The lives and work of English composers W.S. Gilbert and Arthur Sullivan get a full, sumptuous treatment in "Topsy Turvy," a new film by Mike Leight ("Secrets and Lies," "Naked"). The two-hour-and-forty-minute movie, which features fully staged numbers from many of Gilbert and Sullivan's operettas, opens on Dec. 17.

Though Leigh spotlights selections from Princess Ida and The Sorcerer, the film's screenplay primarily addresses the creation of The Mikado, one of the composing teams best known works. As the film opens, Sullivan is spent and dispirited and wishes to leave behind the "burlesques" he writes with Gilbert and devote himself to serious opera. After Sullivan rejects Gilbert's latest libretto, the two seem near a split. Gilbert rebounds, however, penning the story to The Mikado after surveying a London exhibition of Japanese culture.

Leigh, who has written many plays (Ecstacy), draws on his considerable knowledge of the stage in depicting The Mikado's long rehearsal process and the many backstage scenes which accompany it. The film also boasts nearly a dozen opulently-staged musical numbers, set in London's Savoy Theatre.

The two composers are presented as a study in contrasts. William Schwenck Gilbert is a proper, though complex, Victorian Englishman -- repressed yet creative, confident yet self-deprecating, stern yet the author of sublimely silly lyrics. Sullivan, meanwhile, is nearly a hedonist, drinking and visiting brothels, spending his health in vivacious pursuit of life.

Alan Corduner, who plays Sullivan, is currently starring in an Off- Broadway production of Michael Weller's The Heart of Art. Jim Broadbent won the best actor award at the Venice Film Festival for his portrayal of Gilbert. Topsy Turvy is presented by October Films, in association with Thin Man Films Limited/The Greenlight Fund/Newmarket Capital Group. Simon Channing-Williams produces.

--By Robert Simonson