In the mid-1990s, within a few months of each other, three film adaptations of Richard III reached the screen. Al Pacino’s Looking for Richard (1996) followed an actor known primarily for film work as he explored Shakespeare’s play, largely within the conventions of the stage. The other two films featured stage actors, who had successfully played Richard III in the theatre, adapting their performances to the medium of cinema. In Richard Loncraine’s 1995 Richard III, Ian McKellen played Richard as a fascist dictator against a backdrop of 1930s Britain. In The Life and Death of Richard III (dir. James Keane), made in 1912 but rediscovered in 1996, Frederick Warde’s histrionic stage performance was captured in a large-scale and confident film that is the first surviving American feature. All of these films raise important questions about Shakespeare, theatre, and cinema. How does visual imagery supplement, undermine or replace Shakespearean text? What is the relation between the conventions of theatrical acting and the technical possibilities of cinema? How do Shakespeare films function in the arenas of high and popular culture? This essay concentrates on the McKellen/ Loncraine film, and its successful exploitation of the conventions of popular cinema. I conclude with a brief afterword about the Warde film, which provides a telling early instance of the way cinema forces a redefinition of Shakespearean performance.