Macbeth has surely tempted any film director with a love of Shakespeare. Indeed, it seems at first glance to be among the most readily-adaptable of the major plays. It is one of the shortest, and, helpfully, contains only a single plot. Its action is mostly focused and contained—helpful for keeping down production costs—and the supernatural elements provide opportunities for movie magic to display its imagination-stretching power.

Read through the script, and a shot list comes easy: a panoramic sweep of impregnable Dunsinane from horseback; a long lens for Macbeth’s first brooding ruminations with Banquo watching behind; a hand-held camera for the frenzied seizing of Fife; a close up on Lady M.’s obsessively washing hands. Conjuring the thick darkness of the play’s nocturnal world should be a lighting designer’s dream, and the sound designer should have a feast as well, what with night shrieks and crows making wing to the rooky wood. Proceed this way for a while, and it isn’t long before you think: this is so atmospheric, it hardly needs dialogue.

And there’s the problem. On stage I’ve seen productions of Macbeth that made much of expressionist lighting or moody underscoring, ones where you could practically smell the witches’ brew. I’ve seen large-cast productions dressed in traditional plaid and in modern fatigues, and I’ve seen at least two one-man shows, one set in an insane asylum, the other performed by the characters from The Simpsons. Always, it has been the language that reaches in and grabs me by the scruff of my soul.

Of course, Shakespeare’s plays are poetry. But the poetry in Macbeth functions somewhat differently than it does in Hamlet or The Tempest or Romeo and Juliet because the play is so completely about atmosphere, and it is the play’s language, and the language of its main character in particular, from which that atmosphere emanates. Macbeth is a play about the power of the imagination, a faculty which for the Scottish regicide considerably exceeds his intellect. That is how it is able to overpower him, and with a great actor as their instrument Shakespeare’s words can overpower us as well, trap us among the scorpions nesting in Macbeth’s mind.

Film can do this too—but not primarily with words. In film, language speaks most powerfully as a frame for silence. That works fine for Hamlet, but for Macbeth it presents a problem. It is likely no accident, then, that what many consider to be the greatest filmic adaptation of Macbeth, Akira Kurosawa’s Throne of Blood, dispensed with Shakespeare’s language entirely. If you are at all familiar with the play, you won’t need subtitles even if you don’t understand a word of Japanese: the film will grip you in the vise of Macbeth’s horror-struck mind, and will not let you go.

Few other adaptations have succeeded nearly so fully. What lingers from Roman Polanski’s Macbeth are the lurid encounter with the witches’ coven (a call-back to the director’s earlier film, Rosemary’s Baby), and the exceptionally brutal murder of Lady Macduff and her son (informed by the still-recent murder of Sharon Tate). Both moments are essentially visual realizations of the text. Orson Welles’s 1948 effort teeters perpetually on the edge of camp precisely because of the florid theatricality of the delivery. It’s at its strongest when it sardonically accepts the comic side of its own grandiosity, at its most unintentionally funny when it plays it fully straight. A tribute like Scotland, PA that plays off our familiarity with the story to comic effect may work better than most: it elevates the shabby noir its fast food franchise murderers inhabit at the same time that it brings Shakespeare down to our own notch.

For all the above reasons, I was both excited and apprehensive when I heard that Joel Coen would be directing a film adaptation of the Scottish play. The Coen brothers are meticulous filmmakers who storyboard every shot with care; they are planners, not improvisers. Their visual acuity is married to an affinity for language, including heightened language that, in lesser hands, would come off as stilted. They marry a taste for the macabre with perfect comic timing, and they have a longstanding obsession with the problem of evil. Over and over they have told tales of foolish criminals who take the shortcut to get what they want, get in over their heads, and leave a trail of bodies behind them before achieving their own destruction. Why shouldn’t I have been excited to see one of the brothers tackle the ur-text for this kind of story of crime and punishment?

And so I was excited—but also apprehensive. I’ve seen plenty of other directors come to grief on their first serious encounter with Shakespeare, whether by imposing preconceived notions or through a too-tentative veneration. Sadly, I found The Tragedy of Macbeth afflicted both ways. Aiming to be a classic, it became an object lesson, for me, in the dangers that attend classicism when it comes to Shakespeare adaptation for the screen. What I learned is that Macbeth is not a Coen brothers film, because it never was.

***

I said that Macbeth could be seen as the progenitor of the kinds of crime stories that the Coen brothers have long loved, but as usual with Shakespeare and genre that’s not quite right. The genres are always older, and Shakespeare, in reinventing them, always transforms and transcends them. So while Macbeth seems, on the surface, like the ancestor of a noir hero, and his Lady even more like a femme fatale driving him to his downfall, a closer look reveals something much stranger and more disturbing.

The essential quality of noir heroes is that they are compromised. Some part of them is good, and wants to be good, but they inhabit (or believe they inhabit) an evil world, which has disillusioned them and turned them hard. They may be detectives, criminals, or ordinary Joes presented with an extraordinary but morally dubious opportunity; they may seek redemption or transcendence, consummation or escape. Regardless, the struggle to navigate their broken, dark world is inescapable from their struggle with that desire, and its attendant temptation.

Macbeth certainly inhabits a compromised world—worse, a world permeated by evil and epistemological confusion. The first thing we learn, as we hear about Macbeth’s and Banquo’s exploits in battle, is that it is impossible to tell who may be trusted, that the loyal and the treasonous cling to each other like swimmers for survival, and yet the king is only upheld by the violence of apparently trustworthy vassals like Macbeth. A story about such a man tempted to try for the crown himself would make for a classic film noir.

But is Macbeth grappling with temptation, with desire? I have my doubts. Macbeth’s first reaction upon hearing the weird sisters’ prophecy, as Banquo says he sees written on his face, is not excitement but terror: “Good sir, why do you start and seem to fear / Things that do sound so fair?” (I.iii.54-55) The question is a good one. The witches, after all, said nothing about killing the king, only about becoming king. Later in the same scene, after the witches have vanished, Argus and Ross come and reveal to Macbeth that he has been named Thane of Cawdor, just as the witches prophesied he would be, and Macbeth muses to himself while Banquo speaks with the gentle messengers, and looks on. But what he muses on again is terror—terror at the prospect of having to commit a murder that he is still only imagining. Why, though, does he have to do it?

Macbeth rarely refers to desire, mentioning it only once in reference to the crown, in an uncharacteristically melodramatic passage after Duncan announces that Malcolm will be his heir and successor. His more consistent reaction is dread and foreboding (and, in fact, that passage too can be quite effective if read in that same spirit). As for ambition, Macbeth’s only reference to it disparages its power. At the end of a soliloquy, right before his Lady enters to call him back to the feast with King Duncan, he says:

I have no spur
To prick the sides of my intent, but only
Vaulting ambition, which o’erleaps itself
And falls on th’ other—
(I.vii.25-28)

The metaphor is from horsemanship; Macbeth is looking for something to urge him on to do the deed (he is the horse, ambition the rider), and he has nothing to serve but ambition which, in a shift in image (now he is the rider, the horse the kingship), is like someone incompetent at getting into the saddle in the first place, overshooting and falling on the horse’s other side. Macbeth is struggling with his conscience as well as with his sense: he knows that killing Duncan is a terribly wrong thing to do, and he also knows that it likely won’t work—that it will only inspire other regicides to do unto him as he will have done unto Duncan. But that final note undermines the speech’s own apparent premise, because if ambition is not sufficient spur to murder, then why is he even thinking about doing it?

This is the mystery of the play, and we easily miss it if we don’t attend closely to the language. We know what an ambitious character in Shakespeare sounds like. By the time he tackled Macbeth, he had already written Cassius, Brutus and Caesar. He had already written Bolingbrook and Worcester and Northumberland. He had already written Claudius, an explicitly covetous regicide, and Edmund, his greatest young nihilist in a hurry. And of course he had written Richard III back at the start of his career. Macbeth doesn’t sound like any of them. Far from being consumed with envy, he talks like someone, as the great Victorian critic A.C. Bradley noted, tasked with performing “an appalling duty.” But who put that duty on him?

One answer—part of Bradley’s, in fact—is Lady Macbeth, the femme fatale, the strong but evil woman who calls on dark powers for assistance, who assures her nervous husband that killing is easy, who tells him to leave everything to her, and who, when he falters in his purpose, dares him to prove himself a man and that he truly loves her by killing Duncan. So perhaps it is she who is truly ambitious, truly desirous. But this will not serve. For one thing, Macbeth met the weird sisters first; they are the ones who told him he would be king, and he is the one who, unprompted, thought of murder, and recoiled. For another, what this picture of the Lady leaves out is that she also never expresses desire for the crown on her own behalf, not even in soliloquy.

Lady Macbeth’s desire and her ambition, as she expresses them to him and to herself alone, are all on her husband’s behalf. Even her famous image, thrown in Macbeth’s face when he decides to back out—that she would tear her baby from her breast and dash out his brains—is not about desire but fidelity. She would commit infanticide, she says, “had I so sworn as you / Have done to this.” (I.vii.58-59) He is the one who, she posits, really wants and deserves the crown. She’s just being a good helpmeet in giving him the encouragement she thinks he needs to fulfill the “Thus thou must do” (I.v.25) that she can already tell he feels merely from reading his letter. “We, fail?” she retorts, incredulous, to his fear, “But screw your courage to the sticking place / And we’ll not fail.” (I.vii.69-71)

Harold Bloom characterized the relationship between Macbeth and his Lady as the happiest marriage in Shakespeare, which I think is belied not only by the way it unravels over the course of the play but by the desperate way they embark upon the crime itself. But that desperation is, itself, a testament to a kind of love, and a fierce kind of loyalty (which is why Lady Macbeth begins her decline when her husband stops confiding in her). She will murder for his sake, and he will for hers. Their crime is a folie a deux, the murder a substitute for the child they could not have (hence Lady Macbeth’s prayer to the murdering ministers to take her milk for gall).

If the murder were Lady Macbeth’s idea in the first place, we might yet be in the chiaroscuro realms of noir. If it occurred to Macbeth himself upon realizing that Duncan only held his throne on Macbeth’s own sufferance, we might be as well. But neither is the case. The murder does not begin with either Macbeth’s desire, nor with the awareness of opportunity. It begins with the witches.

The frank supernaturalism of Macbeth is what definitively places it outside the realm of noir, and plunges us into a deeper, blacker place. Evil, in Macbeth, is not just a deficiency in goodness or the lack of a conscience. Evil is a palpable force in its own right, a fully competent rider and a fully sufficient spur, and Macbeth receives its solicitations very nearly as commands. If we are to take it literally, we must believe that such things as witches exist. If we are to take it as a metaphor, then it is akin to how the Greeks spoke of feeling as possession by a god, of being taken over by something foreign that cannot be resisted.

Perhaps that is what desire feels like when conscience will not allow it to be acknowledged: as something alienated, a perverse duty imposed from somewhere outside the self. In that case, Lady Macbeth read him right. Or perhaps Macbeth, Belladonna’s bridegroom, was simply so used to taking orders to kill that he could not receive the witches’ message any other way. Regardless, what makes the story so terrifying is that it is not a story of temptation, which we can imagine resisting. It is a story of possession, in which even love is not arrayed against the evil spirit, but enters the lists on evil’s side.

***

Joel Coen has ample experience with evil from his prior films made with his brother. Often—most magnificently in Fargo—it is portrayed as petty, small and foolish, though no less bloody for that. But a deeper, more primal evil stalks their films as well. Loren Visser in Blood Simple, Charlie Meadows in Barton Fink, Anton Chigurh in No Country for Old Men: these men are not really men, but chthonic forces clothed in flesh, and these films revolve around the relationship of ordinary people to these devils in their midst.

That relationship varies from film to film and character to character. Oftentimes, the encounter with primal evil throws the petty evils of the hero into relief; sometimes, it is that petty evil itself that unleashes the more primal horror. Sometimes their heroes defeat the primal evil, and sometimes the evil defeats them; sometimes, in fact, the mere awareness that primal evil exists in the world is enough to undo a soul too tender to stand that knowledge. But no Coen hero has reacted to his encounter with evil the way Macbeth does: with the sense that a horrible master has called him, and he must obey.

Nor is that how Denzel Washington, playing Macbeth, reacts when he first encounters the weird sisters in Joel Coen’s film. The witches, played as one by Kathryn Hunter, are one of the film’s more distinctive and successful elements; her contortions and her croaking voice are convincingly otherworldly, and her ability to twin and treble herself at will is genuinely creepy. Hers is the only presence in the film that truly matches its expressionistic style, which recalls Carl Theodore Dreyer’s Joan of Arc.

When Washington first encounters her, however, his response is more quizzical and calculating than astonished, in keeping with his generally naturalistic acting style. Washington is older than the typical Macbeth, and his Lady, Francis McDormand even more so, well past her childbearing years (making his “bring forth men children only” confusing—what once had a double sense, subtextually referring to himself as her child in deed, now lacks a sensible text to underlie), and this grounds his lunge for the throne in a comprehensible motive: he has no time to wait for chance to crown him without his stir. But precisely because it makes his motives more readily comprehensible, it diminishes the dread of his tragedy, the sense of the uncanny that should pervade it.

He is reduced further by the intellectualism and self-conscious classicism of Coen’s chosen style. I have mentioned Dreyer, but Joan of Arc is a very hot piece of cinema, one that revels in the grotesquerie of faces and bodies. That style could suit Macbeth well. Coen, though, is surprisingly decorous in his treatment of the play’s horrors. Blood is barely shown, more often signified (the dripping water from a basin that Macbeth has knocked aside, for instance); even the brutal murder of Macduff’s son is sanitary, the boy tossed over a railing into a mist, and vanishing. Stark lighting, a set inspired by de Chirico, and skewed camera angles all signify expressionism, but Washington is lost in this funhouse playing an ordinary and fully comprehensible man.

The only thing that could save him is Shakespeare’s language; that jewel could shine even in this cold and austere box. But Washington’s naturalism undermines the power of the verse; the words feel authentic and original to him, but we can’t always tell what they mean and, more importantly, they do not take possession of us. It also clashes badly with McDormand’s more theatrical delivery, making her seem more like a Disney villain than a tragic heroine. And they are both undermined by the way their dialogues are shot and cut: from a one-shot over his shoulder to a one-shot over hers, we flip back and forth is if this were a television drama.

McDormand is more seriously undermined by the way Coen reshapes the moments that foretell her fall. First, he cuts her crucial line about Duncan looking like her father, a humanizing sign of sentiment that she needs to suppress, and that provides a grounding for her obsessive guilt. Later, and more significantly, he moves Macbeth’s speech about his barren scepter from soliloquy to dialogue with her. In soliloquy, what speaks loudly is the subtext Macbeth cannot voice. Killing Banquo will not, after all, give him an heir; only killing his wife, and replacing her, might achieve that. If that unthinkable thought is what he is repressing, that gives him reason enough to avoid his wife’s company—and, in the play her awareness that he is shutting her out is what begins to drive her to distraction. By implicitly turning the soliloquy into an accusation hurled in Lady Macbeth’s face, Coen has again chosen drama over dread.

Washington’s one moment of grandeur comes, appropriately, after Lady Macbeth’s demise. Young Siward enters the throne room, and Washington’s Macbeth dispatches him with the panache of a proper action hero. But the moment is fleeting. When Macduff tells him to despair his charm, as he, Macduff, having been delivered by caesarian section, was not of woman born, Macbeth initially declines to fight. But then he changes his mind, and for the first time fights not on command from his king or his wife or the forces of darkness, but for his own honor, relying only on his own prowess. Frederick Douglass saw this as the moment when Macbeth finally finds freedom. Coen, though, denies him nobility at the last, but leaves him an enduring slave to desire. In his fight with Macduff, the crown is knocked from Macbeth’s head, and, in desperately reaching for it, the tyrant exposes himself to Macduff’s decapitating blow.

The story Joel Coen has chosen to tell, then, is not a tragedy, but a rather tawdry tale of ambition and folly, one that we can see through to its end from the beginning. Its borrowed expressionist style hangs loose around the performances as Macbeth’s title hangs about him, “like a giant’s robe / Upon a dwarfish thief.” (V.ii.24-25) But Coen is too accomplished a filmmaker to have been engaged by such a story. And, indeed, he isn’t. While the film is called The Tragedy of Macbeth, Coen’s primary interest is elsewhere. From scraps of material, he has assembled another story, one far more attuned to his previous interests, and it is that story, beating in the background, that is the film’s true heart.

***

A common risk with stagings of Macbeth is that the secondary characters will be largely indistinguishable from each other. Ideally, this keeps us trapped in Macbeth’s mind, with the other Scots becoming a kind of tragic chorus. Coen winnows this chorus substantially; his is a thoroughly depopulated Scotland. As many do, he also cuts Malcolm’s lengthy self-accusing scene with Macduff; it’s a hard scene to land, but without it Malcolm comes off as a nonentity (and we lose an important opportunity to wonder about Macduff’s acuity in flight from a different perspective than his wife’s: Malcolm, after all, finds it as foolish, and therefore as suspicious, as she does).

But he cuts these other characters down to build up another, one of the least-distinguishable in Shakespeare’s play. Ross, a glorified errand-boy in Shakespeare’s text, is step by step transformed by Coen into a focal point of the entire tragedy.

Played by Alex Hassell, Ross is a smooth courtier rather than a warrior, his every utterance intended to be read equivocally. That’s a wise way to play him; when he encounters Macduff and asks him whether he is going to Scone to see Macbeth crowned, it makes sense to treat the exchange as a feeling-out, Ross declaring as little as he may while gathering what intelligence he can about the ingenuous Macduff’s own loyalties. Most typically, though, Ross moves from the safety of assent to tyranny to the greater safety of siding with the rebels. He is the one who goes along to get along, but when the going gets tough he gets going.

Hassell’s (and Coen’s) Ross is far savvier than this, and is not merely compromised by his association with tyranny, but is its true motive spirit. The first revealing moment comes when Coen inserts Ross as the mysterious Third Murderer of Banquo whose unexpected presence puzzles the two who Macbeth hired to do the deed. The text says that he was sent by Macbeth—presumably because he didn’t trust the other two to perform their bloody function—but when Ross says it, his smoothness raises doubts. Was he sent by Macbeth? Or is he on an errand of his own? The murder, of course, is a partial botch, as Banquo’s son, Fleance, escapes. But Coen has the boy hide in a nearby field of grain, and sends Ross—without the other murderers—to seek him out. He finds him, and the moment of discovery is a classic Coen shot, Ross’s fire-lit face smiling sinisterly down on the frightened boy. He can’t kill Fleance, however, without a drastic alteration of the plot. So what’s he up to?

Similar thoughts attend Ross’s arrival in Fife, to reassure Lady Macduff about her husband’s nonexistent wisdom in flight, and later in England, to bear the news of her and her children’s massacre to Macduff. It is abundantly clear, as Coen stages the Fife visitation, that Ross is aware that murderers are coming, and is trying to keep Lady Macduff put so she will be killed. What, then, does he aim for in England with his message to Macduff? His professed sorrow for his country is manifestly feigned, and yet he is there to provide a spur to Macduff’s own vengeance.

Most striking of all, Coen strongly insinuates that Lady Macbeth did not commit suicide, but was murdered by Ross. As the castle is in turmoil over the English approach, the mad queen stands at the head of the stairs in her nightgown, her hair wild and staring empty-eyed. The only person who sees her there is Ross, who, after a beat, climbs the stairs purposefully toward her. The next thing we know, she is dead at the bottom of the stairs, and Ross is nowhere to be found.

Coen’s purpose becomes clear when he grants the final beat of the film not to Macbeth, nor to Macduff, nor, as in Shakespeare’s own text, to Malcolm, but to Ross. After retrieving the fallen crown to give to Malcolm, we see him give a coin to the unnamed Old Man whom Ross met earlier, near the place where Banquo was to be ambushed. It is this Old Man (played, in what is surely no coincidence, by the same Kathryn Hunter who plays the three weird sisters) who has sheltered Fleance, whom he hands over for the coin. In the final shot, Ross rides toward the camera, Fleance on his horse with him, and a flock of CGI ravens—the symbol, throughout the film, for the influence of the witches—scatter before them, covering the screen.

It is not plausible, given what we know of Ross’s character, that he has saved Fleance out of pity. The most sensible interpretation, rather, is that he recognized his value as the prophesied heir to the throne, and saved him to put him in his debt. If this is the case, then all of of Ross’s actions make sense: thanks to him, Banquo is dead, leaving Fleance helpless and dependent; Macduff’s family is dead, leaving that powerful Thane heirless; Macbeth is defeated; and the throne is occupied by the distinctly unimpressive Malcolm. Ross has maneuvered himself to be the power behind Fleance’s throne when he reaches that seat, and cleared the way for his ascent thereto.

That is a fascinating story, and a compelling take on how evil works in a political system. While our eyes are fixed on tyranny and treason, a subtler force is working behind the scenes, and those skilled enough to work with it may thrive even as the more demonstrative kings and thanes lose their heads. It’s what the Coen universe looks like through a glass darkly, unleavened by its usual comedy, and it’s a world that noir heroes from Sam Spade to J.J. Gittes would recognize perfectly well.

But it is a usurper here. Macbeth is not a story of secret plots and wheels within wheels. Evil does not need to hide in Scotland; it confronts you directly, and commands you. You’d think that would make it easier to evade; Macbeth, done well, will teach you that is not the case. Rather than face that necessity, Coen preferred to cut his tragic hero down to size, draining his main story of its sublime terror, the better to tell another story that was more heady, and less visceral.

Perhaps, next time, he’ll tackle Hamlet instead.

Noah Millman is theater and film critic for Modern Age and a columnist for The Week.