ARTS : My kingdom for a cigarette

What are Ian McKellen and Annette Bening doing at midnight in the Brighton Pavilion? And why is the council so worried? Peter Guttridge reports on a late-night, smoke-free 'Richard III'; CINEMA

"KENNETH Branagh is obviously an expert in Shakespeare - I think that's what has held him back." Richard Loncraine, director of the film version of Richard Eyre's acclaimed National Theatre production of Richard III laughs guiltily. "That's bitchy. Branagh's a very clever man and all strength to him. I'm just not a great fan of his Shakespeare. I think there's new ground to be found. Whether I'll be able to find it remains to be seen ..."

Loncraine, a charmingly indiscreet man whose openness is giving the production's PR woman palpitations, is standing in the folie de grandeur exoticism of Brigh-ton's Royal Pavilion. In shorts, plimsolls and Hawai-ian shirt, he could have just come from the beach a few hundred yards away. Except that it's nearly midnight, on the second of three all-night sessions at the Pavilion.

Over by the banqueting table beneath the grand chandelier suspended from a dragon's maw, most of the stellar cast - including Holly-wood stars Annette Bening and Robert Dow-ney Jr and English actors Ian McKellen, Kris-tin Scott Thomas, Jim Broadbent and Edward Hardwicke - cluster. Maggie Smith was here last night. Bill Paterson and Adrian Dunbar have agreed to do "minute" parts later in the production. All are working for minimum rates.

The film is set in the Thirties, a time of civil unrest. McKellen, who not only plays Richard but is also executive producer and co-scriptwriter, isn't in this scene so he's in civvies - blue silk shirt over jeans - though he still sports his character's Oswald Mosley moustache. The other actors, in elegant Thirties evening clothes, are waiting to "walk through" the scene.

Downey Jr, in a white tuxedo, quietly practises the skills he learnt making Chaplin, sliding across the floor and performing an impromptu tap dance. Bening - tall, pale and very slender, in a long, backless dress and a tight skull-cap for her wig - calls to a woman at the end of the table in evening dress and large curlers. Broadbent, in starched shell and tails, looking remarkably like an older, chubbier Liam Neeson, chats with Hardwicke, whose success as Doctor Watson on TV complements years of superb stage-work.

Loncraine looks across at them and at the camera, mounted on a dolly on 15ft of track at one end of the room. "Shakespeare certainly didn't help a film-maker when he put 11 major characters in a scene," he sighs. "On a two- or three-hander you can say I need to be in over the shoulder there. But when you've got 11 people - well, I've just given up. It has to be done the old-fashioned way: you bring the actors on set and you say, 'Right, play it and see what happens.' "

So they do - choreographing the way Bening, as the Queen, can approach the group of men, greet each one in turn and be escorted to the long table bedecked with fine crockery and food. Among the people watching from the sidelines are anxious custodians from Brighton Council, which runs the Pavilion.

Although Sixties movies such as Oh What a Lovely War and On a Clear Day You Can See Forever included scenes filmed here, Loncraine had his work cut out getting permission to shoot Richard III. The Prince Regent's gorgeous pleasure palace, with its pantomime Indo-Chinese look - one part chinoiserie to three parts Walt Disney - described in 1819 as "a mouldering monument of tasteless extravagance and wasteful folly", was used as a hospital for Indian soldiers during the First World War (presumably on the grounds that it would make them feel at home). But in recent years the council has spent millions returning it to its former glory and it is now an important tourist attraction.

Richard III is shooting at night so that the Pavilion can remain open for business as usual from nine each morning. And the custodians are on hand each night to remind the film crew not to lean against the walls (hand-painted wallpaper) or the furniture. And since the Music Room was badly damaged by fire some years ago, smoking is a definite no-no. The cast and crew - over 80 of them here tonight swarming in a remarkably orderly fashion around the Pavilion with cables and lights and props and screens - have to nip outside for a fag.

Loncraine has accepted all the - understandable - restrictions with good grace because he was determined to film here. "I was so keen because it was exactly the kind of madness I wanted," he says. As line producer David Lasalles points out: "This whole place is a stage set. I don't know what audiences who don't know the Pavilion will make of it - they'll think the art department is on some very bad drugs."

Loncraine is going for a heightened look in the film. The old guard will be represented by such follies as the Pavilion, Walpole's gothic house Strawberry Hill and the St Pancras Hotel. Richard in power will be represented by the marble and bronze architecture of Senate House and County Hall. Loncraine explains: "The film goes through a progression of very rich colours, washed down and dark, then grey and monochromatic." The production breaks for dinner at midnight. Cast and crew queue in the warm night air at the catering van parked down a nearby side street. Loncraine's enthusiasm for the film is palpable. Even though, as he cheerfully admits, he wasn't the first choice of director. "Alex Cox was attached for some time; I think Nic Roeg flirted with it."

An ad director whose eclectic film career has included Brimstone & Treacle and Michael Palin's The Missionary, Loncraine admits to knowing nothing about Shakespeare. "But neither do most of the audience. If I'm anything I'm a storyteller. That's what I do for a living. I've got a very dramatic beginning [which he describes but it would be a shame to reveal] designed to disarm the doubting people - of whom I would be one - going, 'Oh yeah, bloody Shakespeare, what time's it finish?' "

Indeed, as co-producer Stephen Bayly points out: "In America they're selling it as an action film. That came as a surprise to us." The film opens first in America before the end of the year to qualify for next year's Oscars. The bulk of the pounds 10-15m budget for this very British film comes from UA, the American film company.

McKellen tersely notes: "Nobody in England responded. 'Oh Richard III. Oh Ian McKellen. Oh National Theatre - Oh yawn.' The BBC had no interest in this project. Channel 4 had no interest. Who was interested? Rupert Murd-och. BSkyB. They have put money into this film. Maybe Rupert Murdoch knows more about commerce than the BBC." (British Screen are also providing funds.)

McKellen is in his cramped "star" dressing-room - a small caravan parked in the Pavilion grounds - sipping coffee through a straw. In costume (a smart suit with only a token hump behind his left shoulder) but without apparently changing his facial expression, he looks suddenly much older and quite malevolent. "What I'm discovering looking in the mirror or in playback is that there is something about my appearance which has a life of its own," he agrees. "I don't see myself. I see Richard III."

He identifies with the character at a certain level. "You can't really play a part unless you do. You probably want to know how I'm like Richard. Well, I've had a need to succeed. I do know what it's like to be ambitious and I used to use that knowledge when I played Macbeth. The two plays are very similar."

McKellen is pleased that the project has finally come to fruition with "amazingly" no compromises. His collaboration with Lon-craine works well. "I arrive with Shakespeare. Richard understands every aspect of filming. I stick up for Shakespeare and he sticks up for cinema and we've found there's no conflict." It was Loncraine who insisted on having Holly-wood star Bening play the Queen. "I think Annette is nervous about filming Shakes-peare," Loncraine says. "Rightly so. I'm very nervous. I got through more underwear in the first week than most people do in a lifetime."

Bening put her burgeoning film career on hold several years ago to start a family with her husband, Warren Beatty. If you discount the enormous flop she and Beatty had last year with Love Affair, Richard III will mark her return to the big screen. She isn't doing any press tonight but everybody else is happy to do it for her. "Annette is delightful," Loncraine says. "I'm so pleased I got her. She's very conscientious, intelligent and caring for other people's emotions."

Kristin Scott Thomas is also impressed by her. At two in the morning the Four Weddings and a Funeral star, said to have been a little temperamental the previous night, is warm and friendly. Sprawled on a chair in the Pavilion entrance, she says: "Annette is the most unstarry Hollywood star I've ever met. Very unassuming. But the production is full of surprises. I thought it would be God - Ian - and the rest, but he and the actors are all together in this."

Scott Thomas jumped at the chance of playing Lady Ann. "They asked me to take a great part, and I didn't even have to audition. It's good to work with actors of such calibre, except it makes me feel a frivolous film actress." She laughs. "The initial read-through was hell - one of my worst experiences. Everybody pretends to be supportive but they're thinking, 'God, I hope she's not going to do that on the day'."

Back in the banqueting room, Loncraine is ready for a take. Everyone becomes conscious of how the floorboards creak. There is another take. And another. By 4am actors are sleeping on the floor, curled up under sofas. Loncraine is concerned about the time. By the middle of the following night he will be even more concerned as he rushes to get all his set-ups in.

A harsh chorus of seagulls signals dawn and the halt of filming. "I've had some pretty dreadful experiences in films, so it's good to be doing things with really nice people," Loncraine says. "Nine months ago I had no desire to make a Shakespeare film. Now I'm so excited I can hardly think."

8 'Richard III' opens in Britain next year.