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Twelfth Night, or What You Will is a comedy by William Shakespeare, believed to have been written around 1600-01 as a Twelfth Night's entertainment for the close of the Christmas season. The play expanded on the musical interludes and riotous disorder expected of such an occasion, with plot elements drawn from the short story "Of Apollonius and Silla" by Barnabe Rich based on a story by Matteo Bandello. The first recorded performance was on 2 February 1602, at Candlemas, the formal end of Christmastide in the year's calendar. The play was not published until its inclusion in the 1623 First Folio.

The subtitle is believed to be an afterthought, created after John Marston premièred a play titled What You Will during the course of the writing. The title Twelfth Night, or What You Will, prepares the audience for its jovial feel of festivities consisting of drink, dance, and giving in to general self-indulgence. The subtitle What You Will, implies that the audience is also involved in the merry spirit found in the play. The subtitle also refers to the wealthier characters who do little work and possess the liberty to do as they please, focuses on the aristocrats of society who are entitled to their pleasures while the only hard work being done is by their servants.


  • Fabian, a member of Olivia's household.
  • Antonio, a captain, a friend to Sebastian.
  • Captain, a sea captain who helps Viola.
  • First Officer, an officer sent from Duke Orsino to arrest Antonio.
  • Second Officer, an officer who helps arrest Antonio.
  • Valentine and Curio, two gentlemen attending Orsino
  • Priest, a Holy Father
  • Servant, a servant who reports that Viola/Cesario has returned to see Olivia
  • Musicians, Lords, Sailors, and other attendants


Illyria, the setting of Twelfth Night, is important to the play's romantic atmosphere. The actual Illyria is an ancient region on the eastern coast of the Adriatic Sea covering parts of modern Albaniamarker, Croatiamarker, and Montenegromarker and the city state of Ragusa has been proposed as the setting. Alternatively, in the context of allegory, Illyria is thought to be the Roman play Menæchmi, as a place where, as in Twelfth Night, a twin went looking for her brother. Shakespeare himself mentioned it previously, in Henry VI, Part II, noting its reputation for pirates. It has been noted that the play's setting also has English characteristics such as Viola's use of "Westward ho!", a typical cry of 16th century London boatmen, and also Antonio's recommendation to Sebastian of "the Elephant" as where it is "best to lodge" in Illyria; the Elephant was a pub not far from the Globe theatre.

Like many of Shakespeare's comedies, this one centres on mistaken identity. The leading character, Viola, is shipwrecked on the shores of Illyria during the opening scenes. She loses contact with her twin brother, Sebastian, whom she believes dead. Masquerading as a young page under the name Cesario, she enters the service of Duke Orsino. Orsino is in love with the bereaved Lady Olivia, whose father and brother have recently died, and who will have nothing to do with any suitors, the Duke included. Orsino decides to use "Cesario" as an intermediary. Olivia, believing Viola to be a man, falls in love with this handsome and eloquent messenger. Viola, in turn, has fallen in love with the Duke, who also believes Viola is a man, and who regards her as his confidant.

Much of the play is taken up with the comic subplot, in which several characters conspire to make Olivia's pompous head steward, Malvolio, believe that his lady Olivia wishes to marry him. It involves Olivia's uncle, Sir Toby Belch; another would-be suitor, a silly squire named Sir Andrew Aguecheek; her servants Maria and Fabian; and her father's favorite fool, Feste. Sir Toby and Sir Andrew disturb the peace of their lady's house by keeping late hours and perpetually singing catches at the very top of their drunken voices, prompting Malvolio to chastise them. This is the basis for Sir Toby's, Sir Andrew's, and Maria's revenge on Malvolio.

The riotous company convince Malvolio that Olivia is secretly in love with him, and write a letter in Olivia's hand, asking Malvolio to wear yellow stockings cross-gartered, to be rude to the rest of the servants, and to smile in all circumstances. Olivia, saddened by Viola's attitude to her, asks for her chief steward, and is shocked by a Malvolio who has seemingly lost his mind. She leaves him to the contrivances of his tormentors.

Pretending that Malvolio is insane, they lock him up in a dark cellar (a common "treatment" for the mentally ill), with a slit for light. Feste visits him to mock his "insanity", once disguised as a priest, and again as himself. At the end of the play Malvolio learns of their conspiracy and storms off promising revenge, but the Duke sends Fabian to pacify him.

Meanwhile Sebastian, Viola's brother, believed deceased, arrives on the scene, sowing confusion. Mistaking him for Viola, Olivia asks him to marry her, and they are secretly united. Finally, when the twins appear in the presence of both Olivia and the Duke, there is more wonder and awe at their similarity, at which point Viola reveals she is really a female and that Sebastian is her lost twin brother. The play ends in a declaration of marriage between the Duke and Viola, and it is learned that Toby has married Maria. An elegiac song from Feste ("heigh-ho, the wind and the rain") brings the entertainment to a close.

Date and text

Title page from First Folio
The full title of the play is Twelfth Night, or What You Will. Subtitles for plays were fashionable in the Elizabethan era, and though some editors place The Merchant of Venice's alternate title, The Jew of Venice, as a subtitle, this is the single Shakespeare play to bear one when first published. The play was probably finished between 1600 and 1601, but was not printed until its inclusion in the First Folio in 1623. The first recorded performance was on 2 February 1602, at Candlemas, the formal end of Christmastide in the year's calendar.

"Twelfth Night" is a reference to the twelfth night after Christmas Day, called the Eve of the Feast of Epiphany. It was originally a Catholic holiday but, prior to Shakespeare's play, had become a day of revelry. Servants often dressed up as their masters, men as women and so forth. This history of festive ritual and Carnivalesque reversal is the cultural origin of the play's confusion. The source story, "Of Apolonius and Silla" appeared in Barnabe Riche's collection, Riche His Farwell to the Militarie Profession (1581), which in turn is derived from a story by Matteo Bandello.


The play is believed to have drawn extensively on the Italian production Gli Ingannatori (or The Cheats). It is conjectured that the name of its male lead, Orsino, was suggested by Virginio Orsini, Duke of Bracciano, an Italian nobleman who visited London in the winter of 1600 to 1601.

Critical response

Twelfth Night is noted as one of Shakespeare's most studied and best loved plays: the twin-based comedy of cross-dressing and mistaken identity is accessible to even novice Shakespeare scholars. However, the play has also garnered much critical attention for its nuanced and sometimes elusive treatment of issues of gender disguises, thwarted social ambition, and all the forms of love: misguided love, love conventions, self-love, and true love that wins through in the end.

The actual Elizabethan festival of Twelfth Night would involve the antics of a Lord of Misrule, who before leaving his temporary position of authority, would call for entertainment, songs and mummery; the play has been regarded as preserving this festive and traditional atmosphere of licensed disorder. This leads to the general inversion of the order of things, most notably gender roles.The embittered and isolated Malvolio can be regarded as an adversary of festive enjoyment and community, led by Sir Toby Belch, "the vice-gerent spokesman for cakes and ale" and his partner in a comic stock duo, the simple and constantly exploited Sir Andrew Aguecheek.

Viola is not alone among Shakespeare's cross-dressing heroines; in Shakespeare's theatre, convention dictated that adolescent boys play the roles of female characters, creating humour in the multiplicity of disguise found in a female character who for a while pretended at masculinity. Her cross dressing enables Viola to fulfil usually male roles, such as acting as a messenger between Orsino and Olivia, as well as being Orsino's confidant. She does not, however, use her disguise to enable her to intervene directly in the plot (unlike other Shakespearean heroines such as Rosalind in As You Like It and Portia in The Merchant of Venice), remaining someone who allows "Time" to untangle the plot. Viola's persistence in transvestism through her betrothal in the final scene of the play often engenders a discussion of the possibly homoerotic relationship between Viola and Orsino. Her impassioned speech to Orsino, in which she describes an imaginary sister who "sat like patience on a monument, / Smiling at grief" for her love, likewise causes many critics to consider Viola's attitude of suffering in her love as a sign of the perceived weakness of the feminine (2.4).


At Olivia's first meeting with "Cesario" (Viola) in I.V she asks her "Are you a comedian?" (an Elizabethan term for "actor") Viola's reply, "I am not that I play", epitomising her adoption of the role of Cesario, is regarded as one of several references to theatricality and "playing" within the play. The plot against Malvolio revolves around these ideas, and Fabian remarks in Act III Scene iv: "If this were play'd upon a stage now, I could condemn it as an improbable fiction". In Act IV Scene ii, Feste plays both parts in the "play" for Malvolio's benefit, alternating between adopting Sir Topas' voice and that of himself. He finishes by likening himself to "the old Vice" of English Morality plays. Other influences of the English folk tradition can be seen in Feste's songs and dialogue, such as his final song in Act V. The last line of this song, "And I'll strive to please you every day", is a direct echo of similar lines from several English folk plays.


The earliest known performance took place at Middle Temple Hallmarker, one of the Inns of Court, on Candlemas night, 2 February 1602. The only record of the performance is an entry in the diary of the lawyer John Manningham, who wrote:

Clearly, Manningham enjoyed the Malvolio story most of all, and noted the play's similarity with Shakespeare's earlier play, as well as its relationship with one of its sources, the Inganni plays.

At this particular performance, Manningham also notes the interesting dimension that is added when a male actor plays a female character who disguises herself as a man. Some scholars attribute this to an innate Elizabethan structure that systematically deprived gender diversity of its nature and meaning. Though male actors playing female roles were a natural feature of theatre productions during the Elizabethan era, they hold special significance in the production of this particular play. As the very nature of Twelfth Night explores gender identity and sexual attraction, having a male actor play Viola enhanced the impression of androgyny and sexual ambiguity. Some modern scholars believe that Twelfth Night, with the added confusion of male actors and Viola’s deception, addresses gender issues “with particular immediacy.” They also accept that the depiction of gender in Twelfth Night stems from the era’s prevalent scientific theory that females are simply imperfect males. This belief explains the almost indistinguishable differences between the sexes reflected in the casting and characters of Twelfth Night.

It may have been performed earlier as well, before the Court at Whitehall Palacemarker on Twelfth Night (6 January) of 1601. Twelfth Night was also performed at Court on Easter Monday, 6 April 1618, and again at Candlemas in 1623.

The play was also one of the earliest Shakespearean works acted at the start of the Restoration; Sir William Davenant's adaptation was staged in 1661, with Thomas Betterton in the role of Sir Toby Belch. Samuel Pepys thought it "a silly play", but saw it three times anyway during the period of his diary on 11 September 1661, 6 January 1663, and 20 January 1669. Another adaptation, Love Betray'd, or, The Agreeable Disappointment, was acted at Lincoln's Inn Fieldsmarker in 1703.

After holding the stage only in the adaptations in the late 17th and early 18th centuries, the original Shakespearean text of Twelfth Night was revived in 1741, in a production at Drury Lanemarker. In 1820 an operatic version by Frederic Reynolds was staged, with music composed by Henry Bishop. Influential productions were staged in 1912, by Harley Granville-Barker, and in 1916, at the Old Vicmarker.

Lilian Baylis reopened the long-dormant Sadler's Wells Theatremarker in 1931 with a notable production of the play starring Ralph Richardson as Sir Toby and John Gielgud as Malvolio. The Old Vic Theatremarker was reopened in 1950 (after suffering severe damage in the London Blitz in 1941) with a memorable production starring Peggy Ashcroft as Viola. Gielgud directed a production at the Shakespeare Memorial Theatremarker with Laurence Olivier as Malvolio and Vivien Leigh playing both Viola and Sebastian in 1955. The longest running Broadwaymarker production by far was Margaret Webster's 1941 staging starring Maurice Evans as Malvolio and Helen Hayes as Viola. It ran for 129 performances, more than twice as long as any other Broadwaymarker production. A memorable production directed by Liviu Ciulei at the Guthrie Theatermarker in Minneapolis, October-November 1984, was set in the context of an archtypal circus world, emphasizing its convivial, carnival tone.

When the play was first performed, all female parts were played by men or boys, but it has been the practice for some centuries now to cast women or girls in the female parts in all plays. The company of Shakespeare's Globemarker, Londonmarker, has produced many notable, highly popular all-male performances, and a highlight of their 2002 season was Twelfth Night, with the Globe's artistic director Mark Rylance playing the part of Olivia. This season was preceded, in February, by a performance of the play by the same company at Middle Temple Hall, to celebrate the 400th anniversary of the play's première, at the same venue.

Interpretations of the role of Viola have been given by many well-renowned actresses in the latter half of the twentieth century, and have been interpreted in the light of how far they allow the audience to experience the transgressions of stereotypical gender roles. This has sometimes correlated with how far productions of the play go towards reaffirming a sense of unification, for example a 1947 production concentrated on showing a post-World War II community reuniting at the end of the play, led by a robust hero/heroine in Viola, played by Beatrix Lehmann, then 44 years old. The 1966 RSC production played on gender transgressions more obviously, with Diana Rigg as Viola showing much more physical attraction towards the duke than previously seen, and the court in general being a more physically demonstrative place, particularly between males. John Barton's 1969 production starred Judi Dench as Viola; her performance was highly acclaimed and the production as a whole was commented on as showing a dying society crumbling into decay.



Probably due to its themes such as young women seeking independence in a "man's world", "gender-bending" and "same-sex attraction" (albeit in a roundabout way), there have been a number of re-workings for the stage, particularly in musical theatre, among them Your Own Thing (1968), Music Is (1976), and Play On! (1997), a jukebox musical featuring the music of Duke Ellington set in the Harlem Renaissance. Another adaptation is Illyria , by composer Pete Mills. Theatre Grottesco created a modern version of the play from the point of view of the servants working for Duke Orsino and Lady Olivia. The adaptation takes a much deeper look at the issues of classism, and society without leadership. In 1999, the play was adapted as Epiphany by the Takarazuka Revuemarker, adding more overt commentary on the role of theatre and actors, as well as gender as applied to the stage (made more layered by the fact that all roles in this production were played by women).


In 1910, Vitagraph Studios released the silent short adaptation Twelfth Night starring actors Florence Turner, Julia Swayne Gordon and Marin Sais.

The 1996 film adapted and directed by Trevor Nunn and set in the 19th century, stars Imogen Stubbs as Viola, Helena Bonham Carter as Olivia and Toby Stephens as Duke Orsino. The film also features Mel Smith as Sir Toby, Richard E. Grant as Sir Andrew, Ben Kingsley as Feste, Imelda Staunton as Maria and Nigel Hawthorne as Malvolio. Much of the comic material was downplayed into straightforward drama, and the film received some criticism for this, although modern audiences probably would not find Malvolio's being confined to a mental asylum amusing.

The 2006 film She's the Man modernises the story as a contemporary teenage comedy (as 10 Things I Hate About You did with The Taming of the Shrew). It is set in a prep school named Illyria and incorporates the names of the play's major characters. For example, Orsino, Duke of Illyria becomes simply Duke Orsino ("Duke" being his forename).

Shakespeare in Love contains several references to Twelfth Night. Near the end of the movie, Elizabeth I (Judi Dench) asks Shakespeare (Joseph Fiennes) to write a comedy for the Twelfth Night holiday. Shakespeare's love interest in the film, "Viola" (Gwyneth Paltrow), is the daughter of a wealthy merchant who disguises herself as a boy to become an actor. She is presented in the final scene of the film as William Shakespeare's "true" inspiration for the heroine of Twelfth Night.


On 14 May 1937, the BBC Television Service in Londonmarker broadcast a thirty-minute excerpt of the play, the first known instance of a work of Shakespeare being performed on television. Produced for the new medium by George More O'Ferrall, the production is also notable for having featured a young actress who would later go on to win an Academy AwardGreer Garson. As the performance was transmitted live from the BBC's studios at Alexandra Palacemarker and the technology to record television programmes did not at the time exist, no visual record survives other than still photographs.

The entire play was produced for television in 1939, directed by Michel Saint-Denis and starring another future Oscar-winner, Peggy Ashcroft. The part of Sir Toby Belch was taken by a young George Devine

In 1957, another adaptation of the play was presented by NBC on U.S. television's Hallmark Hall of Fame, with Maurice Evans recreating his performance as Malvolio. This was the first color version ever produced on TV. Dennis King, Rosemary Harris, and Frances Hyland co-starred.

Another version for UK television was produced in 1969, directed by John Sichel and John Dexter. The production featured Joan Plowright as Viola and Sebastian, Alec Guinness as Malvolio, Ralph Richardson as Sir Toby Belch and Tommy Steele as an unusually prominent Feste.

Yet another TV adaptation followed in 1980. This version was part of the BBC Television Shakespeare series and featured Felicity Kendal in the role of Viola, Sinéad Cusack as Olivia, Alec McCowen as Malvolio and Robert Hardy as Sir Toby Belch.

In 1988, Kenneth Branagh's stage production of the play, starring Frances Barber as Viola and Richard Briers as Malvolio, was adapted for BBC television.

A 2003 telemovie adapted and directed by Tim Supple is set in the present day. It features David Troughton as Sir Toby, and is notable for its multi-ethnic cast including Parminder Nagra as Viola and Chiwetel Ejiofor as Orsino. Its portrayal of Viola and Sebastian's arrival in Illyria is reminiscent of news footage of asylum seekers.


The Kiddy Grade characters Viola and Cesario are named for Viola and her alter ego Cesario, respectively.

Elizabeth Hand's novella Illyria features a high school production of Twelfth Night, containing many references to the play, especially Feste's song.

One of Club Penguin's plays, Twelfth Fish, is a spoof of Shakespeare's works. It is a story about a countess, a jester, and a bard who catch a fish that talks. As the play ends, they begin discussing eating the fish. Many of the lines are parodies of Shakespeare.

American Playwright Ken Ludwig wrote a play which was inspired by the details of Twelfth Night called "Leading Ladies."


  1. "Shakespeare, having tackled the theatrical problems of providing Twelfth Night with effective musical interludes, found his attitude toward his material changed. An episodic story became in his mind a thing of dreams and themes." (Peter Thomson, Shakespeare's theater (Boston, 1983), p. 94.
  2. Jenkins Logan, Thad. "The Limits of Festivity". Studies in English Literature 22.2 (Spring, 1982): 224-225. JSTOR. Rice University. 23 March 2009.
  3. J. Torbarina, The Setting of Shakespeare's Plays, Studia Romanica et Anglica Zagrabiensia 17-18 (1964)
  4. New Cambridge Shakespeare: Twelfth Night, edited by Elizabeth Story Dunno, page 7. Cambridge University Press, 1985, 2003.
  5. Francois Laroque, Shakespeare's Festive World: Elizabethan Seasonal Entertainment and the Professional Stage (Cambridge University Press) 1991, p. 153.
  6. Laroque 1991:227.
  7. Laroque 1991:254.
  8. Clayton 1985:354.
  9. Hodgdon, Barbara: 'Sexual disguise and the theatre of gender' in "The Cambridge Companion to Shakespearean Comedy, edited by Alexander Leggatt, page 186. Cambridge University Press, 2002.
  10. "Twelfth Night", edited by J.M.Lothian and T.W.Craik, Co. Ltd, 1975.
  11. Righter, Anne: "Shakespeare and the Idea of the Play", page 130. Chatto & Windus, 1962.
  12. Righter, page 136.
  13. Righter, page 133.
  14. Weimann, Robert: "Shakespeare and the Popular Tradition in the Theater: Studies in the Social Dimension of Dramatic Form and Function", page 41. The Johns Hopkins University Press, 1978.
  15. Weimann, page 43.
  16. Charles, Casey. “Gender Trouble in ‘Twelfth Night.’” Theatre Journal. Vol. 49, No. 2 (1997): 123.
  17. Charles, Casey. “Gender Trouble in ‘Twelfth Night.’” Theatre Journal: 124.
  18. Smith, Bruce R. “Introduction.” Twelfth Night. Boston: Bedford/St. Martin’s, 2001.
  19. Charles, Casey. “Gender Trouble in ‘Twelfth Night.’” Theatre Journal: 124.
  20. The production was extensively reviewed by Thomas Clayton, "Shakespeare at The Guthrie: Twelfth Night" for Shakespeare Quarterly 36.3 (Autumn 1985:353-359).
  21. Gay, Penny: "As she likes it: Shakespeare's Unruly Heroines", page 15. Routledge, 1994.
  22. Gay, Penny: page 18-20.
  23. Gay, Penny: page30.
  24. Gay, Penny: page 34.
  25. Examined, for example, in Jami Ake, "Glimpsing a 'Lesbian' Poetics in Twelfth Night", Studies in English Literature, 1500-1900, 43.2, Tudor and Stuart Drama (Spring 2003) pp 375-94.
  26. [1]


  • Donno, Elizabeth Story (ed.): Twelfth Night, (Cambridge, 2003).
  • Mahood, M. M. (ed.) Twelfth Night (Penguin, 1995).
  • Pennington, Michael: Twelfth Night: a user's guide (New York, 2000).

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