Then again, so did The Entire Prussian Army.

You've just been taken. And that's the point of the show, about con men on the French Riviera who trick vulnerable women out of their dough.

From the creators of The Full Monty — composer-lyricist David Yazbek, director Jack O'Brien and choreographer Jerry Mitchell — Dirty Rotten Scoundrels begins Broadway previews the evening of Jan. 31 toward an opening of March 3.

Tony Award nominee Norbert Leo Butz plays Freddy and Tony Award winner John Lithgow plays Lawrence, roles previously played by Steve Martin and Michael Caine in the 1988 MGM film of the same name (the template of which was borrowed from the earlier David Niven-Marlon Brando picture, "Bedtime Story").

With a libretto by "Mad About You" veteran Jeffrey Lane, Dirty Rotten Scoundrels had a Sept. 22-Nov. 7, 2004 tryout at Old Globe Theatre in San Diego, where O'Brien is artistic director. (One of the challenges of early previews in New York will be calibrating the running time of the show to account for the laughs. The musical is a larger-than-life musical comedy, after all.)

The show's central relationship is between its title characters. As they compete to cheat a vulnerable heiress, Christine Colgate (played by Sherie Rene Scott), out of her fortune, rough-edged swindler Freddy and smooth veteran Lawrence find themselves at the beginning of a beautiful friendship.

"They see in each other they are like two halves," librettist Lane told Playbill.com. "They each have something the other needs. Lawrence, when he first meets him on the train, he just dismisses Freddy. But when he's talking to Andre in the next scene he says, 'He reminds me of me when I was just starting out: The danger, the fact that you are making it up as you go along.' Lawrence is the guy who has the class, who has done it all and is smart. Freddy is the guy raised by his bookie grandmother, been on his own since he was 15. You know what? They both could do fine on their own. But it's not as much fun."

Tony Award-winner O'Brien added, "Them getting together is basically because John Lithgow's character sees in Norbert's the naïveté he once demonstrated — there's a kind of passing on of methodology there. That's a different kind of love between people: You know, a mentor-protégé type thing."

O'Brien said it's indeed the beginning of a beautiful friendship, but it takes interaction with the ladies in the show (Joanna Gleason, Sherie Rene Scott, Sara Gettelfinger) to help make it gel, and "the con" goes on beyond the curtain. "We're going to unleash them on the world," O'Brien said.

Tony Award winner Gleason (Into the Woods) is Muriel Eubanks, a wealthy divorcee from Omaha. Gettelfinger (Nine) is Jolene Oaks, a wealthy husband-loving gal from Oklahoma.

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The musical came about after movie company MGM (through its MGM On Stage initiative) invited writers, directors and producers to consider its catalog of titles for musicalization. Lane, Yazbek and producer Marty Bell had all independently inquired about the 1988 Frank Oz-directed "Dirty Rotten" film, which had a screenplay by Dale Launer and Stanley Shapiro & Paul Henning. MGM's Darcie Denkert and Dean Stolber got the parties together.

Fans of composer-lyricist David Yazbek's score for his freshman Broadway effort, The Full Monty, will be happy to know that with Dirty Rotten he continues his knack for spinning playful, comic lyrics while drawing on many musical sources.

"I tried to stay away from French music — I can't stand it, that accordion stuff," Yazbek told Playbill On-Line. "There's a continental flavor to the score — y'know, a string section — but there's also room for funk and that kind of stuff. When it was time for something festive and summery, I came up with this samba. There's a couple of really old fashioned ballads. When I say old-fashioned, I mean really old-fashioned — like, '40s and '50s."

The designers are David Rockwell (scenic), Gregg Barnes (costume), Kenneth Posner (lighting) and Acme Sound Partners (sound). Orchestrations are by Harold Wheeler. Ted Sperling is musical director and wrote incidental music arrangements. Yazbek and Sperling handled vocal music arrangements, while Zane Mark did dance music arrangements. Fred Lassen is conductor. Denis Jones (The Full Monty) is associate choreographer.

The cast includes Gregory Jbara, Timothy J. Alex, Andrew Asnes, Roxane Barlow, Stephen Campanella, Joe Cassidy, Julie Conners, Jeremy Davis, Rachel deBenedet, Laura Marie Duncan, Sally Mae Dunn, Tom Galantich, Jason Gillman, Nina Goldman, Greg Graham, Amy Heggins, Grasan Kingsberry, Gina Lamparella, Michael Paternostro, Rachelle Rak and Nick Wyman (the respected Les Misérables veteran who is the standby for the role of Lawrence).

The Dirty Rotten Scoundrels performance schedule is Monday-Saturday at 8 PM, Wednesdays and Saturdays at 2 PM. After March 8, Tuesdays at 7 PM, Wednesday-Saturday at 8 PM, and matinees Wednesday and Saturday at 2 PM and Sunday at 3 PM.

For ticket information, call TeleCharge.com at (212) 239-6200.

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The musical numbers listed in the Playbill at the start of previews are Overture, "Give Them What They Want," "What Was a Woman to Do?," "Great Big Stuff," "Chimp in a Suit," "Oklahoma?," "All About Ruprecht," "What Was a Woman to Do?" (reprise), "Here I Am," "Nothing Is Too Wonderful to Be True," "The Miracle" (Act I finale), Entr'acte, "Rüffhousin' mit Shüffhausen," "Like Zis/Like Zat," "The More We Dance," "Love Is My Legs," "Love Sneaks In," "Like Zis/Like Zat" (reprise), "Son of Great Big Stuff," "The Reckoning," "Dirty Rotten Number," Finale.