The Bard challenges audiences on a variety of levels. His is hardly the language of modern Americans; simply grappling with the modes of speech he employs, including rhyming couplets and blank verse, can be a difficult hurdle to overcome in mounting a Shakespearean production.

With these roadblocks to consider, it's difficult to imagine Shakespeare and musicals going hand in hand, but at least two musicals - Kiss Me, Kate (a loose adaptation of Taming of the Shrew) and The Two Gentlemen of Verona - have succeeded on Broadway, to the extent that each took home the trophy for Best Musical at the Tony Awards.

Add to that list of Shakespeare-to-musical successes Illyria, a new musical from Prospect Theater Company off-Broadway that's a sparky adaptation of the comedy Twelfth Night. It hasn't yet stormed Broadway (and probably won't), but it's just about up to snuff, with a charming book by Cara Reichel, who also directs, and a score by Peter Mills. It's a sprightly concoction, using a variety of musical genres and featuring an energetic cast who serve the material well.

Illyria, a half-fictional ancient Adriatic region, is home to Olivia, a maiden, in mourning for her brother, who rejects the advances of Duke Orsino, taking notice of his advances only after Viola (dressed as Sebastian) is sent to plead the Duke's case. Mistaken identities give way to a great deal of confusion. Soon a love quadrangle is established, further complicated by the scheming of the servant Maria and Olivia's uncle Toby, the unwitting tomfoolery of Olivia's servant Malvolio, and, ultimately, the return of Sebastian alongside the pirate Antonio.

As with the aforementioned musical adaptations of Shakespeare, the original text serves mostly as a guidepost. The vernacular is modern enough to be understood, and the conventions of musical theatre are applied to make the evening more enjoyable. Though the use of the fool as narrator is somewhat inconsistent and a few of the performances are overblown to suit the musical theatre format (Jimmy Ray Bennett hams it up as Malvolio in his cross-gartered yellow stockings), what's on display here is mostly top-notch.

Particularly winning amongst the cast are sweet-voiced Jessica Grové as cross-dressing Viola and sultry Laura Shoop as Olivia. They're well-matched by Brandon Andrus as Duke Orsino, whose quirky straight-man charm allows him to play the mistaken identity themes cunningly.

Peter Mills's score is lively and evocative, spanning a variety of musical territories, from traditional theatre music to ballroom dance styles to the jazzy Undone, a clever play on Shakespearean diction that gives Laura Shoop a rousing showcase. The show-stopper Cakes and Ale is mind-numbingly catchy (I left humming the tune), and the lovely quartet Save One, the first act closer, is also a standout.

It's a testament to Reichel and Mills's skills as writers that the material comes off with such charm. There's nothing too groundbreaking here, just a bit of comedy and some musical theatre panache. But Prospect Theater Company, who impressed several seasons back with an original musical The Flood, again prove that they're a formidable up-and-coming force in New York theatre. It remains to be seen what comes next from this ten-year-old company (Illyria marks their tenth anniversary), but the teen years may yet hold some great surprises.

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