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Twelfth Night or What You Will (1996)

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)
James Walker ...
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


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


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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?


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


During one of the final scenes, when Malvolio reenters, it can be seen that his left shoe is missing. However, as he is walking up the stairs, you can clearly hear both heels clicking on the steps. See more »


Orsino: Make no compare Between that love a woman can bear me And that I owe Olivia.
Cesario: Ay, but I know...
Cesario: What dost thou know?
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Orsino: And what's her history?
Cesario: A blank, my lord. She never told her love, But let concealment, like a worm i' th' bud, Feed on her damask cheek. She pin'd in thought; And, with a green and yellow ...
See more »


Version of Lady Macbeth von Mzensk (1992) See more »


Heigh-Ho, The Wind and the Rain
Music by Shaun Davey
Words by William Shakespeare
Sung by Ben Kingsley
See more »

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User Reviews

New Insights into a Great Play
8 January 2016 | by (Tunbridge Wells, England) – See all my reviews

At one time adaptors of Shakespeare for the cinema trended to concentrate more on his tragedies and history plays rather than his comedies. The 1990s, however, saw two very fine adaptations of Shakespearean comedies, Kenneth Branagh's "Much Ado about Nothing" and Trevor Nunn's "Twelfth Night".

"Twelfth Night" is another name for the Feast of the Epiphany, January 6th, and the action of the play is supposed to take place around that date. Nunn, however, did not shoot this film in winter but in autumn; filming actually took place in November, but the crew were mostly lucky with the weather and the look of the countryside might suggest late September or early October. Although the setting is still officially "Illyria", an old name for Croatia, Nunn effectively updates the action to Victorian England. The film was shot on location in Cornwall, with St Michael's Mount standing in for Orsino's palace and Lanhydrock for Olivia's mansion.

Unlike his contemporary Marlowe in "Edward II", Shakespeare never dealt directly with the subject of homosexuality, but "Twelfth Night" is perhaps the play in which he came closest to dealing with it by implication. The plot revolves around a curious love-triangle, A loves B, who loves C, who loves A. Orsino, Duke of Illyria, is in love with the beautiful countess Olivia. She, however, has no interest in Orsino, but has fallen for "Cesario", the handsome young man whom Orsino uses as his go-between. Unknown to both Orsino and Olivia, however, the supposed "Cesario" is really a disguised woman, Viola- who has fallen in love with her employer. An extra complication- and a possible solution to the problem- arises when Viola's identical twin brother Sebastian, whom she previously believed to be dead, arrives on the scene. (Yes, I know that in reality you cannot have identical opposite-sex twins, but Shakespearean comedies are not noted for their strict realism).

The lesbian overtones to the Olivia/Viola relationship would probably have been rather muted in Shakespeare's day when all female roles would have been played by boys, but here Helena Bonham-Carter and Imogen Stubbs (the director's wife) make the most of them. Even with the assistance of a quasi-military uniform and a false moustache, the lovely Imogen never looks particularly masculine, so there is an implication that Olivia has fallen for someone she consciously believes to be male but subconsciously knows to be female. The gay overtones to the relationship between Toby Stephens' Orsino and "Cesario", and to that between Sebastian and Antonio, the sea-captain who has befriended him, are perhaps even stronger. Certainly, Orsino's conversations with "Cesario" seem remarkably intimate if he really does believe his young companion to be male.

Along with the likes of "Much Ado…" and "As You Like It", "Twelfth Night" is sometimes described as a "joyous" comedy in contradistinction to more "problematic" comedies like "Measure for Measure" and "All's Well that Ends Well". It does, however, have its darker side; several characters, for example, have recently suffered bereavement, or believe themselves to have done so, and this production tends to stress the darkness underlying the play. The autumnal setting contributes to this feeling, as does the fact that most of the characters are seen dressed in black.

The dark overtones are particularly pronounced in the sub-plot involving Olivia's steward, Malvolio. He is sometimes played simply as a narrow- minded Puritan and his adversary Sir Toby as a jovial, lovable old man whose only concern is to have his "cakes and ale". For Nunn, however, matters are not so simple. Nigel Hawthorne's Malvolio- the one character for whom there is no happy ending- is an essentially tragic figure, a dignified and dedicated servant who is tricked into making a fool of himself by a gang of people who have taken an irrational dislike to him. His name is derived from the Italian for "ill will", yet its significance here may be that Malvolio is not so much the perpetrator of malice as the victim of the malice of others.

There is an excellent performance from Mel Smith, better known as a television comedian, as Sir Toby. Smith brings out both the nastiness and the sadness which lie at the heart of his character. Sir Toby is a man of wealth and noble family (he is Olivia's uncle) who has spent his whole life in feasting, drinking and womanising and who has a fondness for cruel practical jokes; besides his tricking of Malvolio he dupes his friend Andrew Aguecheek and "Cesario" into fighting a duel. (Both acquit themselves surprisingly well, given that one is really a woman and the other an arrant coward). Yet there is also an implied sadness about Smith's characterisation; Toby knows that his life has been a wasted one, but feels that it is too late to amend.

Besides Hawthorne and Smith there are too many good contributions to single them all out individually. I must, however, mention Stubbs, who is able to suggest both a male persona and the underlying woman, and Ben Kingsley as Olivia's jester Feste, whom he plays less as a clown than as a sardonic old philosopher, an eccentric but also a man gifted with penetrating insights into human life.

"Twelfth Night" is one of Shakespeare's best-known comedies, and like all well-known Shakespeare plays it has become very familiar in the theatre. A good director, however, whether in the theatre or on screen, will always be able to find something new to say about it, and that is what Nunn has done here. He and his cast have found new insights into this great play, enabling us to see it with new eyes. An excellent production. 9/10

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