the "Ain't Misbehavin'" ensemble At any musical performance, the applause and cheers of a large, captivated audience are thrilling to experience, and at Saturday night's splendid production of Ain't Misbehavin' at the Timber Lake Playhouse, the crowd, on more than a few occasions, did indeed go nuts.

But there's a sound that, in musical theatre, may be even more electrifying: that of a large, captivated audience not making any noise at all.

Theatre patrons are a notoriously fidgety group, and when they're uncomfortable or bored you can hear it; they'll flip through their programs, or whisper to their neighbors, or engage in the delightful pastime of coughing - anything to distract their attention from the on-stage goings-on. Yet while Ain't Misbehavin' is chockablock with dynamic, high-energy musical numbers, the show - a revue of the works of legendary '30s jazz pianist/composer Fats Waller - does occasionally slow down for a ballad or torch song, and it was at those moments that Saturday night's Timber Lake performance departed the world of topnotch musical theatre and entered the realm of the divine.

Ain't Misbehavin', first produced in 1978, was one of the first - and remains one of the best - jukebox musicals to hit Broadway, and of the more than two dozen Waller compositions heard in this revue, spirited jazz hits such as "How Ya Baby" and "The Joint is Jumpin'" are designed to get even the grumpiest toes a-tappin'. As enacted by a peerless five-person cast - Lili-Anne Brown, Karen Marie Richardson, Dan Riley, Bethany Thomas, and Sean Walton - Timber Lake's production doesn't skimp on the exuberance, and director Chuck Smith, aided by Brown's witty choreography (based on Arthur Farin's original Broadway moves) and the exquisite talents of conductor Nolan Dresden's orchestra, stages the up-tempo numbers with stunning aplomb.

When, however, the first of the evening's torch songs was performed - when Thomas, in spotlight against a shimmering gold curtain, sang "Squeeze Me" with startling emotion - the audience seemed to collectively understand that this was going to be more than your standard jukebox musical; with Thomas' voice rising and falling in waves, the singer holding off on her money notes until you were aching to hear them, the hush in the audience was palpable. When Richardson, early in the second act, delivered a deliberate, soulful take on "Mean to Me," squeezing every drop of pathos and strength from this bewitching Waller composition, the crowd was tantalizingly still.

And when, in the prelude to Ain't Misbehavin's finale, the quintet performed an a cappella rendition of "Black & Blue," creating one of the most chilling five-part blends you could ever hope to hear, it appeared that the audience was afraid to even breathe for fear of missing a perfectly calibrated harmony. At the number's end, you would expect a thunderous ovation. But on Saturday night, there wasn't one. There was a three-second beat, as if the crowd needed a moment to take in all they'd heard, and then a thunderous ovation.

I'm not sure it's possible to describe just how fine this ensemble is, both collectively and individually; these performers possess spectacular talent and riveting stage presence, and they're oftentimes funny as all get-out. Riley's low-key confidence and supreme skill is inspiring; his suggestively sexy phrasing on "Honeysuckle Rose" is magical, and he gets the crowd roaring to a raucously brash take on "Your Feet's Too Big." Thomas' dexterous range is damn near terrifying - she hits notes so high and so low, occasionally within the same song, that they leave you breathless - and she's a sharp comedienne besides; when Thomas and Richardson team up on the invigorating "Find Out What They Like," the song's musical and comedic elements gel in incredible fashion.

For her part, Richardson is a fearless, fiercely moving vocal powerhouse capable of great subtlety; her rendition of "I've Got a Feeling I'm Falling" is one of the loveliest versions of that classic I've heard. The gloriously vibrant Brown reveals a buoyant comic spirit and connects with the audience beautifully, her performance of "Keepin' Out of Mischief Now" a sweetly saucy Act II highlight. And Walton is so accomplished, and displays such effortless charisma, that it's occasionally difficult to watch anyone else; unless it was an optical illusion, at one point Walton sang a lyric while performing a backwards somersault into a standing position, and made it look as though it was the easiest thing in the world. Like his co-stars, Walton is so talented he makes your jaw drop.

The whole of Timber Lake's Ain't Misbehavin' would be close to perfect if it weren't for one segment that struck me as a mistake - Act I's overly jokey medley of USO tunes. The sequence is certainly performed well - Richardson's double-time rendition of "Cash for Your Trash" is a particular treat - but it's the one time in the show when the comedy overshadows Waller's musical accomplishments; the lyric cleverness of the numbers, and the patriotic sincerity behind them, is sacrificed for easy laughs. (Intentionally bad singing is never as funny as directors and book writers seem to think it is.)

This, however, is a minor failing - as well-done as the USO segment is, it's barely a failing - and it does little to diminish the nearly ridiculous joy to be found in Timber Lake's Ain't Misbehavin'; the show is zippy and passionate, and at less than two hours, it moves like a dream. Timber Lake's season-closing production is something that's all too rare - a party that's over before the guests are ready to leave.


For tickets, call (815) 244-2035.

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