George Martin once talked about he and John Lennon once having a drink in a British pub. One of the regulars went over to the jukebox and selected "Yesterday." Lennon sighed, turned to Martin and said, "Don't suppose anyone's going to put in 'I am the Walrus?'" Martin went on to suggest that as frustrated as Lennon was of Paul McCartney's "Granny Music," he also couldn't deny McCartney's talent and the ease with which he came up with unforgettable melodies.

One senses the same kind of rivalry between Arthur Sullivan and William Gilbert in Mike Leigh's "Topsy-Turvy." Gilbert and Sullivan were both famous for their hilarious musical comedies in the mid to late 1880s, especially their early hits "H.M.S. Pinafore" and "The Pirates of Penzance." But the film takes place later in their career and things are not boding well for the duo. Sullivan (Alan Corduner) is growing increasingly frustrated with his collaborations with Gilbert, because he feels he is not growing as a composer. "I'm growing tired of these soufflés with Gilbert and his topsy-turvvydom."

Gilbert (Jim Broadbent) is feeling the crunch himself. His latest production with Sullivan has resulted in questions concerning Gilbert's creative spark, as in whether he has one. If that isn't enough, the Savoy Theatre tells the frustrated Sullivan that he and Gilbert are contractually obligated to one more show. Gilbert presents Sullivan with an idea. Sullivan responds that the idea sounds like a remake of an earlier play.

Then inspiration comes from the most unlikely of places. A Japanese Exhibit is being held in London and Gilbert's wife, Kitty (Lesley Manville) forces him to accompany her. Reluctantly Gilbert goes and, reenergized, he picks up a souvenir Samurai sword. He meets with Sullivan again and tells him his idea: "The Mikado." Thus is born Gilbert and Sullivan's last hit play.

The next half of the film deals with the backstage politics and adventures that go with putting on a production. It is here where "Topsy-Turvy" goes into full gear and really begins to shine. Broadbent and Corduner also shine in their respective roles, as well. And it is here where I really paid attention to Leigh's characterizations. The two never had a very friendly relationship and Sullivan was openly bored with Gilbert's silly plays. I always took it for Gilbert being a really witty and good-humored man, and Sullivan being a snob. But Leigh has Sullivan as a fun-loving hedonist and Gilbert being unpersonable and sarcastic. He uses humor as a weapon. The film forced me to look at the two of them in a new light, and more importantly, I bought it.

But Leigh's real achievement is in presenting his supporting cast as three-dimensional characters. There's Richard Temple (Timothy Spall) who plays the Mikado and suffers near-betrayal at the hands of his mentor, Gilbert. Actresses Jessie Bond (Dorothy Atkinson) and Lenora Braham (Shirley Henderson) personify the reluctant acceptance of wearing a kimono with no corset. Leigh brings the same care to this period drama as he has done for his smaller ensemble pieces.

And care is what "Topsy-Turvy" is all about. As much as Sullivan may frown at Gilbert's wit, he still wants to create the best possible product he can. There's a great scene where Gilbert is explaining "The Mikado" to Sullivan and Sullivan is truly enjoying the story. He's got such a look of glee on his face throughout the scene. Corduner does a great job of contrasting his Sullivan with Broadbent's Gilbert, especially in his scenes with the orchestra as he patiently explains the score with his players.

Broadbent, on the other hand, is an absolute joy as Gilbert. Gilbert may not be a likable character, but he knows what he wants and he is good at what he does. He may be short with everyone and unbending, but he gets results.

Leigh shows a clear love for the theatre here, and the details are amazing all the way from the theatre set to the costumes, nothing is out of place. He also keeps the action moving in the film which totals almost three hours but never feels like it. That's very hard to do.

To be honest, I thought Leigh was jumping on the "Shakespeare in Love" bandwagon, but the films couldn't be more different. "Shakespeare in Love" celebrates love burgeoning creativity. "Topsy-Turvy" deals with the love of creativity itself and shows how people of different temperaments and tastes can still get together and produce greatness.

Topsy-Turvy ****

I watched this film because a friend recommended I see the films of Mike Leigh. Otherwise, I doubt if I ever would have watched the movie because I am not a fan of the music of Gilbert & Sullivan...nor are most people today. Now I am NOT casting any aspersions at the men...it's just that their style of music is out of date and the movie is not the sort of thing most folks would choose to watch...and I am sure that despite great reviews from the likes of Siskel & Ebert, the film didn't make a lot of money simply because of the subject matter. Unless you are Sideshow Bob or some other die-hard Gilbert & Sullivan fan, you probably are not the target audience...but I must admit that it was an exceptionally well crafted film.

The film is the story of the making of the team's most famous operetta, "The Mikado". It follows the team from the beginning through the first performance of the play and featues A LOT of footage from the play itself. While this might sound dull, it actually was pretty interesting--particularly seeing the actors trying to play the Japanese characters as if they were Brits! Overall, finely made, extremely well acted...but about a subject about which I am completely indifferent. I am giving the film an 8- -not because I loved it but I must recognize it as a very well made film...one that shows great love and respect for the subject matter.

I saw this as an avid fan of Gilbert and Sullivan and I love Jim Broadbent so Topsy-Turvey seemed like a perfect treat. And it was. How accurate it is or not makes no difference to me as everything else worked stupendously. Although the film is almost three hours I had no problem with it, and I actually liked the relaxed approach to the film's pace. Mike Leigh's direction is superb, the cinematography and period details are beautifully evoked, the story is engaging and moving, the writing is witty, funny and wise and the music is amazing. The acting is great. Jim Broadbent is absolutely tremendous as Gilbert and his chemistry with Allan Courdener who is fantastic as well is what makes Topsy-Turvey work so wonderfully. I was also surprised at how well Timothy Spall did carrying the tunes, and Lesley Manville is suitably quiet and composed as Gilbert's wife- loved the superbly written and performed speech. All in all, an absolutely brilliant film and not to be missed whether you love G&S or not. 10/10 Bethany Cox