- Ian McKellen wrote the screenplay while touring the play. Originally he thought it would be a television production, but he soon realized that the large production he envisaged would require the budget of a feature film. Still on tour, he began to consider screen actors he met for roles in the film, including Patrick Stewart, Danny DeVito, and Meryl Streep.
- Alex Cox was assigned to direct the film at one stage.
- McKellen enjoyed acting with Robert Downey Jr. in Restoration (1995), and asked him to play the part of Rivers, expecting him to turn the role down as too small. To McKellen's surprise, Downey Jr. immediately cleared his diary and and took the part.
- The initials on the band's music stands are "WS", for William Shakespeare.
- The lyrics to the opening song ("Live With Me and Be My Love") are from a pastoral poem by Christopher Marlowe.
- Tyrell (Adrian Dunbar) was not scripted to hand the apple to Richard (McKellen) in the stable, but improvised it on the spot. McKellen took the hint and pelted the apple (supposedly at the pig).
- The scenes of the massive rally were digitally composed from shots of a much smaller crowd (including McKellen and extras recruited via local radio) placed in different positions within the hall.
- The film makes clever use of scenery to indicate that the alternate Britain is, in fact, a Nazi style country. The flag of the House of the York closely resembles a swastika.
- Richard Gloucester's black uniform is actually the tunic of an SS-Oberstgruppenfuhrer (Colonel General), minus the swastika insignia
- In the play, Princess Elizabeth is always off-stage. Here she is always present.
- Ian McKellen made Clarence a photographer to amplify the fact that he never noticed anything. He was merely seeing the events, not watching them. Therefore, he never realized how evil Richard actually is.
- Ian McKellen made Queen Elizabeth an American because this way, her family and herself could be seen as social-climbers, from commoners to royalties.
- Only about half of Shakespeare's original text is used. Sometimes details were changed, e.g. Lord Rivers (Robert Downey Jr.) was killed much later in the play than he is in the movie and when Queen Elizabeth (Annette Bening) receives the news of his death, the same messenger in the play only told her of his indictment on Richard's and Buckingham's orders.
- The boar's head, as seen hanging on the banners of the large hall, is the crest of Richard's family.
- Because of the way the play was cut for the film, Queen Elizabeth and the Duchess of York seem to have larger roles than they actually do in both Shakespeare's original play and in Laurence Olivier's 1955 film version, where Richard dominates the proceedings and Buckingham is his right-hand man.
- The film combines two characters in the play, the Duchess of York and Queen Margaret. Margaret does not appear in the film, and her lines are given to the Duchess of York, in addition to the Duchess having her own lines.
- During the battle with Richmond's army in Act 5, every military vehicle is painted with a number and the initials of R III - referring to Richard.
- Since the film is set in the alternate 20th-century, Ian McKellen had some trouble of setting the location for Act 3 Scene 1, where the Prince of Wales meets Richard before being sent to the Tower. Someone suggested that the royals usually arrive in London by rail. The scene was eventually known to everyone in the film as the 'Victoria Station' scene.
- Jim Broadbent was the only choice for the role of Buckingham.
- The cigarette that Richard smokes is an Abdulla - a non-nicotine herbal cigarette. The props department managed to find six remaining packs in London and bought one packet intact (of 30 sticks).
>>> WARNING: Here Be Spoilers <<<
Trivia items below here contain information that may give away important plot points. You may not want to read any further if you've not already seen this title.
- SPOILER: The play did not explain how Lady Anne meets her fate. Ian McKellen based the idea of how she dies on two elements: a line in which Queen Elizabeth calls Richard a 'bottled spider'; McKellen also based it on stage actor Robert Helpmann performing in front of backcloth painted with spider webs. In the finished film, a model spider was superimposed on a static shot of Kristin Scott Thomas.
- SPOILER: In the play, Queen Elizabeth simply disappears after Act 4 Scene 4, so a scene in Richmond's headquarters where Richmond marries the princess was added to give a proper resolution for the Queen, being the principal survivor of the film. The Archbishop's lines in that scene were taken from Richmond's lines at the end of the play.
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