The most popular of all of Shakespeare's comedies, scholars believe that Twelfth Night was written in 1600 or 1601 and was probably first performed in 1602.

The complex plot - full of mistaken identities, misdirected passions, high comedy, low tricks, and unexpected poignancy - begins as a ship, carrying the identical twins Viola (Imogen Stubbs) and Sebastian (Steven Mackintosh), is wrecked off the coast of a fictional country, Illyria. Viola is washed ashore on this alien coast (Illyria is at war with her country) and becomes convinced that her beloved brother is dead. She learns that she is near the home of Olivia (Helena Bonham Carter), a young countess who is also in mourning, for her recently dead father and brother. Accordingly, Olivia has sworn to have no contact with men for seven years, and in particular she is rejecting the amorous advances of the young Duke Orsino (Toby Stephens).

Desperate to know how to survive, and to keep the spirit of her twin brother alive, Viola decides to disguise herself as a boy. She transforms herself into "Cesario," enters into the service of Orsino and is soon sent to woo Olivia on the Duke's behalf. Olivia remains unmoved by Orsino's attentions but finds herself instead attracted to young "Cesario," who in turn begins to fall in love with Orsino. As Viola says, "My master loves her dearly; And I, poor monster, fond as much on him. And she, mistaken, seems to dote on me." When Viola's twin Sebastian suddenly emerges, alive and well, this hopeless triangle is complicated almost to a breaking point.

While Orsino, Viola, Olivia, and Sebastian are preoccupied with their romantic destinies, Olivia's household is equally occupied with a power struggle between the ill-tempered, repressive steward, Malvolio (Nigel Hawthorne), and her boisterous and bibulous uncle, Sir Toby Belch (Mel Smith), accompanied by his vacuous, misfit friend, Sir Andrew Aguecheek (Richard E. Grant), and Olivia's maid, Maria (Imelda Staunton). For his own financial ends, Sir Toby encourages Sir Andrew to woo Olivia, while plotting Malvolio's humiliation. Throughout, Feste (Ben Kingsley), the most enigmatic of entertainers, comes and goes between the two households, sparing no one he meets his barbed insights and his loaded, laconic wit.

Trevor Nunn is one of the world's foremost Shakespeare directors, having been for eighteen years the artistic director of the world famous Royal Shakespeare Company. For his screen version of Twelfth Night, Nunn has assembled a remarkable cast, representing some of England's finest classical actors and comic talents including Helena Bonham Carter (Olivia), Nigel Hawthorne (Malvolio), Ben Kingsley (Feste), Richard E. Grant (Sir Andrew Aguecheek), Mel Smith (Sir Toby Belch), Imogen Stubbs (Viola), Imelda Staunton (Maria) and Toby Stephens (Orsino), son of the late Sir Robert Stephens and Maggie Smith and a rising star himself.

"None of this bunch was our first choice," jokes producer David Parfitt. "I think Trevor must have charmed them into coming because it certainly couldn't have been for the money."

Parfitt's company, Renaissance, began producing Shakespeare for the stage in 1987, with Kenneth Branagh as artistic director and leading performer. Then came the ground-breaking films of Henry V and Much Ado About Nothing which proved that there was still a cinema audience for the Bard. More recently, Renaissance had a great success with The Madness of King George starring Nigel Hawthorne. This is the first collaboration between Renaissance and Trevor Nunn.

In his eighteen years as head of the RSC, Trevor Nunn directed a succession of productions noted for their revelatory naturalism and minute detail both in the speaking of the text and in design solutions, meticulously creating worlds in which the plays could be immersed and ultimately re-born. Recently named Artistic Director (Designate) of England's Royal National Theatre, Nunn admits that "Twelfth Night" is one of the few Shakespeare plays he has not directed for the stage, even though he has always wanted to since he was a student at Cambridge. "I've always thought that there was something about the play which had an unusually contemporary ring," Nunn says. "Thematically, it is an examination of gender; Shakespeare is fascinated with what is attractive about the woman in man and the man in woman. 'Gender-bending' we call it these days."

For Nunn, the challenge is to make his audience see the psychological coherence of the play. "I've actually set out four or five times to direct the play and so I had thought about it a great deal before embarking on the film version," he says. "I felt the urge to make the content of the play seem real, and not pantomimic or stylized, so that the contrary extremes of sexual behavior in the central characters are seen in a believable social context. The story sets out to provoke both genders in the audience, so it's important that spectators shouldn't be able to get off the hook of the play by dismissing it as an improbable, archaic comedy."

He sees the play's locale, Illyria, as "indeed a fictional country; but even so - not that fictional," peopled as it is with Italianate sounding lovers side by side with Sir Toby Belch and Sir Andrew Aguecheek whose names lead us to expect a very English class hierarchy. Nunn and the film's designer, Sophie Becher (Life is Sweet), worked to create an Illyria that is both rational and poetic - creating a version of the 1890's, an age close to the social and historic grasp of today's audience but also a time when Viola's efforts to become a boy would have to be particularly extensive.

"It was important to me that Viola, converting herself into her brother, Sebastian (who she believes has drowned) should have to face considerable physical and temperamental challenges," says Nunn. "So I wanted the film to be set at a time when, in their silhouette, men were clearly men - no frills and lace - and when conversely women were expected to be very cosmetic, frail and delicate creatures, to be protected from the harsher realities."

Orsino's household is portrayed as an all male military court, such as many middle-European principalities once boasted, so (as Cesario) Viola has to learn how to fence, ride at the gallop, smoke, drink and play billiards. "When I'm being a boy," says Imogen Stubbs, "I have to remember that I'm playing a girl - who is not an actress - playing a boy. On the whole, Trevor has Viola being quite good at being a boy, finding it both frightening and immensely liberating."

But, rather than insist to us that Viola has become a man, the film invites the audience to share Viola's secret. In Cesario's uniform, Stubbs looks young, pale and gentle - a feminine kind of boy, despite the mustache she wears. Says Stubbs, "In this period, everyone had mustaches. The film set was like an academy of mustaches."

Much of the plot depends on the confusion between Viola and her twin, Sebastian. Nunn chose not to have Stubbs play both twins, or to make up a double with prosthetics, because such technical devices would draw attention away from the people and towards the effects - and besides, he says "the audience is not the object of the joke, it must be in on the joke." Instead, he casts Steven Mackintosh as Sebastian, who is slight and fair like Stubbs. Uncannily alike in the costumes created by John Bright (who earned an Academy Award for A Room With a View), Mackintosh is nonetheless a different presence - male presence.

Although Nunn pushed the actors toward naturalism, he and Becher edged the design toward romantic lyricism. The locale of Cornwall, the secluded southwestern peninsula of England renowned for its wild beauty and Celtic past, provided everything the filmmakers needed, from the formality of gracious gardens to the wild drama of its coastal landscape.

"To reconcile the nineteenth century setting with the Renaissance language, the idea was to incorporate hints of the Gothic revival," says Sophie Becher. "We didn't find anywhere with the fairy tale quality we were looking for until we eventually came to the National Trust House, Lanhydrock, and the privately owned Prideaux Place. Lanhydrock is a very Elizabethan house on the outside and a very Victorian house on the inside; so we pushed the look towards Pre-Raphaelite interiors, which are unmistakably Victorian but with a very Medieval or Renaissance feel."

Lanhydrock and Prideaux Place are remote, majestic houses isolated by huge, dreamy gardens. They are greystone fortresses (Lanhydrock was occupied by both Cavaliers and Roundheads in the Civil War) and yet richly comfortable and domestic inside. At Prideaux Place, Becher enhanced the house with murals and the gardens with a marvelous grotto built from sea scallop shells. The long paneled corridors of Lanhydrock, and its silk and velvet furnishings were strewn with russet autumn leaves; flowers, leaves and vines were frequent Pre-Raphaelite motifs. The leaves added just a touch of poetic stylization to the set. Director of photography Clive Tickner shot the film through a tobacco filter to "age" it, while keeping the autumn skies luminous.

Lanhydrock forms part of Olivia's household. "The leaves don't mean I am a particularly untidy person," says deadpan Helena Bonham Carter, "albeit I'm in a deep state of grief and I've made this rather rash decision that I will not see a man for seven years. I then fall in love with a boy not noticing that he's a girl. But then, this is Illyria."

Most of the film's cast have known each other for some time. Helena and Imogen were at school together. "We're really quite similar," says Helena. "We both speak too fast and have a very low giggle threshold. But we had so much fun. And usually when you're having fun, you're at your best." Says Imogen, "Whenever I play with Helena, it's very giggly, because our concentration is terrible. Maybe we would have behaved better if we hadn't shared a house together..."

Nunn decided that the four principal lovers should be played as teenagers, all on the verge of adulthood, all rocked by recent traumas: Viola and Sebastian, by the belief that they have lost each other and Olivia by the loss of her father and brother.

The fourth young lover is the capricious Orsino (Toby Stephens), just returned from battle and, in this version, recovering from a wound. "He hardly knows what's happening to him," says Stephens. "He's a young shell-shocked soldier obsessive about Olivia. He's the Duke of Illyria, with a military academy to run, but he's not running it very well because he can think of nothing except Olivia. But, gradually, a real love story takes over from the fanciful romantic one. The resolution is all about real love."

It's not only the young lovers who come to self-knowledge. As Nunn points out, "It is to the older group of characters - Sir Toby Belch, Sir Andrew Aguecheek and Maria - to whom Feste sings the song 'Youth's a stuff will not endure.' These characters are in one way or another trying to parade to the world as young, but each of them is aware that the parade is passing them by.

Feste is an observer. He sees through people. Though he's a kind of entertainer, who will only perform for money, what he chooses to sing to people is intentionally relevant and disturbing to them." "People find the truth very hard to deal with," notes Ben Kingsley. "This story shows people avoiding the truth at every level."

This was Kingsley's first film in England for eight years, during which time he has played a number of middle-European and American characters. For the role of Feste, he was determined to play the truth-teller in his own true voice, eschewing make-up and wearing clothes similar to what he wears in life. Says Kingsley, "I wanted to get away from disguise. That is exactly what Feste is not about. He has no pretensions - social, intellectual or romantic. It is daunting stuff."

The burden of the more robust humor fell partly on the ample shoulders of Mel Smith, who is delighted to play Sir Toby Belch ("I knew two of the lines already"), on the angular frame of Richard E. Grant as Aguecheek ("I can't tell you what the play is about; you'll have to ask some of the intelligent actors") and on the quicksilver Imelda Staunton who plays Maria ("I play a Bond girl in this film"). Plenty of literary insights there! The trio were natural foils both on and off the set; when not in front of the camera, they kept the crew's spirits up by pretending to be three Edwardian strolling players - Potty, Bunny and Dicky.

"A slightly disenfranchised human being," says Smith of his Belch. "To all intents and purposes a drunk, for two-thirds of the film at any rate. Clearly unfulfilled, unable fully to grow up and living on other people's money, principally Aguecheek's."

Malvolio's comeuppance is accomplished largely through the cruel ingenuity of Maria, who finally marries Sir Toby. "I played this part twice and hated it," says Imelda Staunton. "But what's so good about this adaptation is that she is not a pert and jolly maid but a woman of a certain age who is desperate to catch Sir Toby - it's her last chance. So she's prepared to be cruel to Malvolio (who's been cruel to her), to get what she wants."

There is no such cunning in Sir Andrew Aguecheek. "In my slightly too small public school clothes, I play a pitiful fool suffering unrequited love for Olivia," says Richard E. Grant. "Somebody who is orphaned, very lonely, anxious to keep up with everybody but who just doesn't crack it. He isn't very bright."

As an essential part of preparing for the role, Grant refused to read the whole play. "Because I'm playing somebody so confused, I thought it would be a great help to keep myself in a state of confusion. Mercifully, everything I have to speak is in prose so it's intelligible to me. And if it's intelligible to me, then it's intelligible to 99% of the audience."

Malvolio earns the hatred of Sir Toby for puritanically and hypocritically attempting to curb any fun or enjoyment in Olivia's household, provoking from Belch the challenge, "Dost thou think because thou art virtuous there shall be no more cakes and ale?" The plotters lead Malvolio to believe that the Lady Olivia has fallen for him and that he, a middle-aged servant, is destined to marry a beautiful young heiress. It is a savage joke: in this version, Malvolio's hopes and fantasies are hinted at very early on as Olivia leans on his arm at the funeral of her brother; at the end of the story, he blunders out, vowing to be "revenged on the whole pack of you."

As with his role as King George III, Nigel Hawthorne has been drawn to a role of sublime humor and great pathos. "He's a sad man," says Hawthorne of Malvolio, "and in many ways completely ludicrous because he displays the height of conceit and pomposity. Observe my toupee (which took on a life of its own and became known as 'Colin') - when it goes on, and the frock-coat uniform goes on, you are looking at a man of great dignity. But when he plays out a seduction scene with the lady of the house, dressed in yellow stockings, and cross-gartered (as he has been duped into believing she prefers him), you see him making a complete fool of himself. He is then assumed to be mad and locked in the coal shed, where he is baited by Feste. It's a very funny part of course, but sad nevertheless. There can be no more toupee after the public ridicule he suffers. Good-bye Colin."

"I hope the audience will be thoroughly entertained. Pictorially it looks breathtaking and, with the beauty of the words and a few old hams like myself thrown in, it should be very attractive."

Shooting on location in November, the sky was dark by mid-afternoon. Cornwall, secretive and lush in late summer, blazed with deciduous colors in the autumn. In the smoky twilight at Lanhydrock, the red and yellow leaves shone dully in the park, like coals.

Caught on set towards the end of production, Nunn observed, "Twelfth Night is the most autumnal of Shakespeare's comedies because it touches on mortality, the end of youth, and how fleeting our lives are. I can't claim that when I set out on the project I was imagining it would be quite as autumnal as it proved, because my original idea was to get going several weeks earlier; but we were much blessed by the God of irony. We had some wonderful patches of weather and a most glorious autumn, much of which we managed to capture on film. We have a denouement that could benefit from some sunshine and we're not getting it; but then Shakespeare did round off his play with the song 'the rain it raineth every day' so that's all right too."