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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.



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


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


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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:

$33,451 (USA) (25 October 1996)


$551,545 (USA) (20 December 1996)

Company Credits

Show detailed on  »

Technical Specs


Sound Mix:




Aspect Ratio:

1.85 : 1
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Did You Know?


In Twelfth Night, the character of Orsino is several years older than Viola. However, at the time of the film's release, Imogen Stubbs (Viola) was 35; 8 years older than Toby Stephens (Orsino), who was 27. See more »


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


Duke Orsino: If this be so, as yet the glass seems true, I shall have share in this most happy wreck.
Duke Orsino: [to Viola/Cesario]
Duke Orsino: Boy, thou hast said to me a thousand times thou never shouldst love woman like to me.
Viola: And all those sayings will I overswear.
Duke Orsino: Give me thy hand. Your master quits you; and for your service done him, so much against the mettle of your sex, here is my hand. You shall from this time be your master's mistress.
See more »


Version of Twelfth Night (1957) See more »


O Mistress Mine
Music by Shaun Davey
Words by William Shakespeare
Sung by Ben Kingsley
See more »

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User Reviews

One of the best interpretations of Shakespeare
2 May 2005 | by (Vancouver, B.C.) – See all my reviews

In Illyria, Orsino (Toby Stephens), a nobleman, is saddened because he cannot have the love of Lady Olivia (Helena Bonham-Carter) who is mourning the loss of her brother. Meanwhile, twins Sebastian (Stephen Mackintosh) and Viola (Imogen Stubbs) both survive a terrible shipwreck off the coast, but each thinks the other has died. Viola takes the guise of a man and goes to work in the household of the nobleman, falling in love with Duke Orsino. Meanwhile Olivia is taken with Viola who calls herself Cesario. This is the premise of one of William Shakespeare's most appealing comedies, Twelfth Night: Or What You Will, updated from Elizabethan England to late 19th century and brought to life by director Trevor Nunn. It is one of the best interpretations of Shakespeare that I have seen on film.

Reminiscent of other Shakespearean cross-dressing comedies such as As You Like It, Twelfth Night is mostly about the ins and outs of romantic love but it is also about pride, "overweening ambition", disguises, and mistaken identities. The play contains some of Shakespeare's most memorable characters: Sir Toby Belch (Mel Smith), Olivia's drunken uncle, his friend Sir Andrew Aguecheek (Richard E. Grant) who is also trying to court Olivia, Olivia's gentlewoman Maria (Imelda Staunton), Feste (Ben Kingsley), the house clown, and Malvolio (Nigel Hawthorne) the prudish steward. Nunn has assembled a cast that more than does justice to the play. Imogen Stubbs as Viola actually looks like a handsome young man and has a sense of purity and innocence that makes her instantly likable. Helena Bonham Carter brings warmth to the character of Olivia who like Orsino seems to be in love with the idea of love not the reality. Some have noticed a similarity between the character of Olivia and Queen Elizabeth and interestingly, Olivia is addressed by Feste as "madonna", the only time the word is used in all of Shakespeare, perhaps a wry comment about the myth of the Virgin Queen.

The main story involves a love triangle between Orsinio, Viola, and Olivia but the minor characters have more than ample time on stage. Malvolio is both a comic and a tragic figure, said to caricature Sir Christopher Hatton, a courtier, romantic pursuer of the Queen and rival of the Earl of Oxford. Hatton was so fawning Elizabeth called him her "sheep" or "mutton" and this allusion is present early in the play as Malvolio is called a "rascally sheep-biter", harking back to Hatton's letter assuring Elizabeth that "The sheep hath no tooth to bite while the Boar's (Oxford) tusk doth raze and tear." Malvolio is a puritan who rails against people having fun, a trait that earns him the enmity of Sir Toby and Maria. To strike back, Maria engineers a joke on Malvolio. She forges a love letter supposedly from Olivia telling him that if he wants her to notice him, he should dress in yellow stockings and crossed garters and, as he woos Olivia dressed in his strange attire, Malvolio cuts a ridiculous figure (incidentally this is the same costume worn by Henry VIII when he danced with Anne Boleyn, Queen Elizabeth's mother, at a masked ball, before he had her beheaded for adultery).

While there are many great performances, the star for me is Ben Kingsley who is totally convincing as Feste, a fool but a knowing one who functions as an objective commentator of the scene around him, exuding an air of righteous superiority. His portrayal of the priest Sir Topas who interrogates Malvolio in a darkened room has overtones of the 1581 trial and execution of Edmund Campion, a Jesuit priest who was executed by the English government in 1581. In his speech of less than fifty words, which appears to resemble nothing but nonsense, there are no less than five phrases which refer directly to Edmund Campion and his 1580-81 mission to England.

Richard Desper has pointed out that the mock trial scene works as a parody of the government persecution of Catholic martyrs. "The playwright," he writes, "demonstrates for us a world turned upside down, with clowns passing themselves off as men of learning, while men of learning …are pressed to deny what they believe to be true to serve political ends." The ending is too delightful to give anything away but it reminded me of the Ingmar Bergman comedy Smiles of a Summer Night, where mismatched couples get together at a summer cottage to sort everything out. Malvolio is pitiable in trying to redeem a shred of dignity but we feel for him when he exits saying, "I shall be revenged on the whole pack of you". As he leaves, he is the only person suffering in a sea of happy faces, those on screen as well as those at home.

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