The more Shakespeare changes, the more it stays the same.

He set his flippantly named "As You Like It" in the Forest of Arden, which happens to be a forest near his native Stratford-on-Avon. Arden was also his mother's maiden name, which provides good grist for those who like their interpretations Freudian as well as geographical.

But the action in the play seems to take place in France, as the names of some characters (Amiens, LeBeau, Jacques, LeBoys) suggest. Perhaps the forest is really that of the Ardennes and is given an English pronunciation.

But here comes Kenneth Branagh, the busiest current interpreter of Shakespeare on film, with a movie of "As You Like It," to debut tonight at 9 on HBO. And he sets it in late-Victorian ... Japan! In justification, he notes that there are actually few place names in Shakespeare's text, "so you could argue that the Forest of Arden is a mythical place, or, if you like, a state of mind."

Well, why not, if that's as you like it?

And Branagh's "Japan" is hardly Japanese. Many costumes are, but the acting company is largely Anglo, with Japanese actors filling in the crowd scenes. Branagh's Forest of Arden is mainly just plain lovely, with a delicate Japaneasy atmosphere created mostly by set decoration and cinematography, with a substantial assist from the original music of Patrick Doyle. In terms of culture, Branagh's "As You Like It" is no more Japanese than is Gilbert & Sullivan's "The Mikado."

So we are back where we started, in a make-believe Arden, but an Arden with a sensitive awareness of nature and its meditative magic. What Branagh's adaptation and direction do best is to focus on the transforming power of nature, curbing some of the play's usual hijinks much as a Zen-like feeling for nature curbs the rough, aggressive passions with which the play begins.

The central story is of cousins Rosalind (Bryce Dallas Howard) and Celia (Romola Garai), daughters of the rightful Duke and his usurping brother. With Rosalind disguised as a boy, they flee the bad Duke's dark and angry court, accompanied by the jester, Touchstone (Alfred Molina), and arrive in the forest, which is described (in a famous line which Branagh tellingly holds back until late in the movie) as a place where exiles disport themselves in a golden age like that of Robin Hood of old.

There they find the good Duke and his men, including the contemplative wit, Jacques (Kevin Kline), along with handsome young Orlando (David Oyelowo), who has fled his murderous brother and is now free to lament the absence of Rosalind, his love. She makes the most of the situation by pretending, in her boyish guise, to be that same Rosalind, the better to take the temperature of his love and her own.

All this is pretty much as Shakespeare wrote it, though Branagh has pruned the text considerably, letting pictures tell much of the tale. He films the sudden usurpation, which is only reported in Shakespeare, using ninja warriors. But his greatest innovation is to give greater depth to the two villains, the bad Duke and Orlando's cruel brother, Oliver (Adrian Lester). We see the psychic pain their villainy causes them, so that their eventual reformations, which often cause laughter in the theater, here seem plausible enough.

The actor who benefits most from this is Brian Blessed, a regular member of Branagh's Shakespearean stock company, who gets to play both dukes, mirroring the sunny sweetness of the one with the bilious torment of the other. Howard is a fresh and charming red-haired Rosalind who makes a vivacious boy, and Garai is scrumptious as her blonde second fiddle Celia. Both can be a bit stagey at times, but the former is an articulate catechizer of love and both are luminous when they discover love themselves.

Some details don't make sense, such as the courtier who speaks for the wrestler, Charles, and at times the sugar content is too high, as in the final dance of joy, much like that in Branagh's "Much Ado About Nothing." But then there's that gorgeous scenery, so beautifully shot by Roger Lanser, with its basketwork bridge and Zen garden of rock and sand.

There are several good "Twelfth Nights" on film and even more "Midsummer Night's Dreams," but we've never before had a good "As You Like It." This one is welcome.