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Twelfth Night or What You Will (1996)

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Shakespeare's comedy of gender confusion, in which a girl disguises herself as a man to be near the count she adores, only to be pursued by the woman he loves.



(by), (screenplay)
1 win & 2 nominations. See more awards »



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Cast overview, first billed only:
Sidney Livingstone ...
Captain (as Sid Livingstone)
James Walker ...
Alan Mitchell ...
First Officer


Brother and sister Viola and Sebastian, who are not only very close but look a great deal alike, are in a shipwreck, and both think the other dead. When she lands in a foreign country, Viola dresses as her brother and adopts the name Cesario, becoming a trusted friend and confidante to the Count Orsino. Orsino is madly in love with the lady Olivia, who is in mourning due to her brother's recent death, which she uses as an excuse to avoid seeing the count, whom she does not love. He sends Cesario to do his wooing, and Olivia falls in love with the disguised maiden. Things get more complicated in this bittersweet Shakespeare comedy when a moronic nobleman, Sir Andrew Aguecheek, and a self-important servant, Malvolio, get caught up in the schemes of Olivia's uncle, the obese, alcoholic Sir Toby, who leads each to believe Olivia loves him. As well, Sebastian surfaces in the area, and of course there is Feste, the wise fool, around to keep everything in perspective and to marvel, like we ... Written by Gary Dickerson <slug@mail.utexas.edu>

Plot Summary | Add Synopsis


Before Priscilla crossed the desert, Wong Foo met Julie Newmar, and the Birdcage was unlocked, there was... See more »


Comedy | Drama | Romance

Motion Picture Rating (MPAA)

Rated PG for mild thematic elements | See all certifications »

Parents Guide:




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Release Date:

25 October 1996 (USA)  »

Also Known As:

Twelfth Night  »

Filming Locations:



Box Office


$5,000,000 (estimated)

Opening Weekend USA:

$33,451, 27 October 1996, Limited Release

Gross USA:

$551,545, 22 December 1996
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Company Credits

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Technical Specs


Sound Mix:




Aspect Ratio:

1.85 : 1
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Did You Know?


The film cast includes one Oscar winner: Ben Kingsley; and three Oscar nominees: Nigel Hawthorne, Helena Bonham Carter and Imelda Staunton. See more »


Feste's guitar playing for Cesario (Viola) and Orsino does not match up with the soundtrack. See more »


Malvolio: I'll be revenged on the whole pack of you.
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Version of Drama: Macbeth by Shakespeare (1977) See more »


O Mistress Mine
Music by Shaun Davey
Words by William Shakespeare
Sung by Ben Kingsley
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User Reviews

A beautiful adaptation
5 December 1998 | by See all my reviews

Trevor Nunn's beautifully photographed and acted, deftly written film is one of the most enjoyable adaptations of a Shakespeare play ever made. Helena Bonham Carter is pitch perfect as the beautiful Olivia, who in "deep mourning" for her dead brother, falls in love with Cesario (who happens to be a woman named Viola dressed up as a man, wonderfully played by Imogen Stubbs, the only actress I've ever seen able to create both a charming Viola and a totally believable Cesario), meanwhile Viola falls for the Duke of fictional Illyria (the exquisite Toby Stephens) who is desperately in love with the Lady Olivia. Meanwhile, Viola's lost twin brother (Steven Mackintosh of "Gentlemen Don't Eat Poets", excellent again here) winds up in Illyria and adds to the confusion. Wonderful, layered support comes from Ben Kingsley playing Feste, Olivia's fool. The only flaw, perhaps, is the few minutes before the conclusion when everything seems to be coated with a thick gloss of sugar; the film comes through this unscathed. Trevor Nunn comes through with an exquisite Shakespeare film adaptation (which is a do or die task). A great showcase for the heavenly cast featuring some of the best performances ever by Bonham Carter (save "Wings of the Dove"), Kingsley (in his best supporting turn ever), novice Stubbs, and Stephens. A very worthwhile effort. Rent it, you won't be let down.

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