Illyria, a new musical by the Prospect Theater Company, was saddled with understudies in three central roles at the Saturday matinee, November 15th. Merely a day from its last performance, the roles of Viola, Sebastian and Feste all filled by understudies, and performing for a half-full audience, the musical was surprisingly restrained in its interpretation of the classic Shakespearian comedy, Twelfth Night.

The show was a modest production, with a simple staircase as scenery and blue curtains draped behind it. The small space belied a need for improved mikes, as more than once Feste’s quick patter was lost behind the impressive score. The costumes were appropriate and, as highlighted by the frilly pink costume Sir Andrew was suited up in, quite effective. The orchestra was a mere seven instruments seated directly to the side of the performers, although their sound was almost improbably full and compelling. The book relied coyly on lines from the Shakespearian original, and when it modernized the language it was subtle and careful with the alterations.

Yet, the economy of the production was in no way a restraint for the performance. The actors were all extremely talented, and Megan Stern, the understudy for Viola, was refreshingly likeable as Illyria’s protagonist. Likewise, the other two actors making up the central love triangle — Brandon Andrus as Duke Orsino and Laura Shoop as Olivia — switched elegantly between their characters’ comedic and somber moments. The songs written for the three tangled lovers were some of the most memorable tunes from the show. “Olivia,” “Save One,” and “Whoever You Are” were musically and emotionally intriguing moments, with powerful songs that brought the audience and the cast together.

The motley crew making up the side plot of the show, however, effortlessly stole the show. Feste (understudied by Jed Q. Peterson), Maria (Tina Stafford), Sir Toby (Dan Sharkey), Sir Andrew (Ryan Dietz), and the highlight of the night, Malvolio (Jimmy Ray Bennett), were given not only the snappiest numbers in the show, but a production that highlighted the comic absurdity of each character. Perhaps the comedic climax of the play was the song “Cakes and Ale,” a cleverly worked number with a pound of humor and not an ounce of subtlety that would do the Bard proud. The most notable moments, however, were without a doubt “The Love Letter” and, later, “Malvolio’s Tango,” two numbers that briefly turned a sweating, dizzyingly funny Jimmy Ray Bennett into a one-man show.

The show knows where its heart lies, as it concluded with the final touches on Maria, Sir Toby and Malvolio’s stories, well after the main lovebirds had successfully found their way to each other. The musical held no pretense to being a heart-wrenching romance, but rather invites you to feel for the characters and revel in the satisfaction of their desires. As the coyly hedonistic “Cake and Ale” would imply, Illyria is a show of simple pleasures — a memorable score, a stellar cast and a clever production.