Twelfth Night: Or What You Will (1996 film)

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This article is about Trevor Nunn's film. For Shakespeare's play, see Twelfth Night. For other uses, see Twelfth Night (disambiguation).
Twelfth Night: Or What You Will
Twelfth Night- Or What You Will FilmPoster.jpeg
Film poster
Directed by Trevor Nunn
Produced by Stephen Evans
David Parfitt
Screenplay by Trevor Nunn
Based on Twelfth Night 
by William Shakespeare
Starring Imogen Stubbs
Steven Mackintosh
Nicholas Farrell
Ben Kingsley
Helena Bonham Carter
Nigel Hawthorne
Mel Smith
Imelda Staunton
Toby Stephens
Richard E. Grant
Narrated by Ben Kingsley
Music by Shaun Davey
Cinematography Clive Tickner
Edited by Peter Boyle
Distributed by Fine Line Features
Release dates
  • 25 October 1996 (1996-10-25)
Running time
134 minutes
Country United Kingdom
Language English
Budget US$5 million
Box office US$588,621

Twelfth Night or What You Will is a 1996 British film adaptation of William Shakespeare's play, directed by Trevor Nunn and featuring an all-star cast. The adaptation is given a northern Central European feel, set in the late 19th century, with Orsino and his followers shown wearing Czapka headgear, often associated with Prussian or Polish army officers of the time. It was filmed on location in Cornwall including scenes shot at Padstow and Lanhydrock House, Bodmin.


Viola (Imogen Stubbs) and Sebastian (Steven Mackintosh) are young twins who, on Twelfth Night (holiday) are performing on a ship and use their likeness to tease their audiences. During their journey, they are caught in a storm, shipwrecked and separated. Viola and other survivors end up on the shore of Illyria. A devastated Viola believes her brother dead. She later takes his appearance to join the court of the local Duke Orsino (Toby Stephens). The young woman has her long, beautiful hair cut by the sailor, conceals her breasts, and dresses like a young man. After that, Viola becomes a page, using the name "Cesario".

Orsino is madly infatuated by Countess Olivia (Helena Bonham Carter), who is in mourning due to her brother's recent death. She uses the tragedy as an excuse to avoid seeing the Duke, whom she does not love. He sends "Cesario" to do his wooing and Olivia falls in love with the messenger, unaware of "Cesario"'s real gender. Realising Olivia's feelings for her alter ego, Viola is caught in even more of quandary in that she is in love with Orsino.

Meanwhile, elements of Olivia's household plot against her pompous steward Malvolio (Nigel Hawthorne) by tricking him into believing that Olivia loves him. (Malvolio even wears a toupée to appear younger than he is.) His attempts to woo her, however, are met with bewilderment by Olivia who has him committed, where he is subjected to further humiliations by Maria (Imelda Staunton), Feste (Ben Kingsley) and Sir Toby Belch (Mel Smith).

Sir Toby, Olivia's uncle and a notorious drunk, is also trying to encourage his friend, the idiotic Sir Andrew Aguecheek (Richard E. Grant) to court Olivia, but she purposely ignores him. Sir Toby pushes Sir Andrew into challenging "Cesario" to a duel, which goes very badly for Aguecheek.

Furthermore, Viola's twin, Sebastian, has in fact survived the wreck and has also arrived in Illyria, accompanied by Antonio (Nicholas Farrell), who saved him from drowning. Antonio, who has "many enemies in Orsino's court", is forced to flee when he is recognised and comes across "Cesario", whom he mistakes for Sebastian, and is outraged when "Cesario" fails to help him out.

Arriving at her estate, Sebastian meets Olivia, who, mistaking him for "Cesario", talks him into marrying her. When he learns of this, Orsino is furious and dismisses his page, whom he had made a friend and confidante. However, the matter is soon cleared up when Sebastian and "Cesario" come face-to-face and the latter reveals her real nature and identity of Viola. Orsino marries Viola.

The film ends with both couples holding a party to celebrate their marriages, while the supporting players, including the humiliated Sir Andrew and Malvolio, leave the estate with their heads held high and Feste sings his song, "The Wind and the Rain".



For purposes of length, Shakespeare's original script was subjected to considerable cuts. Extra dialogue was added at the beginning with Feste narrating the events surrounding the shipwreck and the separation of the twins and of a conflict between Viola's native country and Orsino's.

Viola and the other survivors hail from Messaline and when they end up in Illyria they are forced to hide and live like fugitives since "Messaline with this country is at war" over some trading disputes: the Captain (Sydney Livingstone) mentions "The war between the merchants here and ours" while hiding in the cave from Orsino and his men. In the original play the Captain claims to have been "bred and born not three hours' travel from" where they got washed ashore.

The conflict is not mentioned again in the film (though it could be connected to Antonio's past as "Orsino's enemy"), and the Captain appears openly at the party at the end where he is embraced by Viola.


Critical response[edit]

Twelfth Night: Or What You Will received generally positive reviews from film critics. Review aggregate Rotten Tomatoes reports that 70% of critics have given the film a positive review based on 30 reviews, with an average score of 6.8/10.[1] Online film critic James Berardinelli writes, "With Twelfth Night, director Trevor Nunn (Lady Jane) follows in Branagh's footsteps by adapting one of the comedies for the screen. However, while this picture doesn't have quite the same level of style or energy evident in Much Ado About Nothing, solid performances and a lucid interpretation keep it afloat." Berardinelli calls it "solid entertainment."[2]


  1. ^ "Twelfth Night: Or What You Will". Rotten Tomatoes. Flixster. Retrieved 6 November 2011. 
  2. ^ Berardinelli, James (1996). "Review: Twelfth Night". Retrieved 5 October 2010. 

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