William Shakespeare (Joseph Fiennes) is on a cold streak. Not only is he writing for Philip Henslowe (Geoffrey Rush), owner of "The Rose," a theatre whose doors are about to be closed by sadistic creditors, but he's got a nasty case of writer's block. Shakespeare hasn't written a hit in years. In fact, he hasn't written much of anything recently. Thus, the Bard finds himself in quite a bind when Henslowe, desperate to stave off another round of hot-coals-to-feet application, stakes The Rose's solvency on Shakespeare's new comedy, "Romeo and Ethel, the Pirate's Daughter." The problem is, "Romeo" is safely "locked away" in Shakespeare's head, which is to say that not a word of it is written.

Meanwhile, the lovely Lady Viola (Gwyneth Paltrow) is an ardent theatre-goer -- scandalous for a woman of her breeding -- who especially admires Shakespeare's plays and, not incidentally, Bill himself. Alas, she's about to be sold as property into a loveless marriage by her mercenary father and shipped off to a Virginia tobacco plantation. But not before dressing up as a young man and winning the part of Romeo in the embryonic play. Shakespeare soon discovers the deception and goes along with it, using the blossoming love affair to ignite his muse. As William and Viola's romance grows in intensity and spirals towards its inevitable culmination, so, too, does the farcical comedy about Romeo and pirates transform into the timeless tragedy that is Romeo and Juliet.

The inter-cutting between "real" events and those in the evolving play are handled with a skill and marvelous pacing matched only by the wonderful performances of a superb ensemble cast and breathtaking art design, costuming and photography. Even normally kiss-of-death self-referential nods to Hollywood -- Shakespeare writing a part for the investor, for instance, or Henslowe's casual dismissal, "He's just the writer," when Shakespeare erupts during rehearsal -- are so good-natured and so unobtrusively woven into the fabric of the story, they actually ADD to the film's charm.