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WORD UP The “kids” in The 25th Annual Putnam County Spelling Bee.

Pretty cute. A hippie-dippie boy wearing a cape sewn from neckties. A girl whose dictionary is her best and perhaps only friend. Only unrepentant curmudgeons would admit to disliking The 25th Annual Putnam County Spelling Bee, about a competition among a half-dozen adorably quirky young students adorably vying to be sent to the nationals.

The musical comedy is the opening production of Ocean State Theater Company at Theater By the Sea in Matunuck (through June 19), directed by Amiee Turner. While it sometimes risks losing its footing by going over the top, for the most part it settles down and lets the fun evolve naturally.

Created by Rebecca Feldman, music and lyrics are by William Finn and book by Rachel Sheinkin. The show's origins would make for a peppy, optimistic musical itself. It was based on a long-form improv comedy routine by Feldman titled C-R-E-P-U-S-C-U-L-E, which attracted the attention of Finn and other theater professionals. Developed into a full-length play, its 2005 Broadway production was directed by James Lapine (Falsettos, Into the Woods) and earned Tony Awards for Best Book and Best Score.

In addition to the six kids — played by grown-ups — that you either want to hug or sternly tell to sit down, there are three adults who make you want to sit up straight. Attractive moderator Rona Lisa Peretti (Caitlin McGinty) is a former spelling bee champ herself as well as a proudly prominent local realtor. Distracted by her charms is vice principal Douglas Panch (Michael Gregory Johnson), who introduces himself by apologizing for an unspecified "incident" the year before, adding that he's in "a better place now," crediting Jungian analysis and a high-fiber diet.

Panch reads the words the players must spell, and much of the fun has to do with the outlandish lines he comes up with when asked to use the words in a sentence. For "phylactery," the text-enclosing case used ritually by Orthodox Jews, he says: "Billy, put down that phylactery, we are Episcopalians." Additional humor is provided by a stone-faced Official Comfort Counselor, Mitch Mahoney (Terrence Oliver), an ex-con on parole doing community service.

But that's in the playscript. What's even funnier, because they're improvised, are comments about audience members, good sports all, who are called up to join the contestants. One woman who was wearing black and white was described as looking forward to "the day when her favorite fashions come in colors." We were told that another woman, who was wearing a stylish high-cut vest-jacket, accidentally put on some of her little sister's clothing that morning.

To keep things animated, we get production numbers and flashbacks as we become familiar with the players. As hippie-raised Leaf Coneybear, Michael J. Borges pumps up simpleminded enthusiasm into annoying hysteria, but his is the only excess. Approaching that but skillfully skirting the overacting shoals (though allowed to have a front shirttail out) is Steve Gagliastro as the simultaneously self-confident and self-conscious William Barfée, handicapped by having only one functioning nostril and a crush on Olive Ostrovsky (Cary Michele Miller).

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