Bootleggers. A Long Island playboy. A woman disguised as a maid. These are the elements of the Gershwin brothers' 1926 Broadway musical frolic, Oh, Kay — and the narrative building blocks for the newly-penned musical, They All Laughed!, getting its world premiere at the Goodspeed Opera House July 20.

Marla Schaffel (Jane Eyre) and James Ludwig (jon & jen) star in the show, which draws its score from Oh, Kay! and other Gershwin properties, with a libretto by Joe DiPietro (I Love You, You're Perfect, Now Change). Previews began June 29 at the East Haddam, CT, venue devoted to new musicals and revivals.

Christopher Ashley (The Rocky Horror Show) directs. Commercial producers Jonathan Pollard, Dena Hammerstein and Bernie Kukoff are viewing the nonprofit Goodspeed staging as a tryout for a larger future. This is officially a Goodspeed production until Pollard and company take it to a next stage.

"Joe was approached by the Gershwin family to do this project," Pollard told Playbill On-Line in 2000. "He created a Kaufmanesque farce — a screwball comedy with glorious music. What is wonderful about this project is that it's not a huge musical, it's a musical with three sets very much in the tradition of the old-fashioned glorious musicals. It's not a 'mega musical.'"

Pollard said DiPietro took plots points and some songs from Oh, Kay! and reinvented a script. It's still set in the 1920s, during Prohibition. To view Playbill On-Line's Brief Encounter Q&A interview with Joe DiPietro, click here.

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Schaffel is a Best Actress Drama Desk Award winner and Tony Award nominee for the title role in Jane Eyre, replaced the previously announced Tobi Foster as the lead love interest, Billie, a bootlegger who hides hooch in a playboy's Long Island mansion. The casting change came shortly after Christopher Ashley was named new director in late May, after John Rando pulled out because of a heavy work schedule.

Director Ashley, currently represented on Broadway with The Rocky Horror Show, has staged Redhead and Lucky in the Rain (which featured Schaffel) for Goodspeed. Producers Pollard, Hammerstein and Kukoff are also responsible for producing DiPietro's Off-Broadway hits I Love You, You're Perfect, Now Change and Over The River And Through The Woods.

The cast of They All Laughed includes Michael McGrath, Mark Lotito, Dennis Kelly, Donna English, Mary Beth Peil, Amanda Watkins and Diane J. Findlay. Also performing are Kevin Crewell, Matthew Farver, Lori Ann Ferreri, Kate Fisher, Jessica Hartman, Ethan Jones, Mike McGowan, Karina Michaels, Laurie Mitchell and Lauren Schutter.

Performances continue to Sept. 22 at Goodspeed. Joey McKneely (Smokey Joe's Cafe) choreographs. Designers are John Lee Beatty (set), Jess Goldstein (costumes) and Ken Billington (lighting). Michael O'Flaherty conducts.

They All Laughed! is drawn from the 1926 Gershwin-Guy Bolton-P.G. Wodehouse tuner, Oh, Kay!, which gave the world, "Someone to Watch Over Me," "Dear Little Girl" and "Do, Do, Do."

According to the June 29 Goodspeed program, the new show's score includes "I've Got to be There" (Pardon My English), "Demon Run" (intended for the film, "The Shocking Miss Pilgrim"), "He Loves and She Loves" (Funny Face), "Delishious" (from the 1931 film, "Delicious"), "Dear Little Girl" (Oh, Kay!), "The Sweet and Low Down" (Tip Toes), "Heaven on Earth" (Oh, Kay!), "Clap Yo' Hands" (Oh, Kay!), "Let's Kiss and Make Up" (Funny Face), "My Cousin in Milwaukee" (Pardon My English), "They All Laughed" (from the 1937 film, "Shall We Dance"), "Hang On to Me" (Lady Be Good!), "By Strauss" (from the revue, The Show is On), "Bride and Groom" (Oh, Kay!), "Looking for a Boy" (Tip Toes), "Blah, Blah, Blah" (from "Delicious") and the obscure "Will You Remember Me?" (intended for Lady, Be Good!). The program is subject to change, as the show is tinkered with in previews.

They All Laughed! was first performed in a series of industry readings in January 2000 with a cast that included Roger Bart, Laura Benanti, Kevin Chamberlain, Donna English, Tovah Feldshuh and Mary Beth Peil.

This is not the first time the songs of George and Ira Gershwin have been plundered for "new" shows: My One and Only, Crazy For You and The Gershwins' Fascinating Rhythm were all new Broadway constructions using old songs. Neil Simon once worked on a now abandoned Gershwin- infused musical called A Foggy Day.

For information, call the Goodspeed box office at (860) 873 8668.

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Goodspeed Musicals will present a new musical version of Great Expectations at its Norma Terris Theatre in Chester, CT, Aug. 2-26. Mel Marvin penned the music, novelist John Jakes wrote book and lyrics and Kent Thompson directs. Janet Watson choreographs.

— By Kenneth Jones