STAGE DIRECTORS just love to manhandle Shakespeare, squeezing his long-suffering scripts into trendy, ill-fitting changes of costume and period. Once in a while a movie director gives it a go. Enter first-time William Reilly, who once performed in an off-Broadway production of "Macbeth" and thought it would be a good idea to stuff Shakespeare into the black shirts and black sheets of the modern-day Mob.

The result, which hopes to be clustered with "Godfather III" and "GoodFellas," is "Men of Respect," and while the novelty of Reilly's scenic switch works for a bit, his movie never develops any momentum of its own. Once the gimmick wears out its welcome, the audience spends most of the remaining screen time comparing name changes and scene-switches. And you're lost if you don't know "Macbeth."

Screenwriter Reilly makes Macbeth over into ambitious, up-and-coming Mafia underling Mikey Battaglia (John Turturro), who is driven by a fortuneteller's prophecy and the proddings of his even more treacherous wife to knock off the head of the D'Amico crime family and claim the top title for himself. In this version of MacBattaglia's gory rise, King Duncan becomes Padrino D'Amico; Banquo becomes his buddy Bankie Como; Macduff becomes Irish capo Duffy, and so on.

Reilly begins his stagy Mafia movie with the apparently obligatory slow-motion massacre scene, and films the portentous proceedings in shadowy, blue-tinged color, encouraging the actors to speak sotto voce -- except when they're screaming. It takes a wild stretch to imagine anyone swearing loyalty to Turturro's grimacing Godfather; swinging wildly between glowering and Goofy-ness, his descent into sweaty paranoia is to laugh. Katherine Borowitz makes a creepy, spidery Lady Battaglia. There are some enjoyably over-the-top appearances by Rod Steiger as a robust, beloved D'Amico, Peter Boyle as doomed Duffy, a skeletal Lilia Skalas as the psychic crone, and laconic comedian Steven Wright as an obstreperous janitor.

There's some fun in the transformation of the Big Scenes: In place of Lady Macbeth's "Out, out damn spot!" scene, Borowitz goes mental over imaginary stains in the linen at the family's front/restaurant, wanders the backyard with a flashlight, scrubs up in the birdbath and spends a fortune on Ajax for the bathtub. Macbeth's witches, the three weird sisters, are here a macabre mom, pop and son in a dingy, backroom fortuneteller's parlor -- instead of a cauldron, they watch a cooking show on how to prepare lamb's brains. And so on.

Reilly's idea occasionally rises above mere cleverness, but the plot isn't nearly enough to sustain it. This movie really misses the Bard's words, and much of Reilly's gutter-level script sounds improvised by the actors. But this movie's most serious flaw is its very seriousness. Lacking the grim wit of a "GoodFellas," it becomes unintentionally funny when it attempts dire tragedy.

MEN OF RESPECT (R) -- At Cineplex Odeon West End 1-4.