From the trove, 'Pirates!' remade

"It never leaves you, like cirrhosis," she says about her Pudding days.

Benjamin has gone on to a busy theater career but retains her addiction to silliness. It should shock no one, then, that Benjamin had the gall to adapt the lyrics and text of the classic Gilbert and Sullivan musical operetta "The Pirates of Penzance" into a musical comedy called "Pirates! (Or, Gilbert and Sullivan Plunder'd)," now in previews with the Huntington Theater Company.

Her task was to maintain the essence of "Penzance" while marinating it with the atmospherics and location of the hit Johnny Depp film "Pirates of the Caribbean: Dead Man's Chest." "Pirates!" director Gordon Greenberg had just seen the mov ie and wanted to marry a satire with a ghost story.

He proceeded to ply Benjamin with food and booze to persuade her to try it, but Benjamin, a Gilbert and Sullivan fan since childhood, at first refused to touch a word of "Penzance." To her, it would have been like tinkering with the Bible.

But the challenge was seductive and Benjamin finally caved. She ended up writing new lyrics and text for over half the operetta. "Nell really captured the spirit and the very biting social satire of Gilbert and Sullivan," says Greenberg. She matched every rhyme scheme at the highest standards. We didn't want to dumb it down."

You get a whiff of what's in store just from the poster for the show: a woman's cleavage with a tattoo on one breast.

"They were the 'Daily Show' of their time," says Greenberg. What he means is that Gilbert and Sullivan believed in empire, but couldn't resist making fun of it. Much of their humor was sharp and topical, so many of the references to individuals or events sail over our heads today.

Like sweetbreads, the pair is an acquired taste. There are legions of Gilbert and Sullivan fanatics across the globe who swoon over every song, delight in every lyric, and revere every poke in the nose of late Victorian British society. Unprovoked, they are known to break into loud, unsettling renditions of their favorite songs in polite company.

The rest of us approach Gilbert and Sullivan with trepidation. The addicts get tiresome. We detect a preciousness in them and the whole Gilbert and Sullivan shtick. Also, to grasp their operettas requires serious research. In this case, you need to know "Penzance" to fully appreciate "Pirates!"

Greenberg faces the daunting task of satisfying three groups in his audiences: purists, librettos on their laps, who will probably sniff at the new production; Gilbert and Sullivan fans who will love the spirit of the new version; and the great unwashed who are clueless about Gilbert and Sullivan but come out of curiosity

The plot of "Penzance" is nonsensical. That's its conceit. There is a ridiculous gang of pirates who operate out of a seaside port by the same name on Britain's Cornwall coast. Greenberg dismisses their pirate chops and calls them the Pirates of Scarsdale.

There is an apprentice pirate named Frederic. There appears a bevy of daughters of Major-General Stanley, a pompous figure who epitomizes the military pooh-bahs of the era who also shows up. (Pooh-bah comes from Pooh-Bah, a character in "The Mikado.") To make the long story short, the pirates renounce their ways and eventually marry Stanley's daughters. Frederic marries one, the ineffable Mabel, and they all live happily ever after.

In the new version, Greenberg, Benjamin, and John McDaniel, the trio who dreamed up "Pirates!" offer a whole different look. There are new lyrics and text, new sensibilities and new locations in a Caribbean pirate's cove and the nearby jungle. Two songs from other Gilbert and Sullivan shows were added at appropriate places.

Major-General Stanley is now governor of the Caribbean island, hoping to convert the natives. Some things never change. Mabel has grown into a smart leading lady. There's a pirate curse and other sundries, but they all still live happily ever after.

The first version of "Pirates!" was staged in 2006 at the Goodspeed Opera House in East Haddam, Conn. A truncated version was staged the following year at the Paper Mill Playhouse in Millburn, N.J., because the playhouse was in financial straits at the time.

So this version, in effect, is the second round of the adaptation. Greenberg told the new cast to treat it as an out-of-town play, where revisions are constant. His goal: Broadway.

The temptation to adapt and update classic theatrical works of all stripes is irresistible for risk-taking theater types like Greenberg - risk-taking theater types is redundant. Witness "Pirates! Or, Gilbert and Sullivan Plunder'd." What we have is a lark. Ah, for a good lark.

Sam Allis can be reached at allis@globe.com.