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"Whatever you do, do NOT refer to this film as a musical." That was the

proclamation of British filmmaker Mike Leigh when "Topsy-Turvy" was

screened at the New York Film Festival.

True, there are large-scale musical numbers, but these set pieces are

there to illustrate and, in some cases, advance the plot. Instead, what

Leigh has achieved is the most successful integration of theatrical

production numbers and comedy-drama since Bob Fosse tackled "Cabaret" in

the early 1970s. And like that movie, "Topsy-Turvy" is also set during a

period of upheaval, although one more subtly portrayed.

Fans of Leigh's "social surrealism" (best demonstrated in the

Oscar-nominated "Secrets & Lies" and the critically acclaimed "Life Is

Sweet" and "Naked") will be in for a bit of a shock. In attempting his

first large-scale period piece, the writer-director focuses not on the

proletariat but on a turning point in the collaboration between bon

vivant Sir Arthur Sullivan (a fine Alan Corduner) and the dour William

S. Gilbert (an appropriately irascible Jim Broadbent).

The Victorian era mores were beginning to loosen, and Leigh slyly

depicts this through Sullivan's relationship with the married Fanny

Ronalds (Eleanor David), in some cast members' objections to

loose-fitting costumes that press the boundaries of propriety, and by

introducing technological innovations such as a reservoir pen and the


What is perhaps most impressive about this film, however, is that Leigh

once again employed his tried and true methods of improvisations with

the cast before actually writing the script. Despite the confines of

historical fact, he has managed to craft an intriguing if overstuffed

jewel box of a film. Some will carp over its split between biopic and

backstage drama, while others may feel there are too many asides.

If Leigh has a weakness as a director, it is that he tends to include

extraneous material. In "Topsy-Turvy," there are several such

instances. On the other hand, Leigh is not a self-indulgent filmmaker;

those added sequences are there either to provide background or to give

a particular actor a moment. Still, there is a shapeless feel to the

material, as if burdened with an excess of riches, Leigh felt he had to

include it all.

The plot conflict arises from Sullivan's desire to compose loftier work

than the popular operettas for which he became renowned. He voices his

concerns that Gilbert (rankled by being called the "king of topsy-turvy"

by the august Times of London) is repeating himself, and the pair is at

loggerheads over fulfilling their contract with the Savoy Theatre.

Through happenstance, Gilbert hits upon an idea that develops into "The

Mikado," which rejuvenates their creative partnership.

On this rather slight outline, Leigh and company hang a visually and

aurally beautiful film. Cinematographer Dick Pope bathed the film in

crisp, clean lighting, lending it the look of history come alive, while

production designer Eve Stewart crafted astonishingly detailed interiors

and Lindy Hemming designed strikingly colorful costumes.

For the members of the D'Oyly Carte company, Leigh specifically hired

actors who could sing. Among the more notable are Kevin McKidd, Jessie

Bond, Timothy Spall and Martin Savage. While all of the actors turn in

fine work, special note must also be made of Lesley Manville, whose

heartbreaking performance as Gilbert's neglected wife gives the film

some added dimension.

For those who prefer a more straightforward and comprehensive

biographical film about the duo, they should check out 1953's "The Story

of Gilbert and Sullivan" with Robert Morley and Maurice Evans. Those

interested in a leisurely, if slightly meandering, but well-acted

depiction of creativity filtered through Gilbert and Sullivan should

check out "Topsy-Turvy."

* MPAA rating: R, for a scene of risque nudity.

"Topsy Turvy"

Jim Broadbent: William S. Gilbert

Allan Corduner: Arthur Sullivan

Dexter Fletcher: Louis

Suki Smith: Clothilde

Wendy Nottingham: Helen Lenoir

A USA presentation. Director Mike Leigh. Screenplay Mike Leigh. Producer

Simon Channing-Williams. Director of photography Dick Pope. Editor Robin

Sales. Music Carl Davis and Arthur Sullivan. Production designer Eve

Stewart. Costume designer Linda Hemming. Running time: 2 hours, 40