Disc 3 of THE SHAKESPEARE COLLECTION features a 1988 televised adaptation of TWELFTH NIGHT as staged by Kenneth Branagh - with his Renaissance Theatre Company (founded the previous year) - and directed for television by Paul Kafno.

Castaway Viola (Frances Barber, EVILENKO) is rescued from a shipwreck and - believing her win brother Sebastian to be dead - is taken to Illyria where her sea captain rescuer (Tim Barker, A MONTH IN THE COUNTRY) arranges for her to pose as a page named Cesario and serve the Duke of Orsino (Christopher Ravenscroft, later in Branagh's HENRY V). Although she grows to love Orsino, she cannot reveal her identity and so reluctantly assists in his unsuccessful attempts to woo the Lady Olivia (Caroline Langrishe, HAWKS) who has just lost both her father and brother. Lady Olivia will have nothing to do with Orsino, but she finds herself falling for Cesario. Viola realizes this quickly and attempts to steer the lady's affection back towards her lord; but she will soon have more trouble on her hands from Lady Olivia's cousin Sir Toby (James Saxon, A PRAYER FOR THE DYING) who intends her for easily-manipulated Sir Andrew (James Simmons, EMPIRE STATE). Sir Toby, Lady Olivia's maid Maria (Abigail McKern, CHILDREN OF THE LAKE), and Sir Toby's servant Fabian (Shaun Prendergast, of Branagh's FRANKENSTEIN) plot to get rid of her head steward Malvolio (Richard Briers, of TV's THE GOOD LIFE/GOOD NEIGHBORS), and have a reluctant Sir Andrew challenge Cesario to a duel. None of the parties are prepared for the extra complications that occur when Viola's brother Sebastian (Christopher Hollis) - also posing in service to Orsino under the name Curio - shows up and is mistaken by all for Cesario (seeming to be in several places at the same time and confusing Lady Olivia with his bewildering positive responses to her advances). Barker also assumes a dual role as the sea captain who rescues Viola and Antonio, the pirate who rescues Sebastian. Anton Lesser (THE MISSIONARY) plays Feste the fool, and provides vocals to some musical interludes (including "Come Away Death" which is based on Paul McCartney's "Once Upon a Long Ago").

Early on, there is subtle disconnect between the Kafno's camera staging and Branagh's staging, so there are times when it feels like the camera is just recording a play rather than staging it. Later Branagh collaborator Patrick Doyle's incidental music adds little to the scene transitions. The sets are intentionally artificial, and the costumes are period but about two hundred years later than when the play was written (circa 1600). As if the performance was shot in sequence, the technical aspect and the performances fall into sync about half-way through. The performances do not make much of an impression for much of the first half of the film - even the broadly comic antics of the supporting characters - but suddenly everyone seems to spring to life when the always-delightful Briers starts exercising his comic muscles (Longshire's facial reactions to his bizarre behavior are particularly noteworthy), and the Cesario-Viola-Curio-Sebastian mistaken identity antics latch on to that momentum during the extended period in which Malvolio is offscreen.