Overlooked Classic Movies: Topsy Turvy (1999)

David B Morris
13 min readApr 12, 2024

An Extraordinary Period Piece From The Last Director I Thought Capable of It When I First Saw It

Defer! Defer!

It was sometime in January of 2000. I was in my sophomore year of college but the night before there had been a blizzard and classes had been cancelled both for college and high school. By afternoon the roads were passable and my father convinced us that we should take in a movie in New York City.

My father is well-versed in the world of arts but he has never been well-versed in contemporary movies. In this case, he was making an exception because he had read in the times a review for a new motion picture called Topsy -Turvy, a film which told the story of how Gilbert and Sullivan came to make The Mikado, their most popular work. Even if the film had received the worst reviews from the Times (it had been an absolute rave) as I’ve mentioned in a different article Gilbert and Sullivan meant a great deal both to him and to our family, though by far I was the most devoted member to it. I wanted to see the film too, but going in I had doubts about that it would work because unlike my father, I knew quite a bit about the filmmaker.

As I’ve mentioned before I began to read Roger Ebert at an early age, entirely through his Video Guides. I was nowhere near able to see or appreciate the movies he loved but even at fifteen or sixteen I could read his passion about certain directors. That certainly came through about Mike Leigh. In his reviews he had raved about High Hopes and Life is Sweet both of which he had put on his top ten lists of the year. I don’t recall if Leigh’s next film Naked received a similar honor but by that point I was started to pay some attention to Critics groups and I knew that Leigh had won the Best Directors Prize at Cannes for it in 1993 and that David Thewlis had taken the Best Actor Prize. Thewlis also took the Best Actor prize from the New York Film Critics and National Society of Film Critics and in keeping with the grand tradition of the Oscars, received nothing from the Oscars.

So unlike most Americans I was well aware of who Mike Leigh was before 1996. Then Secrets and Lies debuted at Cannes and the rest of the world found out. Whether this is the best film Leigh ever made is up to the critics: Ebert was willing to consider it one of the greatest films of all time. But it was the film that put him on the map outside of Britain. The film took Best Picture at Cannes and Brenda Blethyn took Best Actress. The film dominated the critics groups prizes for much of 1996. It swept to Los Angeles Film Critics Awards, taking Best Picture, Director and Actress. It won Blethyn a Golden Globe for Best Actress in a Drama and won Best Foreign Film from the Independent Spirit Awards. The movie received five Oscar nomination and Leigh received his first Academy Award nominations for directing and original screenplay. (As I’ll reveal a little later, there’s a certain irony in not only that nomination but all the other ones he received since.) While the movie was shut out by the Oscars in 1997, given that it lost to either Fargo or The English Patient in every category it was nominated in, it’s hard even in hindsight to say the Oscars made the wrong call.

By now the way that Leigh writes his films is a matter of record, as he doesn’t write screenplays in the traditional sense. He starts by creating a group of characters for his films, then he casts the actors he wants to play them and then he and his actors improvise both their characters and scenes under his overall control. This kind of improvisation for art has been done by some other groups of filmmakers but almost always it is done in comedy. (Christopher Guest’s mockumentaries and Curb Your Enthusiasm are the most famous examples.) I don’t know of any other filmmaker who makes movies like Leigh does.

But all of Leigh’s previous films had been fictional. Gilbert and Sullivan as well as all of the characters at the Savoy, were real people. At the time, after seeing and loving the entire movie, I assumed that Leigh had abandoned his typical method of filmmaking and written a script. It was not until I read Roger Ebert’s rave of the film a couple of years later that I learned, in fact, Leigh had followed the exact same model for Topsy Turvy. And he has apparently done the same with the period pieces he has made since then: Vera Drake in 2004, in which Imelda Staunton played an abortionist in 1950s Britain, Mr. Turner, the 2014 film which told the story of one of Great Britain’s most famous landscape painter and his most recent film Peterloo, which told the story in which British forces attacked a peaceful pro-democracy rally. How he can use this process to tell the same kind of stories that he did in movies such as Happy-Go-Lucky and All Or Nothing is still baffling to me, but I can’t question the results certainly when it came to Topsy-Turvy. Even though I know the movie was created the same way, Leigh gets almost everything historically accurate the same way that, famously in 1999, docudramas like The Insider and The Hurricane were challenged for being inaccurate.

There is a difference in Topsy-Turvy then the lion’s share of Leigh’s work, which may make it an outlier. Most of Leigh’s movies, even the ones that are ostensibly comedies, have a dark edge to them that deal with the reality of London and working class. Leigh seems to have thrown away that darkness for lavishness and a clear devotion for the subject at hand. As Ebert wrote: Topsy-Turvy “shows a man gloriously in love with the theater”. And it is clear Leigh holds everything Gilbert and Sullivan as a cherished institution in a way he doesn’t hold both British institutions.

But how can one not feel that way about Gilbert & Sullivan? When one hears ‘A Modern Major General’ or ‘He is An Englishman’, how can your heart not soar at the level of creativity involved? The great composers from George Gershwin to Cole Porter to Irving Berlin and Rodgers and Hammerstein took their notes from then. Then their successors, such as Bernstein, Sondheim and Jerry Herman did the same, and Andrew Lloyd Weber followed. It’s impossible to imagine Hamilton existed without the influence of Gilbert and Sullivan, which is an irony they themselves could appreciate.

There is, of course, strife in the plot of Topsy-Turvy but it’s not about working class values but rather creativity, how it effects partnerships and how it can lead to great art even despite it. I think that’s why Leigh chose to make the movie about The Mikado because Gilbert and Sullivan made some of the greatest collaborations in 19th century art and famously could barely stand each other.

The film opens with the debut of Princess Ida. Gilbert is tense about the whole thing and has the tendencies of a martinet. Sullivan is suffering from poor health and has to work to be led into the orchestra pit. (He famously conducted many of the opening night performances.) We hear the overture; we see some of the opening. And then we cut to the day’s after.

Anyone who is a Savoyard knows that Princess Ida is the least favorite work of any true fan. Here we get to see Gilbert read not only the poor reviews but see the box office and learn that even his dentist didn’t like it. The show doesn’t have a long run and everyone wants them to move on to the next show.

Gilbert (this was the first time I ever remember seeing Jim Broadbent onscreen) recites his next plot to Sullivan and it involves a magic potion. Sullivan (Allan Corduner) says: “Your last work involved a magic lozenge. Before that, it was a magic orange.” Gilbert doesn’t miss a beat: “In this, it is a magic potion.” “Oh you and your world of topsy-turvy” Sullivan says.

Anyone who knows Gilbert and Sullivan’s history knows this was an old and unending quarrel. Sullivan spent his entire career wanted to do ‘serious work’. This is a complaint that has lingered from Tom Hanks to Steven Spielberg and every music artist who wants to crossover into film. For Sullivan, it has a deeper meaning: he wants to write the kinds of grand opera that the rest of Europe loves and he thinks the brilliant, popular works that he has been writing for over a decade are beneath him. Gilbert knows this too.

This operetta not only does not come to pass but it’s clear in many of the scenes that follow that for once the gulf seems impregnable. D’Oyly Carte himself (Ron Cook) is called into the mediate and even the people who provide the money can’t get them to word together. The most famous — and more important — successful musical act in London seems doomed to perish.

Then one day Gilbert attends an exhibition of Japan in a London suburb. He watches the women in kimonos perform, he sees the swords and pageantry. He buys a samurai sword and we see him play with it, speaking pigeon Japanese. Then the sword falls on the desk. And we see inspiration strike. The movie intercuts many of the actual songs from The Mikado on stage: so we see what would later become one of the greatest numbers in their entire repertoire: “Behold the Lord High Executioner.” I have to say it took me some effort to stop myself from singing along in the theater. (I do it every time I see the film on cable.)

We cut to Gilbert reading to Sullivan: “The Mikado, or The Town of Titipu’ Sullivan is laughing in genuine respect. Gilbert reads much of the libretto to us. (Gilbert not only wrote the lyrics for all of the songs but the book as well; Sullivan was the composer of the music.) The film then follows the show basically as it moves through the readings to the rehearsal to the stage. And as we move forward we meet certain people who, those of us who are well versed in Gilbert & Sullivan history, know pretty well.

There is Durward Lely, the arrogant tenor who was the romantic lead and is complaining his costume of Nanki-Poo is going to leave him exposed. There is George Grossmith (Martin Savage) who is cast in the role of Ko-Ko, the comic lead who creates iconic characters but frequently needs to take drugs to get through his performances. There is Helen Lenoir, the original Yum-Yum, working her way through the romantic songs that we are fond of. The film concludes with her saying both the lead in to and the song: “The Sun and I.” And there is Richard Temple, the original Emperor of Japan, who must endure the fact that his big song is ordered to be cut by Gilbert before opening night. The chorus more or less revolts and says the song should be included, and thank God, I can’t imagine a world without: ‘My Object All Sublime”

Most of the rehearsal features Gilbert more than Sullivan, which is also accurate. Gilbert led almost all of the readings and controlled every aspect of the production. In some cases, he did so as a martinet: the female and male members of the chorus were forced to have their dressing rooms on opposite sides of the theater and the female members of the cast were not supposed to have relationships with the males. This may seem harsh to today’s audiences, but it’s worth noting the horrible reputation that all performers had in the 19th century. It may be bad today, but back then female actresses were considered little more than prostitutes and the actors barely ruffians. Gilbert did perform a great public service in that regard.

We also get to see how he insists on accuracy in the idea of creating a Japanese atmosphere. He insists that the dancing in Three Little Maids is to much like English comedy and has Japanese performers do a version he finds more satisfactory, much to the objection of his choreographer. He does the same with the costuming, to the objection of the actors, and he takes the appearance of the drill sergeant in readings.

One of the high points of the film comes when Gilbert is leading the rehearsal of a scene involving Ko-Ko, Pitti-Sing and Pooh-Bah. Fans of The Mikado will know the scene I’m discussing, but the great joy of Leigh is that the non-fans can pick up on it. As they rehearse the scene, Gilbert points out to Grossmith: “Mr. Grossmith, you are under sentence of death ‘by something lingering, either boiling oil or melted lead.’ Kindly bear that in mind.” The scene that follows is extremely funny and serious and has jokes that the true Savoyard will appreciate. Noticing the absence of two characters from the scene, Grossmith chants: “Appear! Appear! Appear!”

Broadbent’s performance is one of the best in his long career as he plays with the story of a man forever put upon for creativity. Comedy may be harder than dying but you can tell watching Gilbert he makes sure that the process of creating may make his cast long for the latter:

Durward Lely: “May I draw your attention to the fact that I am not a Japanese peasant?”

Gilbert: “No you are a Scotch Actor who is taking the part of a Japanese prince who is posing as an itinerant minstrel.”

At another point in rehearsal:

“Your performances were, on the whole, promising, which is more than can be said, alas, for the sliding doors. One of which might have thought it was in Japan, but the other was apparently stubbornly laboring on the misapprehension that it was on holiday in Yorkshire.”

And to Lely:

“Unfortunately your avocation as an actor, compels you to endure the most ignominious indignities, to which Grossmith will doubtless testify.”

Grossmith: “Without question sir.”

And when Lely is asked to remove his corset:

“I never perform without my corset.

Gilbert: “What, never?”

(Another inside baseball joke.)

There are also senses of the new world that is coming to the empire. Sullivan is seen in awe of a ‘reservoir pen that contains its own ink’. The Savoy is equipped with electricity and has a working telephone which Gilbert uses to learn the revenue. Sullivan and his longtime companion Fanny Ronalds discuss that the Churchills are returning to London.

Sullivan: “Forgiven, but not forgotten.”

Fanny: “I do hope so. Jenny says Winston is eleven, covered in freckles and has a total disdain for authority.”

Underlying much of Topsy-Turvy are vastly divergent lives of Gilbert and Sullivan. Gilbert’s family life is messy and his marriage to Kitty (Lesley Manville a Leigh standard) is not supportive. Near the end of the film she suggests the plot of the next opera and goes into darker territory that reveals so much of the problem of their marriage. When The Mikado opens to acclaim Gilbert says: “There’s something inherently disappointing about success” and you get the feeling of something of the perfectionist about him. Sullivan, who spends much of his life with Fanny, even though they can never marry, seems more content at the end of the opera than Gilbert is. Gilbert is already thinking of the next show. Sullivan is fine in one place.

And the peace they made never entirely resolved. They managed to create five more operas together, but by the time of The Gondoliers they could not even speak to each any more. The last two works they made are considered by far their worst and all but the die-hard completists avoid them. But like many creative partnerships, they knew that as much as they could not work together, they couldn’t work apart. In a Sherlock Holmes pastiches that takes place in 1890s London, Sherlock Holmes finds himself at the Savoy at the time The Grand Duke is about to open. In the course of the interview Sullivan acknowledges how strained their relationship is:

“The ironic truth is we can not function apart. Oh, I grant you ‘The Lost Chord’ and ‘The Golden Legend (works Sullivan did on his own; we hear the former performed in the film) but when all is said and done, I have the hideous knowledge that my forte is The Mikado and others of that ilk.”

Holmes, before he departs tells Sullivan, that he saw Ivanhoe, which was Sullivan’s one forte into the kind of grand opera he longs to do in Topsy-Turvy. Holmes tells Sullivan: “I quite liked it.” Sullivan’s response is part of the record: “That’s more than I did.” Sullivan has doubts that his works at the Savoy will be remembered but he would be reassured that they still are.

The critics liked Topsy-Turvy a lot. The movie took the prizes for Best Picture and Director from both the New York Film Critics and The National Society of Film Critics, though in the latter case it shared the Best Picture prize with Being John Malkovich. But that love didn’t translate the same way to the Oscars, the film was not nominated for either prize by them though it did receive four other nominations, including one for Best Screenplay. The movie did win Best Costume Design and Makeup, which one can hardly argue against.

Based on the rules of the Oscars in 1999, which capped the nominations at five, I don’t think I would have been by first or second choices for films that were robbed of Best Picture nominations that year. Those were Being John Malkovich and The Talented Mr. Ripley. Had the nominations been expanded to ten, it would have deserved to be included along with the two films I mentioned as well as Magnolia and Election. (As has been said for a while, 1999 was a good year for movies.)

But even the movies I’ve just listed rarely give me as much pleasure as seeing Topsy-Turvy when it reappears on cable. Many of the movies I have mentioned in this subject touch me on a personal level beyond the brilliance of the acting, writing and everything else that makes a great film. Topsy-Turvy does the same thing. This may be the most atypical film Leigh ever made in that there is a sense of joy about it that even his comedies such as Happy-Go-Lucky seem to lack at a level. In most of his movies, he’s in love with the characters but in this movie he’s also in love with the subject and it shows.

A Final Note: In the current season of Alert, the most recent edition to the forensic staff of the MPU is a true Gilbert and Sullivan fan. She sings from Iolanthe and listens to Pirates of Penzance. Her colleagues like her but they have trouble understanding that she’s ‘so into show tunes’




David B Morris

After years of laboring for love in my blog on TV, I have decided to expand my horizons by blogging about my great love to a new and hopefully wider field.