TOPSY-TURVY (1999) (****)

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Mike Leigh is a film director who comes from a theatre background. He usually doesn't work from a script to start, but improvises each scene with his actors and then writes down what they discover. However, with its period detail and well observed look at its real life characters, TOPSY-TURVY may be Leigh most scripted work for which he received an Oscar nomination for Best Screenplay. Working with many of the same actors he always works with, Leigh, with great wit, has crafted a captivating tale about the creation process and its personalities.

Composer Arthur Sullivan (Allan Corduner, GREY ZONE) and writer W.S. Gilbert (Jim Broadbent, IRIS) have reach stardom on the international stage, but have hit a slump. Their latest opera PRINCESS IDA is derivative of their other work, and Sullivan, who is suffering from kidney disease, doesn't have the passion to work on the same old trifle anymore. The cynical and disagreeable Gilbert has written another play with magic potions and Sullivan can't score it. Then after visiting an exhibit of Japanese culture, Gilbert has a revelation and pens the story for the opera THE MIKADO.

The first half of the film sets up the personalities from Sullivan, the sophisticated lady's man, to Gilbert, the reserved curmudgeon. As we watch Gilbert and Sullivan work with the actors at the Savory Theatre, we get a tour of the opera's signature songs, whether they be in rehearsals, or dress runs or the final performance. George Grossmith (Martin Savage, VERA DRAKE) is the company's star, often demanding more money from theater impresario Richard D'Oyly Carte (Ron Cook, CHOCOLAT) for reasons at first not fully known. Richard Temple (Timothy Spall, SECRETS AND LIES) is playing the Mikado. He is a theatre veteran, and a snob with a soft spot. Durward Lely (Kevin McKidd, NICHOLAS NICKLEBY), who plays Nanki-Poo, is the modest young star of the theatre that never shies away from praise. Leonora Braham (Shirley Henderson, YES) is a troublesome young star who is downgraded because of her behavior, while Jessie Bond (Dorothy Atkinson, ALL OR NOTHING), an actress suffering great pain from varicose veins, is given the plum role of Pitti-Sing. Behind the scenes we meet eccentric choreographer John D'Auban (Andy Serkis, KING KONG), Gilbert's love-starved wife Kitty (Lesley Manville, ALL OR NOTHING) and Sullivan's singer, mistress Mrs. Fanny Ronalds (Eleanor David, COMFORT AND JOY).

At 241 minutes, the film still seems to fly by. While there may be some improvisation, the framework is tight, setting up the characters and especially the period with efficiency. Leigh subtly works in details about Sullivan, Gilbert and their era within simple scenes. Look at how a simple trip to the dentist for Gilbert enlightens us about his temper, informs us about the period and creates motivation for the plot to move forward. This richness brings us into the world completely. This immersion is gripping.

Supported by an exemplary cast, Corduner and Broadbent give amazing performances. Gilbert can be a clueless jerk, while Corduner's Sullivan views himself aristocratic bohemian who could never admit that Gilbert's words play an equal role in his success along with his music. Their performances create the center of TOPSY-TURVY as a window into the theatrical creation process. Sometimes watching talented people do what they do is far more captivating than plots with inflated drama. With Gilbert and Sullivan being "characters" as well, the experience is all the more fun.