Max Reinhardt directed this version of Shakespeare's comedy about forest fairies using magic to make merriment of young lovers' affections while workers prepare a play for the wedding of Theseus and Hippolyta.
The long version includes an overture and exit music by Mendelssohn. The wedding of Theseus (Ian Hunter) and Hippolyta (Verree Teasdale) is to be celebrated with plays, and people sing joyously. Lysander (Dick Powell) loves Hermia (Olivia de Havilland); but her father Egeus (Grant Mitchell) will only give her to Demetrius (Ross Alexander). Lysander says that Helena (Jean Muir) loves Demetrius. Theseus decides that Hermia must marry Demetrius or no one. So Lysander and Hermia run away. Quince (Frank McHugh) and craftsmen prepare a play about Pyramus and Thisbe. Bottom (James Cagney) says how he will act.
In the forest Puck (Mickey Rooney) awakes, and fairies dance. Puck says that the fairy queen Titania (Anita Louise) has stolen an Indian boy from Oberon (Victor Jory). Oberon tells Puck to get a magic flower. In the woods Lysander kisses Hermia, who is followed by Demetrius and the clinging Helena. Lysander tells Helena that he doesn't love her. Bottom suggests a prolog so that the audience won't be scared. The fairies sing a lullaby, and Oberon puts magic on the eyes of Helena. Hermia tells Lysander to sleep apart. Puck puts magic on the eyes of Lysander and Hermia. Oberon says that was a mistake. Helena wakens Lysander, who now loves her. Hermia awakens and looks for Lysander. Puck laughs as Hermia chases Lysander, who chases Helena, who chases Demetrius, who chases Hermia.
Bottom and Flute (Joe E. Brown) rehearse Pyramus and Thisbe, as Quince directs them. Puck changes Bottom's head to that of an ass, and the workmen run away. Titania wakes up and loves Bottom, calling her fairies to serve him, giving him flowers, and taking him to her bower. Oberon laughs and takes the boy. Oberon puts magic on the eyes of Demetrius, who awakes and loves Helena. She feels mocked by Lysander and Demetrius, and Lysander tells Hermia that he hates her. Demetrius and Lysander quarrel, and Hermia and Helena argue. Oberon sends Puck to protect them with fog and to irritate them. Then Puck puts to sleep in turn Lysander, Demetrius, Helena, and Hermia. He puts the remedy on the eyes of Lysander. Bottom relaxes with Titania and sleeps. In majesty Oberon leads the fairies.
Oberon awakens Titania and tells Puck to restore Bottom's head, saying all may remember it as a dream. Bottom awakes and recalls. During the wedding procession Demetrius, Helena, Lysander, and Hermia awake and laugh. Theseus overrules Egeus and announces weddings. At court Theseus requests the workers' "tragical mirth." Snout (Hugh Herbert) plays a wall. Bottom as Pyramus declaims. Flute appears in a dress as Thisbe. The lion chases Thisbe away, and Pyramus kills himself, as does Thisbe. As they start to dance, everyone leaves. Oberon, Titania, and the fairies float in. Theseus and Hippolyta go to bed, and Puck says goodnight to the audience.
This magical play of fairy spirits makes fun of human affections and the amateur theatrics of men used to working with their hands. It shows a hidden side of life usually seen only by few and makes use of playful imagination.