Joseph Fiennes was 23 when he first auditioned for Shakespeare in Love, in 1993. He had to sneak out of drama school (it was against the rules to audition professionally) to read for the project's director at the time, Edward Zwick (Courage Under Fire). If all went well, he'd star opposite Julia Roberts.

He didn't get the part.

But a lot has changed in the past five years. Now Fiennes, Ralph's younger brother, is playing the role opposite Gwyneth Paltrow and under the direction of John Madden (Mrs. Brown). The story follows a young Shakespeare (Fiennes) through his struggle with writer's block as he tries to complete his unfortunately titled romantic opus, Romeo and Ethel, the Pirate's Daughter. Then he falls hard for a beguiling woman (Paltrow), and (presto!) the play is transformed into literature's most famous tale of doomed love.

Like Romeo and Juliet, Shakespeare in Love has endured (the idea was originally conceived in 1988). "The script tracked me down," laughs Fiennes, who confesses he was "incredibly scared about portraying a figure who is sacred ground to so many people. But there's absolutely nothing known about the man. So I just kind of invented a wheeler-dealer."

The tag-team screenwriters' playwright Tom Stoppard (Rosencrantz and Guildenstern Are Dead) and Marc Norman (Cutthroat Island) constructed the story around the neuroses and ruthless competition endemic to a community of entertainers in any era. "Shakespeare's trying to make a buck in show business," says Norman. "Everything we think of as the gestalt of show business hype, P.R., backstabbing, contract disputes the Elizabethans invented it all."

"The parallels between entertainers at that time and moviemakers now are striking," says Madden, referring to elements such as Shakespeare's rivalry with playwright Christopher Marlowe (Rupert Everett).

Madden ought to know. The movie landed in his hands only after a rocky four-year turnaround process, during which Zwick filed suit against Miramax. According to the suit, Miramax acquired the rights to the film from Universal the studio that had originally made a deal with Zwick to direct - then "cut Zwick... completely out of the project," allegedly ignoring his rights as producer and director. With the assistance of power-lawyer Bert Fields, Zwick sought $10 million in damages. The case was settled - Zwick now takes a producer credit - and Miramax offered Madden the director's chair and Paltrow the lead role.

"When it came to me, I was not really considering work," recalls Paltrow, who was persuaded by a friend to take another look at the script. "I reread it and said, I must've been on crack. I'll do it! " Then began the process of finding a Shakespeare. "Harvey [Weinstein, Miramax's cochairman] wanted an American movie star," says Paltrow. "And we were like, Come on, Harvey. You can't have an American guy playing Shakespeare!"

Weinstein finally capitulated, and Madden and Paltrow looked far and wide for their leading man. "I read absolutely everybody," says Madden. "How do you begin to find somebody who can play the man that wrote those plays? Joe has a privacy about him that immediately makes you wonder what's going on in his head."

What finally sold Fiennes on the project were the themes addressed in the script. "It's about survival and money and trying to pay the rent," he says, "and knocking out a quick bit of brilliance."

Humanizing Shakespeare as a writer-for-hire rather than portraying him as a divinely inspired genius might be treading on hallowed ground. But, according to Norman, the aim was to "knock him off his pedestal and kick him around, then restore him to his pedestal and give an idea of why he belongs there."