Around 1886, the French actor Lucien Guitry, who ran a theater company in St. Petersburg, asked Tchaikovsky to write incidental music for a charity performance of Shakespeare's Hamlet. That show never came off, but Tchaikovsky did produce a substantial "fantasy overture" on the subject, his third on a Shakespearean theme (the others were Romeo and Juliet and The Tempest). Guitry requested music again for an 1891 production of the play, but Tchaikovsky, already burned once, was reluctant to invest much time or energy into the project; most of the results consisted of material recycled from earlier sources.

The overture is essentially the Op. 67 concert piece, cut substantially and rescored for a smaller theater orchestra. The music for Act I includes a fanfare and three short "mélodrame" sequences (the play was performed in a French translation, rather than Russian or English). The music for the ghost scenes was drawn straight from the overture. For Act II there is an entr'acte—an abridgement of the Alla Tedesca waltz movement from Tchaikovsky's neglected Symphony No. 3—as well as a fanfare.

Two more fanfares and more mélodrame material form the basis of the Act III music, all following a touching entr'acte for strings lifted from Tchaikovsky's 1873 incidental music for The Snow Maiden. The entr'acte preceding Act IV is quite substantial, a haunting string elegy written in 1884 in honor of actor I.V. Samarin. Next comes original music underlying Ophelia's two scenes, both sung (and spoken) in French by a soprano.

For Act V, Tchaikovsky provided an entr'acte that soon recurs as a funeral march; as introduced each time by the clarinet, the theme may strike some listeners as inappropriately insouciant, although it does assume greater dignity when, at length, it migrates to other sections of the orchestra. This act also includes the short "Chant du Fossoyeur" (Gravedigger's Song)—again in French—plus a brief fanfare, and a tough, dramatic final march drawn from the overture.

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