A few thoughts before I get to the heart of the film: 1) I have never seen so many bare breasts in a film before, displayed in so many non-sexual scenes -- it was weird; 2) Joseph Fiennes, where have you been? You charmed us in *Elizabeth* and *Shakespeare in Love*, and then you went away for awhile. Mainstream American wants more! Okay, I'm a college English professor, I have read this play many times, and this is probably the best film version I've seen of it. While individual aspects of other productions may have stood out, this is the overall package put together well. Pacino is no Olivier, but he doesn't need to be, so get over it! The film's cinematography is stunning and not just because of the bare breasts. Venice is portrayed amazingly, and you do get a feel for really being there. Portia's residential island is amazingly beautiful, and the lighting is always tinted the proper way for the scenes' appropriate moods.<br /><br />The anti-Semetism in this film/play is hard to watch, especially at the end. Pacino's dropping to the knees and clutching his religious artifact is perhaps the most powerful moment of his on film since *The Godfather Part III* (when Michael's daughter is gunned down on the opera steps). Is the play anti-Semetic? Sure. Is *Othello* racist? Sure. Take it for what it is: a commentary on the Elizabethan era, not a commentary on today.<br /><br />Fiennes is underutilized in the film, but still a pleasure to watch. The women in the film are alright; no one really stood out here, but they do blend in nicely with the scenery. Jeremy Irons and Pacino are excellent in the two juiciest roles, adversaries until the end. I've always felt Irons was underrated (I still get chills when I hear his voice from *The Lion King*), and Pacino is Pacino.