The Cast Photo by M. Kitaoka

This William Finn and Rachel Sheinkin musical, originally conceived by Rebecca Feldman with additional material by Jay Reiss, uses the framework of a local spelling contest of assorted quirky kids to remind us that winning is wonderful but comes in second place to friendship, that being seen as weird can actually be pretty OK, and that being true to oneself in the end brings the biggest reward. Hillbarn Theatre welcomes the Putnam County whiz kids in a solid and heartwarming Bee full of F-U-N for all.

Set in a school gym with familiar blonde wood flooring, walls in red brick and green plaster, and basketball hoops and balls aplenty (all thanks to Yusuke Soi's excellent design), the spelling bee plays out before us in typical bee sequence (word, definition request, used in a sentence, spelling, correct pronouncement, bell dinging if wrong)—sometimes as expected, sometimes in accelerated or slo-mo speeds. Intermixed, kids and bee officials break into song, dance, and side scenes about their lives, their fears, and their dreams. In addition to the six kids, four audience members join as spellers, awarded in their first rounds fairly easy words (e.g., "cow") and given more impossible, obscure challenges later, sending them trucking back to their seats while serenaded by the cast in a repeated, ever-more elaborate and funny "Good-bye."

The spellers gathered on the bleachers before us are at first glance nothing short of bizarre in appearance and demeanor; but as the spelling rounds progress, we and they see far beyond initial impressions based on clothing, clowning, or kookiness. In red cape, patchwork pants, and tie-dyed shirt ("I make all my own clothes") is hippy-raised Leaf Coneybear, who often rushes out to the bathroom, easily gets distracted, and tells us in song, "I'm Not That Smart," all before going into a trance each round to spell his latest word correctly in robot voice. Justin Travis Buchs brings the gawkiness of a growing boy with too many arms and legs all in the way of each other and an unabashed joy to his Leaf that everyone soon appreciates.

Jeffrey Brian Adams arrives in full Scout uniform as Chip Tolentino, a sure-of-himself former Bee champion, with big smile, cocky air, and no hair out of place. Chip is on track for another win until a certain girl in a red sweater (who turned out to be a 70-something grandma in our audience) distracts him and a certain member between his legs, leading to a misspelling that he painfully blames on "My Unfortunate Erection" (sung with full aplomb to audience delight).

The youngest competitor with the longest name due to her two gay dads' gift of a combined surname, Logainne Schwartzandgrubenierre is the pig-tailed Courtney Hatcher who writes her words on her arm before spelling aloud. Ms. Hatcher shines as the politically aware and correct, totally confident Logainne—that is, until she must deal with her overbearing and overly fussy dads ("Woe Is Me, " ably sung and reprised with Justin Travis Buchs and Lawrence-Michael C. Arias doubling as the dads, Carl and Dan).

Catrina Manahan, in perfectly ironed parochial uniform, is the uptight, overly serious Marcy Park. Quick to spell and even provide definition, she is proud of her long resume of accomplishments ("I Speak Six Languages"), is ready for divine intervention if provided ("Jesus"), and also makes a huge personal break-through that allows Ms. Manahan to energetically explode out of Marcy's shell as she comes to a conclusion that becomes a lesson for us all.

William Barfee (better pronounce it "bar-FAY" if you know what's good for you) is somewhat disheveled, with bow-tied shirt hanging out his Bahaman shorts, and a bit odd with bright-colored argyles up to his chubby knees. Joey McDaniel makes sure everyone knows that his William expects to win, he is not that interested in any of the other kids who are clearly not his peers, and that his "Magic Foot" is the secret to his spelling success (as we hear and witness in song as he glides across the gym floor). All begins to change for him when he notices Olive (Samantha Rose Cardenas) as she notices him, and his fortress-fortified personality begins to crumble before us as a true friend is discovered. With her big, toothy smile, enthusiastic arm movements, and voice sweet as honey, Olive wins William's and our hearts as she looks for a father who never comes and misses a mother far off on a save-the-world-mission in India. Joined by Steve Repetti and Tracy Chiappone doubling as her parents, Cardenas sings a beautiful trio, "The I Love You Song," as her Olive expressively belts in a plaintive cry, "mama" and "papa," neither of whom are there yet again to support her.

Rounding out the cast are the three "adults," each with their own moment to shine in comedy, dance, and song. Tracy Chiappone is Rona Lisa Perretti, a past Putnam County champion herself and the M.C. of the evening, bringing big heart and fantastic voice to "My Favorite Moment of the Bee" (reprised twice). Steve Repetti is Vice Principal Douglas Panch, the judge and jury of all spellings, whose patience with the whole procedure gets ever-shorter to the point of a huge break-down that is rollicking fun for the rest of us. Finally, arriving forebodingly up front in shades and threatening frown, ex-convict (now doing community service) Mitch Mahoney has the job of handing out juice boxes and giving hugs to all losers. Lawrence-Michael C. Arias soon becomes total teddy bear and friend to all and brings one of the best voices of the evening to songs such as "Prayer of the Comfort Counselor" and great dance moves in the company's "Pandemonium."

Whether seeing Spelling Bee for the first or the fourteenth time, a production like Hillbarn's is impossible not to enjoy. There is much to love in the script and songs as well as this cast, the solid direction of Linda Piccone, Rick Reynolds' musical direction of the excellent 5-piece band, the so-fun costumes of Valerie Emmi, and the upbeat and well-footed choreography of Riette Burdick-Fallant.

The 25th Annual Putnam County Spelling Bee continues through February 7, 2016, at Hillbarn Theatre, 1285 East Hillsdale Boulevard, Foster City, California. Tickets are available at www.hillbarntheatre.org.