From left, Ryan Silverman, Emily Padgett, Erin Davie and Matthew...

From left, Ryan Silverman, Emily Padgett, Erin Davie and Matthew Hydzik in a scene from "Side Show." Credit: Joan Marcus

Has Broadway ever had a more freakish success story than "Side Show?" The musical about the real-life conjoined Hilton sisters, which crashed and burned in its 1997 premiere, has risen in a revision so radical and deeply satisfying that arguments could be made for calling it new.

Bill Condon, who wrote the screenplay for the shockingly good movie adaptation of the seemingly unfilmable "Chicago" and wrote and directed the "Dreamgirls" film, clearly understood musicals before he tackled this tricky one for his savvy and smashing Broadway debut.

He audaciously took on a show that, despite a cult of rabid believers, seemed doomed forever to theater's bin of lost brainstorms. He replaced at least half of the original, added dialogue to what had been an all-sung pop operetta and added haunting, creepily staged biographical flashbacks. And with composer Henry Krieger ("Dreamgirls") and author Bill Russell, Condon created a big, old-fashioned, shamelessly entertaining musical that tells its human story while embracing, without forcing, issues beyond the showbiz saga of the sisters' sensational and sad freak show/vaudeville/Hollywood lives.

Emily Padgett and Erin Davie are beautifully matched as the twins, bound literally at the hip in Paul Tazewell's flattering and witty costumes. Padgett is Daisy, the adventurous one with the lusty theatrical vibrato. Davie plays Violet, the shy one with the pure tone. While their predecessors in the roles were soaring pop belters, these women blend and contrast with sophisticated delicacy. They also dance, playfully and seriously to Anthony Van Laast's ingenious vaudeville and ballroom choreography.

Condon begins in sinister Brechtian darkness at the cheesy Texas freak show, the first of David Rockwell's imaginatively realistic sets. We meet the girls' emcee and keeper (the Dickensian-nasty Robert Joy) and the lizard man, the bearded lady and all the other terrifically played captives of fate. Ryan Silverman, a deep, smooth baritone, plays the handsome vaudeville talent scout who finds them. Matthew Hydzik is multifaceted as their teacher, a closeted gay man with lessons to learn, while David St. Louis brings power and poignancy and a stirring basso as the girls' loving black roadie.

Some of the middle-of-the-road Broadway songs are derivative. There are satirical echoes of "Chicago," and a second act filled with enough genuine showstoppers to fill a casting call for Jennifer Holliday wannabes. But the staging is so smart that we hardly notice such schlocky remaining lyrics as "You should be cherished like the first bird of springtime." The sisters may sing "goodbye to the side show," but Broadway is saying hello.

WHAT "Side Show"

WHERE St. James Theatre, 246 W. 44th St.

INFO $49-$155; 212-239-6200; sideshowbroadway.com

BOTTOM LINE Vibrant new life brought to lost show.

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