Dan Roos' sly, low-key and quirky little film at first doesn't seem an obvious choice to be turned into a musical. But surprisingly, the show manages to be the opposite of these expectations, and the result is a decidedly offbeat work that's true to the spirit of the original while tapping into and expanding its emotional core.

Dan Roos’ sly, low-key and quirky little film at first doesn’t seem an obvious choice to be turned into a musical, a form in which characters burst into song when their emotions can’t be contained. Roos’ characters are just too cynical or self-aware to resort to such theatrical conventions. But surprisingly, the show manages to be the opposite of these expectations, and the result is a decidedly offbeat work that’s true to the spirit of the original while tapping into and expanding its emotional core. Tuner’s prospects are good for future productions, but the inherent downtown nature of work may limit it as a mainstream attraction.

Douglas J. Cohen and helmer Robert Jess Roth are credited with the book, although the best and brightest scenes and lines come directly from Roos’ own screenplay (including scenes cut from the movie). Cohen creates an engaging score and does well in expanding film’s exploration of yearning, sexual confusion and human connections.

Show’s creators nicely balance the sentimental with the sardonic, embracing the musical form while mocking it as well — no easy feat given the idiosyncratic source material, including the dare-you-to-like-me narrator-protagonist.

At the heart of the film and the musical adaptation — which is getting a second go-round at the Williamstown fest’s second stage after a 2004 preem at San Francisco’s Magic — is a character seemingly of no heart, which for a tuner makes for a special challenge.

Dedee Truitt (Kerry Butler) is one cool cookie and clearly too smart for the room. Show’s episodic plot has this 16-year-old trailer-trash Lolita splitting from her bayou home and landing on the doorstep of her “so nice, so good” half-brother Bill (Gregg Edelman) and his young boyfriend Matt (David Burtka) in Middlebrow, Ind. After a session with Dedee, it’s hi and bye for Matt as the two hit the road after they announce that she is pregnant.

In pursuit are Bill; Lucia (Kaitlin Hopkins), the sister of his dead lover; Dedee’s redneck beau Randy (Ian Scott McGregor); and Carl (Herndon Lackey), a sweet-natured sheriff and friend of Bill’s who has a crush on Lucia (who has a crush on Bill). Adding to the complications and raising the stakes is Matt’s dimwitted and highly pierced ex, Jason (Lance Rubin) who falsely claims that Bill abused him when he was a student. Oh yeah, someone gets shot.

But it’s not the plentiful plot machinations that drives the film and musical but rather the sharp dialogue, smartass tone and not-what-you-expect characters Roos has created.

That’s especially the case for Dedee, played memorably in the film by Christine Ricci and here portrayed in a smashing perf by Butler, who infuses the character with musical comedy energy but doesn’t skimp on the toughness.

Problem for the show is that Dedee doesn’t have songs so much as numbers that simply convey exposition and attitude. Long opener, while wittily written, presents a ton of info, much of it taken verbatim from the screenplay.

That’s not a bad thing given the cleverness of Roos’ dialogue. But after two additional long scenes set to music, aud may wonder why the screenplay was not simply enacted onstage. It’s not until the character of Matt sings yearningly about “A Normal Life” that we get a sense of a piece’s musical inner life, one that is then regularly conveyed in such engaging songs as “Destiny,” “It’s Not Enough,” and “Look at Me First.” Situation songs such as “Lucia” and “Not Tom” are also first-rate.

Stage thesps do well in fulfilling — or at times echoing — film’s perfs. Strong-voiced Edelman plays the tricky part of Bill, conveying a benumbed man in denial of his state of mourning. Lackey’s low-key Carl is the clearheaded and clear-hearted calm in the center of show’s angst and chaos (and has two of the evening’s best tunes).

Burtka shows depth in what could have been written off as a sweet hunk role (which he fulfills as well). Hopkins doesn’t try to duplicate Lisa Kudrow’s film perf and comes close to making the part her own, but still has to find the right comic note early in the show to win aud.  McGregor shines in a variety of well-honed comic roles, including the single-testicaled Randy.

Derek McLane designs a playful set decorated with Monopoly-like pieces representing the many locations of this episodic road show, seen from a bird’s-eye view. Sharp and propelling music direction is by Lynne Shankel.

The Opposite of Sex

Nikos Stage, Williamstown, Mass.; 172 seats; $35 top

Production

A Williamstown Theater Festival presentation of a musical in two acts based on the screenplay by Don Roos. Music and lyrics by Douglas J. Cohen. Book by Robert Jess Roth and Cohen. Directed by Roth.

Creative

Sets, Derek McLane; costumes, Sarah Laux; lighting, Norm Schwab; sound, Nick Borisjuk; music direction and additional arrangements, Lynne Shankel; production stage manager, B.J. Forman; production manager, Michael Wade. Opened Aug. 10, 2006. Reviewed Aug. 12. Continues through Aug. 20. Running time: 2 HOURS 5 MIN.

Cast

Dedee Truitt - Kerry Butler Randy Cates,others - Ian Scott McGregor Bill Truitt - Gregg Edelman Jason Bock - Lance Rubin Matt Matteo - David Burtka Lucia Dalury - Kaitlin Hopkins Carl Tippett - Herndon Lackey

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