First the good: the movement to modern neo-fascism was interesting, the twist on many of the speeches was fascinating (which is one of the pleasures of re-doing Shakespeare - viz. the interpretation), McKellen is great, and most of the supporting cast is solid.
What I didn't like as much: some of the choices regarding what dialogue to keep and what to discard. Losing some of the opening soliloquy was unnecessary and a crime to Richard III fans. Benning and Downey Jr are not good in this - I like them in other films but here they sounded as if they were reciting lines that they had carefully memorized - very unnatural. But mostly where I think this falls short of the Olivier version is in the believability of Richard as a charmer. Olivier makes you believe that Richard could fool people. In this version, Richard is so blatantly evil that nobody could be deceived by him. Maybe they aren't supposed to be in this version but Richard III is one of the all-time great villains because he could charm people (a la Hannibal Lecter). Not here.
What I didn't like as much: some of the choices regarding what dialogue to keep and what to discard. Losing some of the opening soliloquy was unnecessary and a crime to Richard III fans. Benning and Downey Jr are not good in this - I like them in other films but here they sounded as if they were reciting lines that they had carefully memorized - very unnatural. But mostly where I think this falls short of the Olivier version is in the believability of Richard as a charmer. Olivier makes you believe that Richard could fool people. In this version, Richard is so blatantly evil that nobody could be deceived by him. Maybe they aren't supposed to be in this version but Richard III is one of the all-time great villains because he could charm people (a la Hannibal Lecter). Not here.