Actors and extras mill on the vast white marble piazza before the Palazzo della Civilt� del Lavoro, a solemn building of marble arches that looms over EUR, the grandiose exhibition park Mussolini built in the 1930's to fuse Roman Empire and Fascist might. And that was what drew the theater director Julie Taymor to select it as a site for "Titus," her film adaptation of Shakespeare's tragedy "Titus Andronicus."

Whatever its quality is eventually judged to be, this is no ordinary venture. It is Ms. Taymor's first feature film, with a starry cast that includes Anthony Hopkins in the title role, Jessica Lange and Alan Cumming, who took a leave from his Tony-Award-winning role as the master of ceremonies in the Broadway revival of "Cabaret" to take part in this movie project.

But it is still more: this is Ms. Taymor's first major venture since her extraordinary success last year with Disney's "Lion King" -- a show that she transformed with her direction, design and musical choices from a potentially potted theatricalization of a cartoon movie into Broadway's biggest hit, with myriad international and road show companies in the works. In so doing, she went a long way toward legitimizing Disney as a force for serious commercial musicals, and she became one of two women ever to win a Tony Award for directing (Carry Hines won the same night last spring, for the drama "The Beauty Queen of Leenane"); the award presumably sits on her mantel piece next to the notice for her MacArthur "genius" grant.

All of which makes for a large and fascinated mainstream audience awaiting her next move. And there are other audiences equally curious as to what she's up to now: admirers of her downtown and nonprofit theatrical ventures, and of her forays into opera stage direction and design, from Stravinsky's "Oedipus Rex" in Matsumoto, Japan to Wagner's "Flying Dutchman" in Los Angeles to Richard Strauss's "Salome" in St. Petersburg, Russia.

So why, one might wonder, for all the star power of her cast, would she choose to exercise her considerable leverage on an obscure and bloody Shakespeare play with seemingly limited appeal? Is this a visionary move, artistic willfulness or career suicide?  For Ms. Taymor, it just seemed the right next move, the project she most wanted to underlake now.

"It's a real millennium piece," she explained during a break from the filming. She was wearing a baseball jacket inscribed with the name of one of her early experimental plays, "Juan Darien," more recently revived at Lincoln Center, not "The Lion King," which has made her famous. "It's ancient Rome and contemporary Rome," she said. "I didn't want to make a period piece, the 30's or 40's, it's an essence of all of that. Everybody will know it when they see it."

MR. HOPKINS, who plays Titus, a Roman general, strides about dressed in a black double-breasted wool jacket, black boots and red leather cape that make him look like a cross between Admiral Nelson and Joseph Goebbels.

In an early scene, Titus has failed to appease Saturninus -- the eldest and most capricious -- son of the Emperor, played by Mr. Cumming. Wearing a red frock coat that suggests a malevolent Little Prince, he races down the capitol steps to angrily refuse Titus's offer of his daughter Lavinia.

Mr. Hopkins appears baffled by the unreasoned burst of hostility. Ms. Lange, however, looks devilishly pleased. She plays Tamora, Queen of the Goths, captured by Titus and brought as a slave to Rome, where she quickly seduces Saturninus. Dressed in a gold breastplate, shimmering gold chain-mail skirt, with her hair slicked back in gold cornrows and her face painted in gold, Ms. Lange slinks haughtily down the marble steps like a thoroughly bad Bond girl.

Ms. Taymor is hardly the first director to reset Shakespeare in a modern period; English upper-class fascism, for example, was the backdrop to Ian McKellen's stage and film versions of "Richard III." Leonardo DiCaprio and Clare Danes starred in a 1996 film version of "Romeo and Juliet" set in contemporary Florida. There will be an echo of both films in Titus.

As she did in her 1994 stage version of the play, Ms. Taymor eschews an exact period and instead picks some of the most familiar symbols of violence and brutality, mixing ancient Rome, 30's fascism and 90's urban decadence in an effort to make "Titus Andronicus" more palatable to modern audiences, particularly younger ones.

"There is a lot of humor, and it's very contemporary and hip," she said, before adding, "Actually, I hate the word 'hip.' It's 'edgy.'" She went on, "The humor in 'As You Like It' is quaint. This is right-now humor."

"Titus Andronicus" is not usually known for its comedy. One of Shakespeare's earliest and bloodiest plays, it is a gruesome and too often numbing succession of mutilations, floggings, decapitations and murders. Titus's daughter Lavinia, for example, is raped, then her tongue and hands are cut off. To avenge her disgrace, Titus kills Lavinia, then kills her rapists, bakes their flesh in a pie and tricks their mother, Tamora, into eating it.

"Titus Andronicus" was hugely popular when Shakespeare was alive but rather quickly fell out of favor and stayed there. It was only in the 1950's, when Peter Brook staged it in Stratford-on-Avon with Laurence Olivier and Vivien Leigh, that the play won a reappraisal. In the last few years "Titus Andronicus" has once again gone through a revisionist revival, but it is still rarely performed, perhaps because the ceaseless flow of baroque bloodletting tends to overshadow the plot and characters.

Ms. Taymor said she welcomed the over-the-top violence as metaphor for our age, one shaped by the Holocaust, ethnic cleansing in Bosnia, religious wars in the Middle East. In the three weeks of rehearsals she held in Rome before shooting began in early October, she repeatedly urged the actors to find contemporary meaning in the ancient violence.

The director also said that the film would be an antidote to the make-believe blood and guts of most modern movies. "We are so inured to violence, whether it's 'Braveheart' or Spielberg's 'Saving Private Ryan,' we validate war as a vehicle for heroism," she complained. In "Titus," she argued, there is a reason for the violence (mostly revenge). But there is no herosim. "I don't like violence," Ms. Taymor said. "But I love this."

This is Ms. Taymor's first full-length feature film, a daring choice for a first-time movie director, let alone for an experimental theater director and designer best known for her powerful visual image from world folklore and the puppetry and dance of Indonesia, India, Japan and beyond. She said that a first encounter with the play, she jumped at the invitation to make a film version of it (for Overseas Filmgroup, a distribution company and Clear Blue Sky Productions, the billionaire Paul Allen's film production company).

DIRECTING the play as a film, she said, gave her the chance to expand the use of visual images beyond the limitations of the stage. "I got to fully imagine the film," Ms. Taymor explained. "I try to add depth to each scene through the choice of location. There is a moment when Titus is begging for the life of his son. He is at a crossroads, and so I filmed him at a crossroads."

Ms. Taymor does not take locations lightly. For scenes in a Roman amphitheater, she insisted that the entire production travel to Pula, Croatia, because the Roman amphitheater there is better preserved than those in Italy or Tunisia. Even though she is known for creating her own, highly original costumes and set designs, Ms. Taymor recruited the Oscar-nominated production designer Dante Ferretti, known for his work with Federico Fellini and Martin Scorsese, among others, and the Academy Award-winning costume designer Milena Canonero ("Chariots of Fire") to help her create a singular look for the film.

She has added her own sensibility and visual touches to the play-turned-screenplay. Much of the most gory violence, including the rape of Lavinia, takes place off-camera. Taymor invented five dream sequences she calls Penny Arcade Nightmares that will be interjected in the film to recreate the violence in a heightened, surreal way. She described them as "haikus" within the piece.

Her husband and longtime collaborator, the composer Elliot Goldenthal, who created the music for most of her other productions, is also writing the music for "Titus," including music for the Penny Arcade dream sequences that the director delightedly described as having a "twisted carnivalesque feel."

So will the entire movie, it seems. "I think the play has been terribly underrated and unappreciated," Ms. Taymor said. "I find it so beautiful and powerful. For 200 years it was discarded as tasteless and over the top, but I think it is exactly right for our times -- outrageous humor juxtaposed to potent tragedy."

That, along with Taymor's reputation, brought Anthony Hopkins on board.

"'Titus Andronicus' is so outlandish and bizarre," Mr. Hopkins explained cheerfully. He was sealed in his trailer, parked to the side of the outdoor set recalling how he had sworn never to do Shakespeare again after legendary performances onstage in "Antony and Cleopatra," "King Lear" and what he referred to with actor's superstition as "the Scottish play." He added, "But if I was going to do Shakespeare again, I wanted to do something completely different and outlandish. And this was it."

He grinned when asked if the character of Titus was familiar. "You mean a combination of King Lear and Hannibal Lecter, I suppose. No, no, I've never played anyone else like this before."

Titus is a Roman general who returns to Rome a war hero and who, to appease the gods, ritually kills the eldest son of his conquered enemy, the Queen of the Goths. His stubborn rejection of the Queen's pleas for mercy unleashes cycle after cycle of revenge and counter-revenge, ending in a bloody banquet at which almost everyone dies. Mr. Hopkins describes Titus as "rigid and authoritarian." Ms. Taymor described him as a "Schwarzkopf or Colin Powell."

It was while filming "Instinct" with Cuba Gooding Jr. in Florida last spring that Mr. Hopkins met with Ms. Taymor and became intrigued by her ideas for the play. Almost dutifully, Mr. Hopkins paid homage to the production's anti-violence message: "There is the barbarity of human nature. I am aware of it, I feel it myself." He chuckled and quickly added, "What I respond to is her sense of the grotesque."

And it is the Grand Guignol aspect of the play he enjoys most. "It's grotesquely funny; there are moments of ridiculous violence when you just laugh." He was referring, among other things, to a late scene in which Titus prepares to serve Tamora the pie made from her sons' corpses. "The pie is cooling behind a gingham curtain, like something out of Betty Crocker," he said. "It's very funny."

Mr. Hopkins said he enjoyed working with Ms. Taymor and admired her theater-honed perfectionism--up to a point. "We had a couple of arguments -- she is really a choreographer, they try to show you what they want. I won't do it that way." He added gruffly: "My view is, 'Don't act it out for me, let me do it.' I get quite tough and no longer put up with that." Then, more mildly, "I hope I don't get too irascible."

Mr. Hopkins seemed less reverent about the play than its director. "It's easy, very basic verse, not as complex as 'Antony and Cleopatra,'" he said. "It's not a great tragedy. An early work in progress, probably not more than that."

Ms. Taymor, however, says the play contains "all the seeds of other great Shakespeare characters," like Lear, Iago and Lady Macbeth. In "Titus Andronicus," as in "Othello," there is a Moor. In "Titus Andronicus," he is named Aaron (played by Harry J. Lennix), and he has Iago's sly villainy.

"Aaron is the only great black character in Shakespeare," Ms. Taymor said stoutly. "He's much more interesting than Othello." Some critics describe Aaron as a character who, like Iago, has no motive for his treachery. "You have to make up a motivation for Iago," she said, "but Aaron is reacting to racism. There is so much racism in the text." She argued that Tamora's character is richer and deeper than Lady Macbeth's. "She is sexy and funny, and we know why she is so murderous: her son was sacrificed. It's a much better part."

Tweezing the ancient tale for contemporary sensibilities, Ms. Taymor described Lavinia as "empowered" because, as she put it, "she goes through this horrendous experience and learns to accept her condition." Ms. Taymor spoke of Lavinia's "condition," a severed tongue and two severed hands, as if it were diabetes or chronic fatigue syndrome.

In 1993, Ms. Taymor directed a movie version of her staging of the opera "Oedipus Rex" and also directed a short film, "Fool's Fire," an adaptation of an Edgar Allan Poe story. She said she was not prepared for the aggravation of a feature-length production and what she lamented as "the lack of control," over weather, Italian crews and other acts of God. The production in Italy had its full share of setbacks and delays; in one, the extras refused to take off their clothes for a Roman orgy scene. So Ms. Taymor hired a separate cast of extras made up of people who perform in pornographic films.

But the only clear sign she shows on the set of being a first-time director is her habit at every pause of leaping up from her chair before the monitor and racing over to the actors as if she were still in a theater.

"Film directors communicate less; they tend to be fatter from sitting at the monitor all day," joked Mr. Cumming, 33, the Scottish actor who plays Saturninus, Titus's enemy, as a hissing, slithering neurotic. "Theater directors are jumping around a bit more."

It was dark and cold as Ms. Taymor leapt from her director's chair for the ninth time to discuss with Jessica Lange how the actress should look in a shot where she walks up marble stairs in a gold lame dress. Ms. Lange confided that the dress was too long, and Ms. Taymor instructed a costume assistant to cut a five-inch swath from the bottom. Hesitantly, Ms. Lange asked the director whether her face should betray any grieving. Ms. Taymor considered the question, her head bowed in concentration. "No," she replied slowly. "I think you should give it that Supreme Goddess thing."

Ms. Lange said she had had trepidations about doing the play. "I had always shied away from Shakespeare," she said. "It's a cultural thing. I just think English actors have an access to the language American actors don't have." The chance to work with Anthony Hopkins and Julie Taymor ("I saw'The Lion King,'" Ms. Lange explained. "Who hasn't?") overcame her self-doubts. And as it turned out, trouble on the set came not from Shakespeare's verse but from the heavy gold costumes Tamora wears.

"They're the worst costumes I've ever worn in my life," she said with a rueful laugh in her trailer as she tore off what remained of the heavy gold lame gown. She had even harsher words for the gold breastplate. "I look Wagnerian in it. It's the least flattering thing I've ever put on my body."

Ms. Lange, whose last film role was that of an unattractive and insanely doting mother in the 1998 thriller "Hush," said she was pleased to be "given a chance" to play a powerful, glamorous role "that's not a typical mother in a domestic drama." She added with a smile, "Well, actually, it is kind of a mother in a domestic drama"