Part of my hesitation surrounding the film was the fact the director had changed its setting from 16th century England to a fictional England in the 1930s. I've never been a big fan of updating Shakespeare into a contemporary setting, as the language seems to me so period specific, that having people speak in iambic pentameter behind the wheel of an armoured car or boarding an airplane has never worked for me. On the other hand the cast they had assembled for this production was so good that they stood a good chance of pulling it off. For joining McKellen was the cream of both British and American screen actors: Maggie Smith, Jim Broadbent, Annette Bening, Nigel Hawthorn, Kristen Scott Thomas, and Robert Downy Jr. in the lead roles and equally talented, but lesser known actors, filling out the supporting cast.
At an hour and 44 minutes it's obvious they have lopped off a good deal of the script in order to satisfy the demands of a film audience. However, they have kept the basic story intact and made good use of film's ability to tell a story through visuals to help fill in any blanks. Richard, Duke of York (McKellen) is the youngest brother of King Edward, and although hunchbacked and crippled with a withered arm and leg, has successfully led his brother's armies in defeating their enemies in a brutal civil war. While everybody else settles in to enjoy "the idle pleasures" of peace, Richard is only too well aware of his inability to fit into pleasant society. So, as he so plainly puts it in the opening soliloquy, "Since I can not play the lover to entertain these fair well spoken days, I'm determined to prove a villain".
So begins his bloody path to the throne. First of all he has to eliminate his brother, the Duke of Clarence (Nigel Hawthorne), his eldest brother King Edward (John Wood), and his two nephews, the king's sons. Along the way Richard decides he needs a wife, so he marries Anne (Kristen Scott Thomas), the widow of the previous king's son, a man he had killed in battle. With the support of the Duke of Buckingham (Jim Broadbent) and Sir William Catesby (Tim McInnerny) he manipulates events and people to have himself declared king after both his brothers are dead, and then proceeds to eliminate any potential troublemakers and rivals. Unfortunately, the Duke of Richmond (Dominic West), who Richard fears because of a prophesy naming him a future king of England, escapes his nets and flees to France where he raises an army to help him overthrow Richard.