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Don't let the subject scare you off — Mike Leigh's affectionate look at Gilbert and Sullivan is noteworthy fun.

Offbeat Musicale

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A somewhat surprising work for award-winning, British writer-director Mike Leigh, "Topsy-Turvy" chronicles the creative collaboration of lyricist W. S. Gilbert (Jim Broadbent) and Sir Arthur Sullivan (Allan Corduner). Forgoing his penchant for intimate, working-class dramas, here Leigh deftly combines engaging acting, sharp Victorian satire and eye-popping musical numbers from "Princess Ida," "The Sorcerer" and "The Mikado" into this hugely quirky and entertaining film. Brimming with historical detail and professional histrionics, "Topsy-Turvy" explores the creative genius and vastly different personalities of the famed comic-opera artists Gilbert and Sullivan.

When we meet the talented pair, their collaboration is at a crisis point. Gilbert, the irascible night to Sullivan's expansive day, is fed up with his partner's wish to compose more substantial operas. The pleasure-loving Sullivan is equally miffed and has grown weary of Gilbert's contrived plots about magic potions and other flights of fantasy. To make matters worse, it seems their fans have also grown tired of the Gilbert and Sullivan formula.

The first hour of "Topsy-Turvy" shows us the growing conflict between the two men and re-creates the atmosphere of Victorian London in the 1880s. We peek at the lives of the well-heeled folks of the light-theater world and get a taste of why Gilbert and Sullivan's "Princess Ida" flopped. How the two men cope with this failure underscores their vastly different personalities. While Gilbert denies the evidence, Sullivan takes it to heart, leaving on a grand tour of Europe, after announcing he's forsaking writing operettas altogether. Were it not for Gilbert's loving but taken-for-granted wife, Lucy (Lesley Manville, in a heartbreaking performance) dragging him to a Japanese exhibition, the team's classic, "The Mikado," would not have happened.

But then comes that moment of inspiration when Gilbert picks up a Japanese sword, and his imagination is set ablaze. Now Leigh subtly changes focus, offering us differing views of the trials and tribulations of mounting a theatrical production. Not since last year's "Shakespeare in Love" have such wonderful characters cavorted across a stage, showing us what a large role both romance and desperation play in the creation of a classic.

Well-known for his improvisational approach to writing and directing his movies, Leigh knows first-hand that there's much more to a work's creation than that bolt of inspiration. To highlight this truth, Leigh tackles the mounting of "The Mikado" from several perspectives: We see the actors with all their foibles and addictions. We become privy to the costume designer's own agenda. We watch the theater manager tally his financial woes.

All of these dynamic forces come to a head when Gilbert decides to cut "The Mikado's" big number. Spearheaded by Richard Temple (Timothy Spall), who performs it, the cast gangs up on Gilbert. Sensing an impending revolt, Gilbert backs down. We, of course, are left to ponder just how many other misguided, last-minute changes went unchallenged.

In scenes like this, Broadbent shines as William Schwenck Gilbert. While he may appear to be a tyrannical taskmaster, we know how terrified of failure he really is. Broadbent breathes life into Gilbert, giving us insight into the man time will forever ignore as an individual. His performance as the unshakable Gilbert is the edgy center of the film, which is not to slight Corduner's engaging turn as the expansive libertine Sullivan.

Beautifully mounted, "Topsy-Turvy" offers viewers a charming, entertaining mix of history, biography and comic opera. And, yes, dear moviegoers, I loved this movie. Despite its length (160 minutes!). Despite its opera house setting. Despite knowing only a few characters and few lyrics from Gilbert and Sullivan's amazing repertoire. Yes, "Topsy-Turvy" is culture, but be brave. Don't let a fear of the arts keep you from enjoying what may be Mike Leigh's finest film.

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