)

Branagh has taken remarkable pains to get the details of dress and deportment just right. Anna Buruma's costumes includes touches like the men wearing neckties as belts in one scene (something Astaire often did in real life) and elaborate beading on the women's dresses (often color-coordinated with the ties and pocket handkerchiefs of the man they are paired with). Tina Harvey strikes a delicate balance in her production design. The King's riverside enclave is a sumptuous retreat, but the autumn colors suggest the gathering storm. The actors carry themselves with an open cheerfulness that's well suited to the era, particularly Matthew Lillard, whose boyish face is right out of the '30s.

The supporting clowns are more distinct but, as often in Shakespeare, not as funny as they're meant to be. As Don Armado, Timothy Spall's physical work is fine, but he overdoes the comic simpering of his line readings. Nathan Lane gives Costard the look and spirit of a baggy pants vaudevillian. Best of all is Geraldine McEwan's schoolmaster Holofernia. Outfitted in mortar board, glasses that sit on her nose and a spinster's sensible tweed suit, McEwan turns her birdlike frame into a lovable caricature. (She looks like the drawing of the professor who used to adorn Yahtzee boxes.) Perhaps the movie's best moment is when, accompanied by Richard Briers, she sings "The Way You Look Tonight."

But as characters, none of them are particularly memorable, and that's something you couldn't say about even the bland actors (like Robert Sean Leonard and Kate Beckinsale) whom Branagh has cast before. You retain McElhone's eyes, Lillard's face, Carmen Ejogo's smile, Lester's dancing, but not much else. Alessandro Nivola's King is like one of the bland romantic leads who cluttered up the Marx Brothers' movies, and Silverstone, with her squeaky voice and baby cheeks, is simply out of place and out of her depth.

Part of the problem lies in Branagh's reduction of the play. He's cut it to resemble the frivolous plots of '30s musicals, plots that were nothing more than contrivances on which to hang song and dance numbers. (Quick! What's the plot of "Top Hat"?) The trouble is you can't do that with even a Shakespeare play as slight as this one. The movie seems to have no connective tissue, and we lose the delight of the verse. And Branagh is too anxious to recreate as much of '30s cinema as he can. So the movie strays from romantic comedy to ape Busby Berkeley. Then it strays from the decade, aping Esther Williams' musicals and even "Casablanca."

Branagh's performance, however, does work. He has mastered the trickiness of making Shakespeare's lines both comprehensible as speech and making them sing as verse. He is especially gifted delivering lines of love. Berowne's final scenes with McElhone (who responds to her co-star with some fine readings of her own) are the one place in the movie we can appreciate the verse. He has changed from the doughy likability he had in "Henry V" into a real romantic (and, in "Hamlet," heroic) presence.

Though you can see everything that's wrong with "Love's Labour's Lost," I think it would take a particularly mingy spirit to feel ill towards it. The love Branagh displays for the genre he's imitating is anything but paltry. The whole conception of the movie is a chance worth taking, even if it doesn't pay off. "Love's Labour's Lost" is perhaps best looked on as the latest chapter in a grand undertaking that I'm certain has many more glories ahead of it. (Branagh has announced he will next star in and adapt, but not direct, "Macbeth.") The thought of the Shakespeare plays he has not yet filmed, and what he might bring to "Twelfth Night" or "A Midsummer Night's Dream" or maybe eventually "King Lear," is one of the most exciting prospects contemporary movies have to offer. Branagh makes me feel lucky that I'm around to experience it.

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