It takes a strong imagination to turn the second largest river in the world into a long strip of blue satin. Yet the Nile is portrayed as thus in the latest of Boston Theatre Works' "Antony and Cleopatra." But there is nothing slim about the challenges presented by Shakespeare's epic portrayal of the doomed love of the greatest star crossed lovers/deceivers of the ancient world. With 37 changes of scene and more than 30 characters, the play is one of Shakespeare's longest and most difficult plays to perform. Therefore, director Jason Slavick's small-scale conception of the work - played out on a Persian carpet in an intimate theater in the round room of Tremont Theatre- is a bold attempt. Cleopatra eulogizes the play well: "His legs bestrid the ocean; his reared arm/Crested the world." And thus Slavick creates a world contained enough that her statement might not be exaggeration.

But "Antony and Cleopatra," for all the pull of its superstar lovers and ravishingly quotable characters, is difficult to understand in this production. According to Boston Theatre Works, the play has not been professionally produced in the Boston area for over 20 years, and after watching the production it becomes increasingly easy to understand why.

To begin, there's the question of who plays the flawed paragons of the title, the Herculean Roman and the Egyptian Queen? In the 1950s it was the cinema gods Sir Laurence Olivier and Vivien Leigh. Slavick fields two incendiary actors, though neither boasts the inward mentality needed to bolster the audience for this particular play.

Robert Pemberton (Antony) plays the part of a debauched general while sporting an earring and the worst five o'clock shadow ever allowed on stage. Anne Gottlieb (Cleopatra) - who brings an amazing fire, humor and a lovely look to Shakespeare - does support the irony in the play well.

Yet the strongest performance in the uneven production is by James Barton, whose ironic depiction of Enobarbus proves - upon deserting Antony and dying in a near-backbend of remorse - to be touching, moving and brilliant.

There is something of a structural problem in the play however, that no actor would be able to over come when trying to examine the highly trusting and mistrusting relationship of Cleopatra and Anthony. Thus all faults of the characters could be said to be Shakespeare's and not of the director or of the actors.

Slavick doesn't find a way to direct the problems of the work, which in Shakespeare's acts three and four (with 13 and 15 scenes, respectively) hops around like ancient leap-frog. It is here that the production loses direction, though the effective use of Peter Walden's cello, now bowed, now plucked, now plain thwacked, adds continuous beauty and stillness to every scene.

This, paired with the multiple casting of the 13 actors, all of whom boast a great and awe inspiring talent, can get confusing to the audience. The main characters, fortunately, make an impression; would that there were more sparks between Pemberton and Gottlieb, and less between Octavius and his sister.