Previews for the Michael Greif-directed show with book by Jeffrey Hatcher and songs by musical theatre master Kern begin Oct. 27 toward a Dec. 4 opening at the Broadhurst Theatre.

To expand the score for the stage, the creators drew on Kern songs from a variety of projects and a range of lyricists, including Dorothy Fields (who wrote the "Swing Time" songs with him), Ira Gershwin, Oscar Hammerstein II, Johnny Mercer, Otto Harbach, P.G. Wodehouse and others.

Kern (1885-1945) was that rare theatre composer who wrote musical comedies that had one foot in operetta and one in jazz (Very Good Eddie, Sitting Pretty, Sweet Adeline) and eventually helped launch the modern American musical drama, with Show Boat, in 1927.

Never Gonna Dance's source movie includes musical comedy treasures such as "The Way You Look Tonight," "A Fine Romance," "Never Gonna Dance" and "Pick Yourself Up." Among songs added and explored in rehearsal have been "Who" (from Sunny), "She Didn't Say Yes" (from The Cat and the Fiddle), "The Song Is You" (from Music in the Air), "I'd Be Hard to Handle" (from Roberta), "Dearly Beloved" and "I'm Old-Fashioned" (from the film "You Were Never Lovelier"), "I Won't Dance" (from the film "Roberta"), "You Couldn't Be Cuter" (from the film "The Joy of Living") and "Remind Me" (from the film "One Night in the Tropics"). Some changes in the songlist may occur as rehearsals and previews continue.

The new musical features Noah Racey and Nancy Lemenager as professional dancers (he a vaudevillian, she an instructor) who fall in love despite obstacles that include his fiancé (!), his vow to never dance (in order to impress his future father-in-law) and a couple of Harlem dancers (Deidre Goodwin and Eugene Fleming) with whom they compete in a dance contest. Fred Astaire and Ginger Rogers created the roles in the 1936 movie. Jerry Mitchell (Gypsy, The Full Monty, Hairspray) creates the choreography for this new 21st century interpretation of the tale (which is still set during the Depression).

Racey and Lemenager star, but they are not yet stars in the traditional sense: Their work has been seen in the ensembles of Broadway and touring shows. Racey's recent Broadway gig was in the company of Thoroughly Modern Millie (he was also the associate choreographer) and Lemenager's credits include the tour of Andrew Lloyd Webber's Music of the Night, Broadway's Dream, How to Succeed... and Guys and Dolls.

"They didn't hire ballroom dancers, they hired musical theatre dancers, people who love all variety of dancing — and also acting and all the things that go into the roles," Racey said.

"We were fortunate enough to do the workshop two years ago, and I think that was a big key in the casting," Lemenager said. "Jerry was pairing people up at the workshop audition, and when we got called back, it was the two of us in a room together. It's something you can't put your finger on: Why do people get married? Why do people connect? Why do people become friends? Why do we make good partners? From Day One we sort of moved alike. We felt the music similarly."

Librettist Hatcher (Scotland Road, Three Viewings) told Playbill On-Line that the basic plot points from the 1936 film still exist in Never Gonna Dance: A vaudeville hoofer named Lucky comes to Manhattan to prove to his future father-in-law that he can make money in a legitimate business, but ends up dancing with a new partner, dance teacher Penny Carroll.

"It did strike me that we'd probably have to have a more caffeinated book than the original film has," Hatcher said. "It's charming, but certain plot things had to be bumped up. I thought the basic premise was a really great idea. I took the key characters and three or four of the key plot points and expanded them."

Karen Ziemba, who plays wisecracking Mabel, Penny's pal from the dance studio, said, "I've wanted to work with Jerry Mitchell. He and I had danced together many years ago when he was still dancing. Everybody wanted to be his partner because he was the strongest, biggest, most handsome partner. Not only could he dance by himself beautifully, when he lifted you in the air, you felt like a feather. Now that he's doing such great work as a choreographer, I jumped at the chance to work with him."

Tony Award-winner Ziemba said she's like an older sister to the Penny character, and accepts the comparison to Eve Arden. "I'd love to be like Eve Arden, she's one of my favorites," Ziemba said.

Her comic romantic interest in the show is Peter Gerety, playing a former financier broken (but not beat) by the Depression. The characters are inspired by the second bananas in film, played by Victor Moore and Helen Broderick.

Ziemba, remembered for Contact, Steel Pier, Crazy for You, Chicago and more, sings the obscure "Shimmy With Me," a rag-flecked number that is jazzed up (the lyric is by P.G. Wodehouse), plus "You Couldn't Be Cuter" and the lesser-known "I Got Love."

The company also includes Peter Bartlett, David Pittu, Deborah Leamy, Philip LeStrange, Ron Orbach, with ensemble members Timothy J. Alex, Julio Agustin, Roxane Barlow, Julie Connors, Sally Mae Dunn, Jennifer Frankel, Jason Gillman, Greg Graham, Ipsita Paul, T. Oliver Reid, Kirby Ward and Tommar Wilson.

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How did choreographer Jerry Mitchell prepare for the work on Never Gonna Dance? "I knew the Astaire-Rogers films, but I really have studied them getting ready for this production," Mitchell said. "I made my own compilation: I burned my own DVD of all of my favorite Fred and Ginger numbers. I watched them over and over. Each of them has a different sort of wonderful thing to them — the storytelling. I've become a deeper fan, a richer fan, since I started this project. There's so many different ways to examine their work: The joy they had as dancers, as actors, as comedians. And it's all told in dance."

In the stage show, Penny and Lucky "do three [partnering] numbers," Mitchell explained. "In their three stories, they tell of their whole life together — their relationship is told in three dances."

Mitchell said he's not a ballroom dance expert, though he knows the physical language of that world. His approach was intuitive: "When I'm dancing with a woman, I have to feel good about the way we're moving together. I think it's about storytelling. Ultimately, it comes down to the story that they're telling while they're dancing together. The style of those period films allowed the man and the woman to dance side by side, not always in proper dance position, although Fred and Ginger did that also. If you watch certain routines, they are often standing side by side, and I try to mimic that idea in 'Pick Yourself Up,' which is their first number, very much a flirtation number. They're meeting for the first time and dancing."

By Act Two, the partners are dancing more passionately, complete with dramatic lifts.

"They do more of the partner and lift stuff in the title number, very traditional, with long white dress, tuxedo — romance, unrequited love, much more intimate," Mitchell explained.

Of all his recent work on Broadway, Mitchell points out, "This is the first time the characters are professional dancers: He's a stage dancer and she's a dance teacher, it allows you a whole other vocabulary and level on which to work. I haven't seen anything like this on Broadway, and I've been in New York since 1980."

Producers of Never Gonna Dance are Weissberger Theater Group/Jay Harris, Edgar Bronfman Jr., James Walsh, Ted Hartley/RKO Pictures, and Harvey Weinstein.

Designers are Robin Wagner (set), William Ivey Long (costumes), Paul Gallo (lighting), ACME Sound (sound). Robert Billig is music director. Ochestrations are by Harold Wheeler. John Miller is music coordinator. Zane Mark is (music/dance arranger).

The Broadhurst Theatre is at 235 W. 44th Street, between Broadway and Eighth Avenue.

Never Gonna Dance's playing schedule is 8 PM Monday-Saturday and 2 PM Wednesday and Saturday.

Tickets ($71.25-$101.25) are also available through Telecharge at (212) 947-8844.

For more information, visit www.NeverGonnaDance.com.

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Little-known fact: "Swing Time," the Fred-and-Ginger movie on which the show is based, was originally supposed to be called "Never Gonna Dance," but the men at RKO Pictures wanted to tap into the blooming swing-music craze, so the marquee changed.