True to its title, Mike Leigh's new film Topsy-Turvy does indeed turn one's expectations upside down. What's this: the writer-director acclaimed for such rigorously developed, and socially trenchant, British dramas as High Hopes, Naked, and Secrets & Lies, doing a period film? And one about such a seemingly frivolous subject as comic opera composers Gilbert and Sullivan? Leigh, whose cinema would seem to be the antithesis of the overstuffed world of Merchant Ivory and Masterpiece Theatre, has always taken on contemporary topics and characters, and roots his scripts in lengthy improvisations with his actors. He believes in an organic approach to story and performance, a process which affects everyone down to the production and costume designers. How can this method accommodate historical figures like Gilbert and Sullivan, about whom so much is known, and the story of the creation of The Mikado, which follows a well documented path?

"He approached it in almost the same way as he approaches all his films," says production designer Eve Stewart, who has worked on all Leigh's movies since Naked, in 1993. "The designer doesn't actually have anything to do at first, doesn't have a clue. Because they haven't worked anything out yet, you don't know what you're doing until the last possible moment, and then it's run in a dash." Costume designer Lindy Hemming, whose film collaboration with Leigh goes back to the early 80s, says, "On a normal Mike Leigh project, you can't really do anything apart from know the general world of it, until the actors start giving you a clue as to what their characters might be."

But there were some key differences on Topsy-Turvy, which was the centerpiece attraction at the 1999 New York Film Festival, and which USA Films released at the end of the year. "We had a subject to really research as designers," says Hemming. "We went to libraries and did all the normal costume research, applying a much deeper sociological aspect to it than we would normally, because we knew exactly the framework of Gilbert and Sullivan's lives. At the same time, the actors--Jim Broadbent, who plays Gilbert, and Allan Corduner, who plays Sullivan--were doing the same thing."

In addition, says Stewart, "It was a given that we'd be doing the operettas. There are lots of original drawings and prints existing from the Savoy Theatre and the D'Oyly Carte Company, so we got all those together, and started from there." The operas--Princess Ida, The Sorcerer, and chief among them, The Mikado--were staged at London's Richmond Theatre, a Victorian-era house designed by the same architect as the Savoy, where the pieces were originally performed.

But when it came to the characters' homes, and even to backstage areas of the theatre, "You're very actor-led," the designer adds. "As soon as they develop their character in rehearsal with Mike, you then have actor interviews, where you ask them to describe their character's environment. What sorts of things do they enjoy? What's their favorite color? I of course come armed with visual references, and then we build it up. It can be tricky, and sometimes annoying, because quite often the actors are not very visual. But it gives you clues." Says Hemming, "Mike always makes it clear to you that the input he requires is your input. He didn't want a slavish recreation. He wants the actors and the designers to build up the characters from inside themselves."

The film is set in 1884 and 1885. The 13-year partnership between librettist William Schwenck Gilbert and composer Arthur Sullivan has hit a period of doldrums with the premiere of Princess Ida, which does not match the success of such earlier efforts as HMS Pinafore and The Pirates of Penzance. The sickly, cultivated Sullivan has tired of his collaborator's stubborn reliance on "topsy-turvy" scenarios, and longs to compose more serious music. After a lengthy impasse, Gilbert finds himself inspired by an exhibition of a transported Japanese village in London, and quickly comes up with The Mikado libretto, which also catches Sullivan's fancy. The remainder of the film concentrates on the opera's D'Oyly Carte production, immersing the viewer in every detail from actor rehearsals (Gilbert is considered a pioneering stage director) to costume creation. Herein lies the secret to Leigh's enthusiasm for the subject: in addition to his movie work, he trained at the Royal Academy of Dramatic Art (as well as the Camberwell and Central Art Schools, and London Film School) and has had a long association with and abiding affection for the theatre.

So do the designers. "I started working in the theatre with Mike," says Hemming. "I've done quite a few plays with him, but I guess the one everyone's heard of the most is Abigail's Party. After he and I separately started to do films, he asked me to do Meantime, with all those young guys who are now famous, like Tim Roth, Gary Oldman, and Alfred Molina." The costume designer, whose other credits include Four Weddings and a Funeral, Little Voice, and the James Bond movies GoldenEye, Tomorrow Never Dies, and The World Is Not Enough, has since done everyLeigh film with the exception of Secrets & Lies. "I couldn't do it because I was asked to do a Bond film," she says. "He said, 'You can't pass that up.' "

Stewart's history with the director is shorter. "I did a piece of theatre for him when I was really young," she says. "And then I did a lot of interior design and architecture--theatrical interiors for shops, which escalated into doing hotels, and some stately homes for the National Trust. About six years ago, I ran into Mike in Safeway, and he said, 'Would you like to art-direct a film?' I thought, 'Oh, that sounds good. It must be like arranging pots or something.' The movie was Naked: What a break! Now I just do film. I think you need to be really young and need no sleep at all to be in theatre."

Yet what excited the designers about working on Topsy-Turvy was the degree to which they could apply theatrical techniques to their work on it. In addition to the color chart which Stewart creates at the beginning of every film, she also built a Savoy Theatre model that appears on camera in the movie. "I had to hang three shows at once while we were filming, because we kept swapping about," she says. "So they all had to be rigged and hanging. We had bits of drawings on wacky bits of paper from the original productions of The Mikado, Princess Ida, and The Sorcerer, and made models of all of them, and one of the theatre, to make sure that the settings could all slot in and out. My training in theatre helped me know how that could work."

For Hemming's part, "In researching the designs of Wilhelm [the D'Oyly Carte costume designer] and other productions of the period, we were able to find out the way he interpreted ideas of Japan, and also what the design sensibilities of 1885 were. That's how we arrived at the stage costumes. I mean, not that you can recreate the original, because the fabrics don't exist, and you never really know the exact colors people used. But Eve and I each employed people who had the right feeling for painting flowers on fans or appliqueing things."

"We had a lady painting the flowers and leaves on fans for weeks and weeks," concurs Stewart, who oversaw everything from set construction to dressing and props. "What was great was being able to call on traditional scenic artists; even they were really keen to get into the spirit of things. They painted the stage sets with original pigments and rabbit's eyes, where you boil down rabbit bones to a gluey substance that makes the pigment stick to the canvas. Modern latex paint has a very white base to it, and we wanted those pure, luminous kind of mad colors. We also supplied the makeup artist, Christine Blundell, with rabbit's feet to put the makeup on, which is how they used to do it. Mike wanted to be really true to the operas, because they've been a bit schmaltzified. He wanted to make sure you saw the amazing color and textures, and got a feel of what it was like to go from a mud-filled old alley into this brilliant environment. He had Japanese people who do Kabuki and who are actually very experienced in that period of Japanese culture come talk to us. It was a brilliant marriage of disciplines."

"We had a workshop through which all kinds of people came and went," says Hemming, who adds that previously, workshops were unheard of on a Mike Leigh film. "It was a big crew: silkscreeners, fabric painters, embroiderers; people who work in fashion, theatre, and film. The embroiderers and beaders tended to come from fashion, because they're the only people who can afford to have that done, usually. The fabric painters and printers came mostly from film and a bit from theatre. We had all nationalities of people working as well. And Christine Blundell had a great team, most especially Trefor Proud, who designed the theatrical makeup and did the face painting exactly in period. All the wigs had proper canvas fronts. It was massive; at one time, in the Richmond Theatre, there were 100 principals in one day. In addition to the stage costumes, there were all the people in the audience dressed in evening wear, and all the poorer people up in the gallery."

As close as it may be to the Savoy, the Richmond Theatre auditorium came in for some "handmade" revamping. "We had to reupholster the seats and do the walls, and then take it back to how it was," says Stewart. "It's traditional to have red theatre seats in Great Britain, but in a tiny snip from a newspaper, it said that the Savoy's were blue. So all those seats were recovered." As for the wallpaper, "We actually printed our own." That goes for all of the Topsy-Turvy interiors, not just the theatre. "You see the same old wallpapers all the time, and they're all repro," Stewart explains. "The colors are very different now. So I had these amazing women who usually design with me come in, and we taught ourselves to flock and print wallpaper. We developed a kind of cottage industry with it. I had a department of only about 12 people; we worked like dogs. But Mike works harder than anyone else. And since he went to art school, he's very in touch with it all, very visual."

Seeing the film, which is almost entirely composed of interior sets, one may come to appreciate the scope of the wallpapering task alone. Stewart diligently researched photographs of buildings all down the Strand from the Savoy, and pasted them up in her office, so that "You could actually walk down the street with your fingers. That way, the actors knew, when they were doing the dressing room scenes, where the pubs were, and where they could go for dinner." Very little of the exterior street life made its way into the movie, however. This was partly an economic, and partly an aesthetic, choice. "We kept thinking, 'Can we go outside?' " the designer recalls. "And we did have some big exteriors lined up. But as the film progressed, Mike felt that it should reflect the claustrophobia of that world. When you work in theatre, you rarely see daylight. You work so many hours, and you go from home to work and back again. When you're inside, there are very few windows, it feels very airless. There's the pressure of work, and the closeness of the community making the show. The escapism comes from the stage scenery, which becomes like an exterior set, and which gives you an incredible feast of color."

Outside the theatre, the two primary settings to be created were Gilbert and Sullivan's homes. "Gilbert's house was particularly well documented in a Victorian magazine, because he moved into the first house in London with central heating and a telephone," says Stewart. "There again, we couldn't find the fabrics, so we printed them by hand to make sure they were right. We had furniture made to match, in the East End of London by an old sofa maker." Gilbert was known for his collection of exotica, and his study, while dressed and painted with a cool palette, is liberally decorated with African sculptures, a Japanese sword, and the like. "Victorian London was full of horrific bits of dead animals and things, and originally we had elephants' feet used as inkwells and things," she says. "But Jim Broadbent felt Gilbert would be much more progressive, that he would be moving into the arts and crafts movement that was just then emerging."

"We knew Gilbert came from an extremely conservative background, but there was a dynamic in him to try to escape it," says Hemming. "But he did live very conservatively; he was quite a country gentleman. His costume materials were tweeds and tartans and heavier wools, and quite worn for the most part. We didn't think he'd spend money changing his clothes, and I didn't want his tailoring to be very good, because I think Jim is one of those actors who physically transforms himself."

Corduner's Sullivan, on the other hand, is placed in a more opulent environment by Stewart--colorful in a "calmer" way than the theatre scenes, she says--and dressed with a dandier touch by Hemming. "He was very interested in the Orient, and his flat was full of allusions to the Far East and India," says the costume designer. "We tried to give his costumes a hedonistic edge. He wears very soft cashmeres and soggy wools, Indian dressing gowns and embroidered things that he picks up during his travels."

As on any Mike Leigh film, the level of detail in Topsy-Turvy is very deep. "I filled every cupboard with period things, just in case the actors open it when they're improvising," says Stewart. "It works all the way down to what they carry around in their pockets." Timothy Spall, for example, plays Richard Temple, the rotund D'Oyly Carte lead baritone cast as the title character in The Mikado. "At one point, he says he gets the train every morning from Brighton to come to rehearsal, so we researched and printed out tickets that would have been used from Brighton to London and stuffed his pockets with them. If Mike comes on set with the actors when it's dressed and finished, they snoop about and pick things up and say, 'Where's this from?' You have to be ready with the accurate answer: 'His Auntie Mabel gave it to him,' or 'He bought it when he was singing in Italy.' "

Typically, costume and set elements begin to be introduced in the advanced stages of rehearsal. On Topsy-Turvy, "We had a longer lead-time than usual," says Stewart. "But when push came to shove, they would still say, 'Next week, we're doing a rehearsal room.' So we raced around trying to grab things out of shops and hire houses. Luckily, in London there's a huge existing ground level of Victoriana." Hemming adds, "What you do is build each person a wardrobe, and if it isn't used, there's no recrimination on the costume designer, because it almost definitely has been used in rehearsals. And should the scene not come to the screen, your costume will have played a part in the writing of the character anyway."

The costume designer provides a lovely example of how the collaborative effort works on a Mike Leigh set. Appropriately enough, it involves a pair of Mikado costume-fitting scenes in Topsy-Turvy, one with the men and one with the women, both concerning controversies over the absence of corsets. "Alison Steadman, who plays Madame Leon, the female costumier, and Jonathan Aris, who plays Wilhelm, each came separately and spent time in the costume department," says Hemming. "We talked about the research and clothes of the period and the whole issue of corsets. I had read somewhere that there was a scandal in London when The Mikado went on, because people said, how could women appear in unstructured clothes without corsets? So I proposed to Alison that the obi, or cummerbund, could be construed as a corset." Sure enough, Madame Leon can be heard in the film selling an outraged actress just such a line.

The male version of this scene has more to do with vanity. "An assistant's research found that male opera singers wore corsets quite a lot," says the designer. In a sequence directly following Madame Leon's struggle with her temperamental Little Maid, Wilhelm is seen tangling with an obstreperous tenor, who wouldn't think of appearing onstage ungirdled. "So we had two groups, both having something to say about corsets," says Hemming," and neither knew what the other was up to. I wasn't allowed to tell."

"It's all interwoven how you come up with it," says Stewart. "We pass bits of information back and forth, and Mike pulls it all together." Hemming says that because she's worked with the filmmaker for so long, she tends to approach all her projects in his way. But Topsy-Turvy was special even by Leigh's standards. "Because of the method of doing it, and the privilege of having a workshop and access to the actors for such a long time, it was an experience you almost wouldn't get in a lifetime," says Hemming. "It was a good year."