Director Ed Shea says "The Underpants," the latest offering from his 2nd Story Theatre, is one of those sex farces you could bring a kid to and the kid wouldn't know why everyone is laughing. It's bawdy, sure, but discreet in its own way, full of double entendres.

"It's the raciest show I've ever encountered without a dirty word in it," said Shea.

"The Underpants," which opens in previews Friday, is comedian Steve Martin's 2002 adaptation of German playwright Carl Sternheim's 1910 farce "Die Hose." It concerns a certain fetching frau, who, while attending a parade for the Kaiser, jumps up to see better and finds her bloomers dropping to her ankles. She is not fazed by the incident. But her husband, a low-level bureaucrat, is worried his reputation will be ruined.

Meanwhile, that room the woman and her husband had been trying to rent now has no shortage of applicants; Louise, the woman, has become something of a celebrity in town.

It turns out that Louise's husband, Theo, decides to put a wall up in the middle of the rented bedroom and rent to two lodgers, a lecherous poet who has his eye on Louise, and a hypochondriacal barber. Louise's busybody upstairs neighbor, Gertrude, encourages Louise to have an affair with the poet, because her husband is falling down on the job.

"For a short time," said Shea, "Louise was talked about; she had her 15 minutes of fame. And now she doesn't know how to get back to her regular life."

The play, said Shea, is Louise's "journey through a world of men. We watch her in an almost fairy-tale kind of way."

Meanwhile, 2nd Story is getting ready to install air conditioning in its Market Street home. The project should be completed for the start of the summer season July 7, when 2nd Story stages "The Late Christopher Bean," Pulitzer-winner Sidney Howard's tale of a small-town doctor who is in possession of some valuable paintings by the late Christopher Bean. The fun begins when the doctor's small country home is descended upon by big-city art dealers and swindlers who he and his trusty maid figure out how to outwit.

"The Foreigner" follows on Aug. 11. That's Larry Shue's hilarious look at shy Charlie, who is so socially inept that he pretends to be a foreigner who doesn't understand English so he won't have to speak with people. When he is left alone in a Georgia fishing lodge, the guests begin discussing things they shouldn't, thinking that Charlie can't understand them. That's when he learns of an evil plot and saves the day in a side-splitting rescue effort.

As part of the theater's efforts to raise money for the air conditioning, 2nd Story will put on William Luce's one-woman show "The Belle of Amherst" at the Bristol Statehouse from June 3-27. The production will be directed by Pat Hegnauer, cofounder of 2nd Story and a former artistic director. Christin Goff, last seen at 2nd Story in the title role of Shaw's "Major Barbara," will star as poet Emily Dickenson.

Louise, a fetching German frau, had hoped to get a better look at the king during a parade, when she hopped on a bench and suddenly found her bloomers down around her ankles. She could care less. But her husband, a small-time clerk, is afraid the fallout from the incident will result in him losing his job.

So begins "The Underpants," a 1910 farce by Carl Sternheim adapted by comic Steve Martin. The show is up through May 30 at Warren's 2nd Story Theatre, and it's a delight.

Don't go looking for anything deep in this fast-paced, funny script. No, this is sheer entertainment, bawdy stuff laced with lots of double entendres and its fair share of wiener jokes.

The play also says a lot about human nature, about how such an innocent slip of the panties can get a whole town in an uproar. Louise, due to her momentary indiscretion, has become something of a local celebrity. That spare room she and her husband, Theo, have been trying to rent now has prospective male boarders standing in line, all hoping to move in with Louise.

There is not much of a plot to this play, but the interaction between the characters is wonderful.

Louise and Theo have a strange relationship for starters. They had sex on their wedding night, but not since. Theo is waiting until they have saved enough to have a baby. Louise, on the other hand, is looking for romance, and thinks she's found it in a wild-eyed poet who has become their tenant. The poet, a certain Versati, was on hand to witness the dropping drawers, and has since become smitten by Louise. Besides, her nosy upstairs neighbor, Gertrude (Paula Faber), is in favor of a tryst, saying Theo is falling down on the job.

But Versati turns out to be all talk and no action.

There is a second lodger, though, a barber named Cohen, who also has the hots for Louise. And this is where the long-running German Jew joke gets traction. Cohen is always telling people his last name is spelled with a "K." And when he uses the word "kosher" to describe something and Theo remarks about it, Cohen replies "that's kosher with a c."

The play is pretty amusing to begin with, but one suspects a lot of the jokes were added by Martin. One of the funnier gags has Gertrude promising Louise that she will act as a lookout if she has an affair with Versati. Gertrude promises to knock three times if she sees Theo coming. So Louise strips to her undies, and waits for Versati. But in comes Theo, who barely notices his wife. He heads for his room and just then we hear the thuds from Gertrude, about two minutes late.

The play holds together nicely, thanks to sure-footed direction from Ed Shea. He's got the ensemble pulling together.

But there were some strong individual contributions, too. Jonathan Jacobs was terrific as Cohen, capturing the quirkiness of the man and coming up with a compelling character. Rachel Morris's Louise is a woman who at first seems to enjoy her celebrity, but in the end has had enough of gushing admirers.

F. William Oakes did a nice job playing up the crudeness in his Theo, a cautious, uptight man who admits that his wife is too glamorous for the likes of him.

The show runs about 100 minutes with one intermission, and as is customary at 2nd Story, it is done in the round using a painted on set that is almost as kitschy as the Bavarian music piped into the theater before the start of the play.

Again, it's not a very weighty show. But if you're up for a fun night of theater, "The Underpants" is a good bet.

Yes, indeed, "frisky" is just the word for this century old German tour de farce by a now mostly forgotten fellow named Carl Sternheim. His script ran on about...Oh, well, let's not worry about that.

For you see, Herr Sternheim's script has been adapted - and you strongly suspect - largely re-engineered by that man of many an artistic talent, Steve Martin.

The result at 2nd Story is an hour and a half of hilarity and wit, salacious good fun, all put together with speedy care by director Ed Shea. The plot is ... Oh, have I forgotten the title?

Well, ahh, yes. The name of the play is "The Underpants." It concerns the loss of a lady's knickers. The objects in question, you see, fell from her hips to her heels as she became excited watching the King parade by. That unfortunate moment is followed by another parade as young males chase the lady in question, all the while running circles around her poor nincompoop of a husband, a civil servant interested more in his "responsible" job and ultimate pension than anything as fraught as sex with his wife.

All of this is right up director Shea's alley. He loves fast moving theater and is unafraid to take chances with it. In "The Underpants" he and a super fine cast have gone for Marxism. No, not the kind of Karl, the kind of Groucho, and his entourage.

The actors parade boldly on stage. Each makes an entrance, chest-popping, eyes bright. They declaim their lines with all the confidence of people who know they are being funny, no mean trick. When they leave the stage, they often march off in line, one, two, three, just like Groucho and the boys used to do all those decades ago.

The jokes come fast and furious, and bad sometimes, deliberately bad. Take this little moment: The wife, she of the fallen panties, and a resulting awakening sexuality, is describing in some detail her fantasy of making love with a man other than her husband. In walks hubby: "Is the weiner in the oven yet?" he declaims.

Trust me, in the context of this production that line, somehow, works. The cast is headed by a marvelous F. William Oakes, as the pompous hubby. He even looks like Groucho, as he gives you a perfect picture of a self-important chump. Rachael Morris is the undergarment-losing wife and she is hilarious and sexy, nicely shading a performance which shows the woman's pluck, and ability to learn from disaster.

The rest, Paula Faber, Dillon Medina, Jonathan Jacobs and Vince Petronio, are all individually strong and part of an ensemble.

I said before that "The Underpants" is pure fun. But actually the performance by Morris as the wife shows us a woman growing in confidence and ability despite difficulty.

So how can you go wrong: The right sort of Marxism, mixed with some sexual byplay, crisp humor, and a bit of growth for a young woman? "The Underpants" is worth seeing.

Shout "Fire!" in a crowded theater and you get one response. Shout "Die Hose!" (women's undies) in a German theater back in 1911 and you got another kind of uproar. When satirist Carl Sternheim staged the play by that name, the morally pretentious German bourgeoisie were shocked, shocked, shocked, and the curtain soon came down under government censorship.

The Underpants, the 2002 adaptation by Steve Martin, is being staged by 2nd Story Theatre (through May 30), and it certainly is fun to feel smugly superior to those social hypocrites. We can shove aside thoughts of our own social hypocrisies for a while and laugh, laugh, laugh.

Both the original and this version start off fired from a cannon: an explosive incident has just occurred. Louise (Rachel Morris) and husband Theo (F. William Oakes) have just returned from viewing a parade, at which her underpants inexplicably fell to her ankles, to the nostril-flaring fascination of observing males. In the original play, her husband physically assaults her, but Martin wants to induce laughter rather than moral qualm, so here Theo just blusters.

They have a room to rent, and in short order two young men show up, eager to sign a lease and neglecting to quibble about the cost. Yes, they were witnesses to the dropped drawers and are hoping to get lucky about more than living accommodations. The dapper poet Versati (Dillon Medina) doesn't tip his hand at first, so Louise agrees. But when Herr Cohen (Jonathan Jacobs) shows up, Theo figures he can divide the room in half and charge them both. (That's "Cohen with a K," the prospective boarder insists. Sternheim's father was Jewish, and he originally named the character a similarly revealing Mandelstam while also having him deny the obvious.)

When the handsome Versati arrives, upstairs neighbor Gertrude (Paula Faber) encourages Louise, who longs to be adored, to yield to his heart-throbbing, poetical attentions. Married a year, Louise admits that except for her wedding night she is virtually still a virgin, since her Pfennig-pinching government bureaucrat husband doesn't think they can afford a baby. With all this money suddenly coming into the house, you can guess who her next lustful suitor will be: Theo - although he has already been after the upstairs neighbor. (Successfully in Die Hose, not so here. Martin doesn't want to muddy the comical waters.)

The acting here is on the money, all around. Oakes is a hand-rubbing villain you love to hiss at; Morris is a perky, pretty ingénue with enough of a gleam in her eye to convincingly turn naughty. The two gentleman callers, Medina and Jacobs, are respectively dewy-eyed and sly, per story requirements, and Faber's worldly neighbor nicely balances helpfulness and libido. A minor character eventually comes in, Klinglehoff, a skittish sort who wants to get away from the social and moral pressures of the world, and Vince Petronio thoroughly gets into making him a nervous wreck.

Playwright Sternheim was out to pop some balloons of puffed-up pretension, as Frank Wedekind did 20 years earlier with Spring Awakening. Martin's rubber-tipped arrows can hardly do the same here, but his aim is to make fun for us rather than of us. These days the bourgeoisie are a comfortable cohort large enough to encompass us and Martin too. So farce is the chosen style here, rather than brutally accusatory satire. No well-meaning middle-class characters were harmed in the making of this play.

This is all snappily and imaginatively directed by Ed Shea. (When Theo walks in after Cohen has been hurled to the floor by Louise, rebuffing his advances for the moment, Shea has the quick-thinking character start doing push-ups.) It all moves along with verve and imagination by Martin. (When Cohen forgets himself upon exiting and starts to say "shalom," the playwright has him end the word "lo-lo-lo-lo, lo-lo-lo-lo," to the tune of Wagner's "Ride of the Valkyries.")

As if we hadn't been having enough fun, Martin tacks on a brief and hilarious closing scene that Sternheim could not risk writing but which certainly would have reduced him to tears of anti-establishment laughter.

In 2002, Steve Martin adapted Carl Sternheim's 1910 German farce Die Hose into The Underpants, which, under Ed Shea's direction, is being produced at 2nd Story Theater in Warren, RI.

How many seconds does it take for grown men to lose their minds? According to Sternheim: two seconds.

Poor, dear, Louise (Rachel Morris) was trying to get a glimpse of the King as he passed in a parade when a loose knot and gravity conspired to drop her undergarments to the ground. In a single, lightning swoop, Louise scooped up the panties and tucked them under her arm. The whole incident, she says, took two seconds.

Louise's nebbish civil servant husband, Theo (F. William Oakes), fears that the middling life he has carefully cultivated is in jeopardy because of the scandal.

Later that same day, two men show up separately to inquire about the room that the couple has for rent. It seems that a freshly pressed garment of white cotton around a lady's ankles is much more effective advertising than a sign that had been in the window for weeks. Theo, who cannot see desire due to his fixation on deutsche marks, invites both men into their home. After a year of marriage to her humdrum husband, Louise is not unhappy to have the attention of two suitors.

Versati (Dillion Medina) is a starry-eyed poet who is certain that Louise is the muse he has been seeking. To Louise's disappointment, Versati is more interested in writing about making love to Louise than actually making love to Louise.

Cohen (JoNathan Jacobs), a hypochondriac barber, is the second of the suitors/boarders that is sniffing around. In different circumstances, Louise might respond to his inelegant advances, but she longs to be swept away by Versati.

In this production, William Oakes is nearly a walking sight-gag in the role of the befuddled, clueless Theo.

Rachel Morris gives a fine performance as a young woman whose sensuality is awakening. Director Ed Shea has made sure that there is absolutely no chemistry between the two performers/characters, which adds to the humor.

Dillion Medina and JoNathan Jacobs are each as relaxed and comfortable as I have seen them on stage. Both give fine, funny, performances.

Paula Faber gives a delightful performance as, Gertrude, the nosy neighbor. Vince Petronio is perfect in his small cameo.

The laughs come easy in this bawdy comedy. The story is simple and fast-paced, the comedy is broad and naughty, and the characters are well-formed. With apologies to Mr. Sternheim, The Underpants is instantly recognizable as Steve Martin's work.