The ladies who decry "dirty books" in The Music Man would recoil over the sex-driven musical comedy, Fanny Hill, which ends its world premiere run Aug. 29 at Goodspeed-at-Chester in Connecticut, but audiences there are indulging in it.

The bawdy musical by librettist-composer-lyricist Ed Dixon is sold out (except for limited tickets for industry) at the Norma Terris Theater, Goodspeed's space devoted to new works. The run, which was not reviewed (typical at Chester), began Aug. 5. Throughout the month, new scenes and sections have come in and out, producer Pete Herber said.

Actors' Equity allows a certain number of rehearsal hours and director Gabriel Barre and Dixon used the time to edit and improve."We know we have changes to implement, but with limited rehearsal time we didn't address everything," Herber said. "We have a very good show, I want to bring in a great show."

Herber told Playbill On-Line Aug. 27 that money people and representatives from regional theatres have come to see the show and there are discussions about a next step. Herber said the likely path will be a regional stand prior to New York, but admitted that August is not the best time to be premiering an aspiring new product because investors are on vacation.

Still, Herber said, regional reps have shown interest and audience feedback is strong, with some folks saying the show could be even bawdier. A CD is in the works. "People ask me to describe the show," Herber said. "I say it's like a cross between Candide and 'The Carol Burnett Show.'"

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The comic romp is based on John Cleland's notorious 18th-century novel about a woman's journey from innocence to prostitution. But writer Dixon said his version is all in fun. The thing is written and directed in a "lightning-fast" style, said Herber.

"It's the first dirty book of any note," Dixon said of the 1749 novel. "It's the first [such] book to reach a literary status."

Dixon, who wrote book, music and lyrics, said the novel is "absolutely humorless," but filled with graphic sexual adventures. He chose to present Fanny's journey -- and the sexcapades -- with humor rather than nudity or crudeness, creating a rapid-fire romp.

The book had been on his shelf for many years, but he resisted it as a musical possibility because it was so raunchy. "I'm always looking in the classics for things that can be adapted," Dixon told Playbill On-Line. "But it's so graphic that I shunted it aside."

But he revisited the book when he decided he wanted to do a sexy, romantic show, and Tom Jones and Casanova seemed too unwieldy and required too large a cast. The Fanny Hill company numbers 10.

"I suddenly saw 'Fanny Hill, which had been on my shelf," he said. "I don't think anyone's noticed the plot before. The plot's fantastic!"

After her parents die, Fanny goes to London where she falls in with a madam, unknowingly begins a life of ill repute, meets her true love and then loses him and becomes the most famous woman of pleasure in London.

"It's my intention that the piece not be vulgar at all," said Dixon. "[Although] it deals with a crossdressing countess and a masochist and lisping priest..."

The musical, which he calls a freely adapted version of the book, "goes about a thousand miles an hour, the plot happens so quickly you have to keep up."

Dixon describes the music as "very romantic" and not through-composed. His previous shows, Shylock and Cather County were sung through.

"My bent is slightly operatic and through-composed, but in this case I wanted something more commercial: A musical with songs and book," he said.

Dixon studied voice at Manhattan School of Music and has worked steadily for years as an actor in both musical and non-musical roles. He was most recently in Broadway's The Iceman Cometh, as Piet Wetjoen, but he left the run early to nurture Fanny Hill in Connecticut.

Dixon, 50, also has on his resume a long stint as Thernardier on Broadway in Les Miserables, Cardinal Richelieux in The Three Musketeers and Ozzy in The Scarlet Pimpernel (all on Broadway). On tour he was Max in Sunset Boulevard (Joseph Jefferson Award Nomination), and Charles in Pippin.

The Fanny Hill cast includes Nancy Anderson (Fanny), Becky Barta (Martha), Michael Cone (Mr. Sneed, Mr. Barville), Bryan Donovan (Will Plenty), Lynn Eldredge (Count Brodski), Will Gartshore (Charles), Teri Hansen (Phoebe), Ken Jennings (Rev. Fallwell), David Persly (Lord Hereford) and Barbara Tirrell (Mrs. Brown). Musical direction is by Constantine Kitsopoulos.

Designers are James Youmans (set), Pamela Scofield (costumes) and Tim Hunter (lights).

Fanny Hill had a reading at Manhattan Theatre Club in November 1998. Lynette Perry (Ragtime) played the title role.

For information about productions at the 199-seat Goodspeed-at Chester/Norma Terris Theater, call (860) 873-8668.

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Meanwhile on the Goodspeed Opera House stage in East Haddam, CT, the 1020s romp, No, No, Nanette continues to Oct. 2. The Chester space is used as a developmental theatre.

-- By Kenneth Jones