Any film fan can tell you Joan Allen (search) has impressive range: She's played everything from a 17th-century Puritan in "The Crucible (search)" to a federal agent in "The Bourne Supremacy (search)" to a '50s housewife in "Pleasantville (search)."

But she's never rhymed before.

"I was a little terrified," admits Allen of her new film, "Yes," whose script is written entirely in iambic pentameter — a type of verse which hasn't seen much mainstream popularity since Shakespeare's day.

Allen was understandably leery of the project.

"It was exciting, but a little scary — I've never done Shakespeare. But I love [director] Sally Potter (search)," she says.

So with a huge leap of faith, the Oscar-nominated actress accepted the role of She — a nameless woman who falls hard for a sexy Lebanese chef (known only as He).

No names? All in verse? It all sounds too artsy for words — but it's not, Potter insists.

"Some people say iambic pentameter is really close to the rhythm of breath," says the British director, whose earlier films include "Orlando" and "The Man Who Cried."

"There's something about verse that's closer to the thought process," adds Potter, who is known for thoughtfully tweaking cinematic rules. "It's actually very natural."

Some viewers, she says, have actually watched the entire movie without realizing it's written in verse.

For the actors, however, it was another story.

Simon Abkarian, who plays He, is a French actor making his English-speaking film debut in "Yes."

He says trying to adjust to English, while getting his head around the rhyming dialogue, was no picnic.

"Because I wasn't familiar [with the language], I had to double my effort — work like a dog," he laughs. "I was very, very conscious of making things rhyme."