Cry Baby, the sweetly subversive Broadway follow up to the Tony Award winning Hairspray, is a $12 million musical comedy set to blow the roof of the competition when it opens this Thursday. CAHIR O'DOHERTY talks to Thomas Meehan and Mark O'Donnell, the show's writers (and Broadway legends in their own right).

"WE'RE squeaky clean," sing the glee club boys at the start of Thomas Meehan and Mark O'Donnell's marvelously witty new musical Cry Baby.

Groomed to within an inch of their lives, these 1950s pinup preppies turn out to be anything but wholesome, though. Based on the 1990 John Waters cult hit movie of the same name, Cry Baby pits the working class Drapes against the upper class Squares (and can't you just guess who gets the upper hand in the final act?)

Magically, this Broadway musical actually vastly improves upon the original film script thanks to the inspired creative interventions of writers Tom Meehan and Mark O'Donnell.

Meehan, the unassuming white haired playwright, librettist and comedy writer, is a three time Tony winner for his work on legendary Broadway shows like Hairspray, The Producers and Annie, and is also famous for his collaborative work with comedian Mel Brooks on screenplays like Spaceballs, To Be or Not to Be and The Producers.

His writing partner O'Donnell, 54, is also an award winning playwright, a Harvard graduate and a recipient of the prestigious Guggenheim Fellowship.

In what they both call a highly successful arranged marriage, the two men have brought a sophisticated and - for Broadway - a surprisingly subversive vibe to Cry Baby, which is even more creatively accomplished a work than Hairspray, the first of their Waters adaptations which won eight Tony Awards.

But no matter how good the show (and it's terrific), first night jitters are the watchword until The New York Times critics have their say this Thursday night. Although the advance word is stellar, you just can't depend on it.

"We're nervous of course. It's like walking naked onto a stage. But it's already a fun show because the cast are so obviously enjoying performing in it, so let's hope the critics agree," O'Donnell told the Irish Voice during a recent interview.

O'Donnell, a second generation Irish American, grew up in Cleveland and - with his twin brother, who has been head writer for David Letterman and now Jimmy Kimmel - won a scholarship to Harvard, where he quickly began to write sketches for Hasty Pudding, the Harvard review group.

"We were such scholarship boys at the time that we knew the names of al the great writers, but Harvard taught us how to pronounce them," O'Donnell remarks wryly.

Thomas - or Tom as he's known to friends - Meehan's ancestors came to the U.S. in the 1850s and for years they worked up in the Hudson River Valley, working in the brick yards making bricks for the burgeoning city.

"My Irish ancestors heard the stories that the streets of New York were paved with gold. But when they got here they discovered not only were they not paved with gold, they were going to be the ones who would have to pave them," Meehan says.

Meehan, who attended Hamilton College in the 1950's, was the first generation of his family to go to college.

"There were no writers in my family, but there were many readers. But there was something in the genes somewhere that made me want to be one. Years ago I secretly thought it was a sissified thing to pursue. But I was also intrigued and it was something I had always done - I'd written the book to a musical when I was 11 years old without knowing I was doing it."

For O'Donnell, growing up in an Irish American family of 11, they still marvel at his career choice.

"They say, 'Do you get paid for that? Because it's a kind of fun.' Comedy is like recess, it's not real - but nice work if you can get it, right? When I was growing up other kids would play baseball - my brother and I would put on skits."

In Cry Baby Meehan and O'Donnell have an unlikely Romeo and Juliet story to play with - where a talented boy from the wrong side of the tracks falls for a beautiful but seemingly unattainable upper class girl - but they also had Waters' hilarious script and his clear bias toward the misfits and the freaks.

Loud girls with big hair and loose morals are Waters' stock in trade, as are the marginalized and the misunderstood. Waters - and to a greater extent Meehan and O'Donnell - also relies on irony to tell the truth about the era (the 1950s) and it's multiple paranoias - disease, communism, the Cold War and political traitors.

"It's America in 1954 when there was a fear of everything. There was McCarthyism and communism, the Cold War had heated up and every time you heard a noise in the sky you suspected it was an incoming missile," says Meehan.

Some of the scenes in the musical have offended a few, but not many, audience members - the teenage Anti-Polio picnic, the inspired opening scene, for example, had some people getting up and leaving the theater. The irony of the scene, and what it says about the era in a larger sense, escaped them.

"Nothing's more funny than things that are serious. We know that polio isn't funny. It is, however, funny to pretend that it is funny. In the context of the time, too. Maybe it's an Irish sense of humor - the humor in Irish plays is often very dark," says Meehan.

O'Donnell agrees. "Life in Ireland in the 19th and 20th centuries was mostly tough and you had to laugh it off. I think that's where it all comes from," he says.

"I was an exchange student at Trinity College in Dublin once and I lived with a local family. I remember their 86-year-old grandmother loved to say, '86 years old and never well a day in my life.' It was a perfect Irish contradiction. It was funny and sad at the same time. Like something out of Samuel Beckett."

Part of the deeply subversive fun of Cry Baby is that although it's a $12 million epic Broadway musical, it's clearly based on the skewed vision of Waters, the gay bad boy director who gave the world cult classics like Pink Flamingoes and Female Trouble. So at its heart, Cry Baby is still a Waters creation, one that delightedly skewers Middle American conventions and pretensions, just as Waters' films do.

Meehan and O'Donnell have aimed for the same effect here as they did in their wildly successful Broadway adaptation of Hairspray, but this time they combine even more pointed caricatures with hip downtown hipster irony.

Add to that some of the most breathtaking choreography seen on a Broadway stage in years (West Side Story meets Stomp, O'Donnell calls it) and you're beginning to see why this show is going to be a cash cow for years to come.

"The writers we admire most and look up to are Irish. Think of Jonathan Swift, for example. His work was either very funny or very horrible depending on how you want to look at it. That's this show too," says O'Donnell.

Cry Baby is now playing at the Marquis Theatre, 1535 Broadway. For tickets call 212-317-4100.