Noted for intimate character studies created in collaboration with his actors, director Mike Leigh makes a dramatic change of pace with this biography of comic opera composers W.S. Gilbert and Arthur Sullivan . Gilbert ( Jim Broadbent ) is an easily angered but otherwise emotionally remote lyricist who works in collaboration with composer Sullivan ( Alan Corduner ), a genial and fun-loving sort who feels unsatisfied writing light operettas and longs to work with more serious material. While Sullivan is having a creative crisis, Gilbert is facing a failing marriage to Lucy ( Lesley Manville ), who loves her husband even if he can't return her affections, and must deal with his ailing father ( Charles Simon ). When they suffer their first failure, both men are depressed, and Sullivan announces that he's giving up operetta for good. However, a visit to an exhibit of Japanese art sparks an idea in Gilbert, and soon he and Sullivan are hard at work on what will become one of their greatest successes, The Mikado . Much of the film is devoted to the staging of this classic, with Shirley Henderson , Dorothy Atkinson , Martin Savage , Timothy Spall , and Kevin McKidd as members of the operetta's cast. Jim Broadbent won Best Actor at the 1999 Venice Film Festival. — Mark Deming