"We're not bad people, Mac, just...underachievers who have to make up for lost time." -- Pat McBeth (Maura Tierney) in Scotland, Pa.

I just watched undoubtedly the most purely entertaining adaptation of Shakespeare that I have yet seen. Quirky, funny, and incredibly well-conceived, it takes Shakespearean adaptation to a new level of presentation. Others (Prospero's Books, for example) have many things going for them, but the viewer is always reminded that we are watching "filmed literature." Scotland, Pa. takes the basic storyline and makes it into a fun little film that can be enjoyed with only a basic knowledge of the source material.

A young married couple (James LeGros and Maura Tierney) scheme to take over a small town restaurant by killing the owner. Sound familiar? Scotland, Pa. is a modern adaptation of what superstitious actors call "the Scottish play" by first-time writer/director Billy Morrissette. Joe "Mac" and Pat McBeth work for Norm Duncan (James Rebhorn) in his small town Pennsylvania doughnut-shop-turned-fast-food-restaurant (Duncan's Doughnuts, anyone?). Mac is underappreciated and Pat is ambitious (plus, she can make "a honey of a cone") so they scheme to knock Duncan off and take over the restaurant.

Or, rather, she schemes and talks him into it. LeGros's laidback "slacker" look really adds to his portrayal of the character--all vacant eyes and flycatcher mouth--and is a source of a lot of the film's visual humor. Tierney's sharp features carry over her portrayal of the ambitious wife looking for her man to get up and do something for a change. The two also have terrific chemistry, which make their relationship--central to what Morrissette says "is really a love story"--that much more believable.

Christopher Walken appears about halfway through with a typically (for him) quirky portrayal of vegetarian police lieutenant McDuff, investigating the murder of Duncan and putting his own inimitable stamp on the role (including a view into his dancing history). Standout performances also come from the supporting cast. Kevin Corrigan takes the original character of Banquo in a new direction with his portrait of Anthony "Banko" Banconi, friend and eventual betrayer of Mac and Pat. While Banko often appears to not be entirely catching on to the events around him, Corrigan's eyes let the viewer know differently.

On the surface, Thomas Guiry plays Duncan's son Malcolm as the prototypical 1970's rocker/stoner with a bold rebellious streak, but underneath he exhibits all the signs of a son who truly cares about his father. Unfortunately, his brother Donald does not get the same opportunity; his burgeoning homosexual tendencies are purely played for cheap laughs.

The details that writer/director Billy Morrissette (who was inspired by the scheming that took place at a Dairy Queen where he once worked) places just under our noses make the enjoyment of Scotland, Pa. that much more rewarding via multiple viewings. Pay close attention and you'll notice that everyone except McDuff drives a Camaro, that songs from the Bad Company catalog score most of the dramatic events (including a revelatory "rock block" that is one of the biggest laughs in the film), and that a certain appropriate nomenclature theme--introduced during the opening credits--is carried through the film.

The three witches are replaced by three hippies (Andy Dick, Amy Smart, Speed Levitch) who uncannily predict the events to come--and show up at dramatic moments. Their addition is a great touch and they offer terrific comic relief, especially Dick and Levitch's quasi-marital bickering. Making the character of Duncan sympathetic (he's charmingly oblivious to how his actions affect the people around him) only serves to make his unnecessarily gruesome death--and the McBeths' subsequent celebration attempt--more darkly hysterical. The movie gets a little slow in the last act as necessary plot elements are moved along, but the climactic battle and sight gag more than make up for it.

What I want to do is just describe the whole movie to you, but then you wouldn't watch it, and I wouldn't do it justice, anyway. It shall then summarize by saying that Scotland, Pa. has, after four viewings, quickly taken its place on my list of favorites. Those familiar with the play will appreciate how faithful it is to its source, while bringing the story forward to a more cinematic (and colorful) era with all the fun elements intact.

Special Features on the DVD include Morrissette's commentary which is very enlightening to the development process, pointing out many of the details only apparent to a careful eye (including his own cameo). There is also a five minute interview where he goes into who his target audience is and how wife Tierney helped develop the writing process and eventually became an inspiration for her character (including her propensity for swearing), which she wasn't originally set to play.

This review originally appeared in somewhat different form on The Green Man Review. Copyright 2004. Reprinted with permission.