PHIL TO THE BRIM WITH GIRLISH GLEE.

Well, I finally accomplished something that had been lingering on my "To Do" List for about three-and-a-half years: I watched Mike Leigh’s "Topsy-Turvy." (1999) A magnificent film, totally worth the wait.

In case you never heard of him, Leigh directed such acclaimed flicks as "Naked," (1991) "Secrets and Lies," (1996) and "Career Girls." (1998) While the protagonists of his films are often working-class English people, they find themselves in situations that scream, "Only in the movies." In his best flick, "Secrets and Lies," a middle-aged white woman who works in a factory is reunited with the daughter she gave up for adoption. The daughter, now in her twenties, turns out to be black, which is a complete shock to her mother.

While that plotline might sound outrageous enough for Pedro Almodovar (Or a Steve Martin comedy), in Leigh’s hands, it serves as a jumping-off point for profoundly human drama, which is always firmly grounded in realism. In "Secrets and Lies," the existence of a black daughter isn’t the least bit of a scandal for the middle-aged white woman. On the contrary, since her other daughter is grown up, and in the process of leaving the nest, the discovery is a life preserver that the mother eagerly grabs onto.

No matter how outrageous the scenario ("Career Girls" gives us enough contrived coincidences to make Tom Tykver protest), Leigh’s films work because he focuses on the human side of the story. For him, it’s the characters first, with the ensuing drama emerging organically from them.

"Topsy-Turvy" tells of the falling-out between British operatic giants William Gilbert and Arthur Sullivan. This dissolution precedes their coming back together to write and compose "The Mikado," which is considered one of their most enduring works. Those two sentences encompass the entire plot of "Topsy-Turvy;" the film’s enormous entertainment value, however, stems from everything in-between (Like hearing Gilbert's witty rhymes coupled with Sullivan's giddy symphonies.)

Watching "Topsy-Turvy," I was reminded of an Altman movie; there is a large ensemble cast, which includes Gilbert, Sullivan, the many actors and singers of the Savoy Theater, the managers of the Savoy, Gilbert’s wife and parents, Sullivan’s girlfriend, etc. All characters are sharply defined, and the movie gives each of them room to breathe and exist. Plot mechanisms are secondary. The real fun is coming to an understanding of everyone’s personalities early on, then watching as they mingle, clash, and react.

Leigh has an amazing eye for detail, and while the characters may be static (Like an Altman movie), the 1885 London setting comes to life before our eyes. Whether we are watching Gilbert negotiate an early version of the telephone, or a young Scottish actor protest the absence of a girdle in his Japanese costume, we always get the feeling that this is how people living at the time would behave.

Part of the effect, no doubt, is derived from the naturalistic performance of the actors. Leigh’s well-documented style, derived from his stage background, involves getting his actors to "become" the characters they are playing, then rehearsing heavily and allowing them to improvise. Leigh writes the ensuing dialogue based on these sessions. "Topsy-Turvy" is incredibly verbose, almost excessively wordy, but there’s not a single lazy, tossed-off line anywhere.

For anyone who saw "Shakespeare in Love" and concluded that an actors’ life must be nothing but fun and glory, Leigh’s movie is the right antidote. It presents the theater as a microcosm of drudgery, hard work, bad pay, and necessary drug addiction. These Savoy blokes are as working-class desperate as the gents in other Leigh films. One gets the feeling that many of the characters, if they were to displease the head writer badly enough to get kicked out of their current post, would probably have little recourse besides factory work or prostitution.

And it’s very tough to keep William Gilbert, notorious perfectionist and impulsive revisionist, happy. One of the best scenes in the film involves a non-dress rehearsal for a scene of "The Mikado." The actors do their best, but Gilbert seems to have a snide comment at the ready for every line recited. The scene goes on for a very long time, but there's so much intricate choreography and interplay amongst the characters that you wish it went on even longer. It probably would have been shredded if anyone but Mike Leigh had directed "Topsy-Turvy," so it’s a good thing he’s at the helm.