A movie like Topsy-Turvy is a refreshing and enjoyable experience, especially after such less than stellar outings as Illuminata and the more recent Cradle Will Rock. All of these films deal with staging some sort of play, but none does it as well as Topsy-Turvy. The film is about Gilbert and Sullivan, the pair behind HMS Pinafore and thirteen other comic operas. Here, they are at the lowest point in their creative careers. Director and writer Mike Leigh (Secrets and Lies, Career Girls) chronicles their almost falling out, then the inspiration and production of their best success, The Mikado.

Topsy Turvy opens in 1884, at the opening of the Gilbert and Sullivan Princess Ida. William Gilbert (Jim Broadbent, Little Voice, Moulin Rouge) is greatly disappointed in the mediocre reviews for the opera. Arthur Sullivan (Allan Corduner, The Imposters, Joe Gould's Secret) is at a creative impasse. He is tired of writing what he feels is fluff, and would rather concentrate on work that is more serious. Sullivan rejects Gilbert's new idea for an opera, calling it a rehash of older plays. To Sullivan, Gilbert has peaked, and is now recycling older plots into new operas. Gilbert visits an exhibition of Japanese culture, and the idea for Mikado slowly begins to form. The Mikado serves as a renewal for both Gilbert and Sullivan's creative energy, which Mike Leigh deftly conveys to the viewer.

Leigh not only directs a film, he also stages three musicals. Portions of Princess Ida, The Sorcerer, and numerous numbers from The Mikado were staged for the film. The elements necessary to stage an opera are shown in great detail. These scenes work because Leigh has extensive experience in theater. The costumes and sets are gorgeous, and the singing is wonderful. Leigh shows fascinating scenes of Gilbert rehearsing actors (so Leigh was directing Broadbent to direct actors), Sullivan with the orchestra, and other often-ignored scenes like costuming, and scoring. Broadbent is great as the towering, loud Gilbert, and the expression on his face when the initial idea forms is priceless. The large weakness of Topsy-Turvy is the length. Before The Mikado, the story dwells on the widening rift between Gilbert and Sullivan, and things move slowly and nothing much happens. The first part of the movie focuses mainly on Sullivan, who is suffering from kidney stones and goes to Europe to vacation. There are many supporting characters, but the only ones that stick out are Richard Carte (Ron Cook, Secrets and Lies), manager of the Savoy Theater, and Leonora Braham (Shirley Henderson, Rob Roy, Trainspotting), the leading soprano. The others are stuck with minimal screen time. Aside from the first part of the film, Topsy-Turvy is an interesting behind-the-scenes look at two renowned historical figures.