After a critically lauded Off-Broadway production in 2004, producers of Lone Star Love saw a Broadway future on the horizon, but the journey on that trail was slower than expected. The show, with a score already preserved on a cast album, spent a bit more time on the range, which was a blessing — it allowed for further development and streamlining.

The stars have finally aligned for this Civil War-era, Texas-set tuner: Performances begin at the Belasco Theatre Nov. 1, following an out-of-town engagement in Seattle.

Conceived by John L. Haber, Lone Star Love features a book by Haber and Robert Horn, with a score by Jack Herrick of the North Carolina-based band, the Red Clay Ramblers. Helming the production is Broadway veteran Randy Skinner, with John Rando on board as creative supervisor.

Lone Star Love is a retelling of Shakespeare's The Merry Wives of Windsor set in post-Civil War Texas in 1865. "Colonel John" Falstaff, played by Golden Globe winner Randy Quaid, finds his way to Windsor, TX, after being dishonorably discharged from the Confederate Army. Upon his arrival, Falstaff attempts to charm the wives of two local cattle ranchers — while remaining fixated on their money and property.

After the 2004 Off-Broadway bow under the direction of Michael Bogdanov, who was also instrumental in shaping the libretto, Herrick and his collaborators set out to further streamline the production. "John Rando, a wonderful director, got very interested in it and helped John [L. Haber] and I restructure it and bring in new songs, new ideas for scenes," Herrick told Playbill.com at an Aug. 23 press preview in Manhattan, prior to the troupe shipping to Seattle's 5th Avenue Theatre for a tryout that begins Sept. 9. "Eventually — through Bob Boyett, our producer, and John Rando — Robert Horn, the screenwriter, was brought in to help us with the basic structure of the piece… a lot of scenes from the Off-Broadway production were turned into songs for this production. It's going to be a lot of fun to see how that works; there's quite a bit more music in it now. The story has been simplified and driven more along the lines of a traditional book musical, although the result is I guess pretty far from traditional because of the style."

Also far from traditional is the fact that the Lone Star cast has had the chance to rehearse with the entire band, rather than the typical rehearsal accompanist and trap-set. Composer Herrick, who also serves as Lone Star's musical director, and acts in the production, explained, "I came in[to rehearsal] with a lot of arrangements for pieces….[but] I really like arrangements that [have] the input of all the people [in the band]. It causes a little more anarchy in rehearsal, but people get used to it and the results are always better from my perspective."

Lauren Kennedy, who portrays one of the Windsor wives on whom Falstaff sets his sights, also finds it helpful to have the live-band at rehearsals: "It's like a sitzprobe every day," Kennedy remarked. "You know they're creating the orchestrations as we go, on the spot. It's the most creative you can possibly imagine. Every day new stuff, and having [writer] Robert [Horn] here with us the whole time — he starts writing for us, hearing how things come out of our mouths, and gives us lines for how we are developing the characters."

Kennedy also spoke of her affection for the material: "I love country music and bluegrass. I've always loved the Red Clay Ramblers, so when it came around for me to be a part of it, it came out of the blue, but it seemed so right."

Kennedy, as well as Jack Herrick and the Red Clay Ramblers, hail from North Carolina. "It's like old home week around here," Kennedy said. "We both performed at an event in North Carolina together, but never met, and now here we are."

Lone Star Love director and choreographer, Randy Skinner, who counts among his directorial and/or choreographic credentials 42nd Street, State Fair, Ain't Broadway Grand, After the Night and the Music and the world premiere of the stage production of Irving Berlin's White Christmas, originally served as Lone Star's choreographer Off-Broadway. For Broadway, however, Skinner takes on direction and dance duties.

He explained, "When the opportunity came up for Lone Star I said, 'Oh yeah, I love the show and I love the people!' And when Randy Quaid entered the picture I said, 'This is something you have to do.' There are certain things that you know you cannot not do…"

Skinner added, "This is very integrated, so one person helming it actually makes it kind of easy cause you can always schedule appropriately. Everything is integrated, there's no separate chorus to come bounding on and relieve it, everybody's in every big number, so in that respect it makes it easier."

Lone Star Love is a bit of a departure for Skinner, who is known for delivering larger dance-influenced musicals to Broadway.

"It's been fun to come back to work on something that is smaller and more actor-driven," he said. "It's a different way of working. I think everybody loves movement, and I think actors who sing also love that chance of doing some dancing, you have to get them to that place where they feel comfortable, but when they are — they light up. They never tire of going through it and they're very committed."

Skinner described the process of readying for Broadway: "John Rando had a really big knowledge of the show itself, of Shakespeare's original and also the Verdi Opera Falstaff. So, he brought in some really good elements which strengthened the story. [He] brought some things to the foreground that in the Off-Broadway production weren't there. Which also helped move the story along and give it a real conflict between the Page family and the Ford family, the two storylines that are much stronger in this go-around. The stronger you make a script in a musical, the more it pulls you in, and there's a lot more dancing in this go-around, and more music. There are four new songs in the show. I think that also brings it to a whole new level, it feels like a new show to me."

Two new songs added for the Broadway production were performed at the press preview. The first, "Fat Man Jump" introduced Randy Quaid as Falstaff, conspiring to take the town for all it's worth. Quaid proved he is game for the Broadway scene, delivering his song and dance number full out — with shades! Up next, Robert Cuccioli, in the role of Frank Ford, performed his Latin-flaired "Vaquero," in which Ford plots to ensnare Falstaff for attempting to steal his wife. The presentation concluded with the boot-pounding Lone Star Love finale, featuring the full company kicking up its heels.

Randy Quaid, a Texas native known for "The Last Detail," "Midnight Express," "Kingpin" and "Brokeback Mountain," will make his Broadway debut in Lone Star Love.

"I'm looking forward to it. I have a great respect for the performers who do this for a living," he said. "I'm getting in the best shape of my life doing this."

His attraction to the role came about several years ago.

"I heard the music and knew it was something I'd enjoy doing for a while — listening to those songs every night," he said. "But I didn't feel the script was in the same shape as the music, but then they re-wrote and sent it my way and I said 'Let's do it.'"

It helped that "Falstaff is one of the greatest characters ever in literature," Quaid said. "And I thought how they adapted it to the 1865 Texas setting was funny and imaginative and I could see myself playing this role."

What has Quaid enjoyed most about the rehearsal process of a new musical? "I love working out the different songs and trying out different instruments at different moments, that's where I have the most fun, working with the band."

Seattle audiences will have the first chance to catch Quaid and company when Lone Star Love begins performances on Sept. 8 at Seattle's 5th Avenue Theatre. The limited engagement runs through Sept. 30. Tickets are available by visiting www.5thavenue.org

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At the press event Aug. 23, Windsor wives Margaret Anne Page (Dee Hoty) and Agnes Ford (Lauren Kennedy) commiserated their plight in the driving "World of Men," joined by members of the female ensemble. The two young lovers at the center of Lone Star Love, Fenton and MissAnne Page, portrayed by Clarke Thorell and Kara Lindsay, performed the lilting and yodel- laden ballad, "Count on My Love."

In addition to the aforementioned Randy Quaid as Colonel John Falstaff, Robert Cuccioli as Frank Ford, Dee Hoty as Margaret Anne Page, Lauren Kennedy as Agnes Ford, Kara Lindsay as MissAnne Page and Clarke Thorell as Fenton, Lone Star Love also features Ramona Keller as Miss Quickly, Drew McVety as Doctor Caius, Dan Sharkey as George Page, Nick Sullivan as Sheriff Bob Shallow and Brandon Williams as Abraham Slender. The ensemble includes Stacey Harris, Amanda Lea LaVergne, Ryan Murray, Monica Patton, Miguel A. Romero, Chad Seib, Jeremy Benton, Anne Horak, Kristie Dale Sanders and Tony Lawson.

The Merry Wives of Windsor is the only Shakespeare play to deal solely with the middle class, which made it an ideal property for adaptation to the setting of Confederate Texas, the creators said. Lone Star Love composer Jack Herrick, said, "It's kind of a natural setting…"

The creative team for Lone Star Love includes Derek McLane (set designer), Jane Greenwood (costume designer), Ken Billington and Paul Miller (lighting designers), Tom Morse (sound designer), Jack Herrick (musical director) and Ken Lundie (associate musical director).

Lone Star Love will be produced on Broadway by Avenue A Productions, Robert Boyett Theatricals, Edmund and Eleanor Burke, Rusty and Susan Carter, Jon and Jeanne Cutler, Michael Speyer and Bernie Abrams and Daisy Theatricals. Executive producer is Mary Ann Anderson, and Linda Wright and the late Frederic B. Vogel are associate producers. Roger Gindi will be the general manager.

Lone Star Love arrives on Broadway Nov. 1 at the Belasco Theatre, with an official opening set for Dec. 3. Tickets for the Broadway production are available by visiting www.telecharge.com.

The original Off-Broadway cast recording of Lone Star Love is currently available on the PS Classics Label. www.psclassics.com.