Gilbert and Sullivan's The Mikado is as frothy as the head on a pint of good English beer and, like that brew, it carries a nip beneath its froth. Theatre in the Round Players' spirited production embraces the nonsense of Gilbert's outrageously over-the-top storyline and taps his satire as he mocks bureaucrats in high office. It's well-sung, nicely acted and very entertaining.

Even as you find your seat, set designer Michael Hoover signals the fun to come with amusing signs posted around the arena that warn, "Noh Flirting." In this Japan, flirting is punishable by execution.

Nanki-Poo is the son of the Mikado, the great ruler of Japan. Disguised as a wandering minstrel, young Nanki-Poo has escaped a forced marriage to old and ugly Katisha. He comes to the town of Titipu, intent upon courting pretty Yum-Yum, a schoolgirl, who is about to be married to her self-indulgent guardian, Ko-Ko. Since Ko-Ko had been condemned to execution for flirting, Nanki-Poo believed Yum-Yum was free to marry him. But all the town officials (in the single personage of the pompous and corrupt Pooh-Bah) co-opt Ko-Ko's death sentence by elevating him to Lord High Executioner. An edict from the Mikado, demanding an execution, any execution, puts Ko-Ko on the spot. He must find someone to decapitate, or try to execute himself. Meanwhile, Nanki-Poo, airily suicidal because he cannot marry Yum-Yum, seems to offer a handy solution to Ko-Ko's need for someone to behead. Nanki-Poo strikes a bargain with Ko-Ko; Nanki-Poo will marry Yum-Yum for one month, be executed, and then Ko-Ko can marry her. When Katisha arrives unexpectedly, followed by the Mikado, the plot thickens ....

Minneapolis City Councilman Scott Benson as Ko-Ko drives this community theater production. He's a natural comic who infuses the opportunist Ko-Ko with stage-filling personality. A baritone, Benson sings well and clearly articulates Gilbert's witty, often rapid-fire lyrics, and he appears to be having a wonderful time on stage.

Pooh-Bah is another superb Gilbert invention, a bureaucrat who is so self-important that he's appointed himself to be First Lord of the Treasury, Lord Chief of Justice, Commander in Chief, Lord High Admiral, Master of Buckhounds, Groom of the Backstairs, Archbishop of Titipu (archbishop in Japan!) and, as all of these officials, he elected himself to be Lord Mayor. Proud Pooh-Bah traces his ancient lineage to primordial protoplasm but is not above frequent "insults" in the form of bribes. Ample Roy Kallemeyn sings Pooh-bah in a strong bass voice, argues with himself in his many conflicting appointments and does a good job as Pooh-Bah, but does not mine his character's fullest comic potential.

Young Justin T. Williams sings Nanki-Poo in a fine tenor voice and has an enchanting scene when he sings, "Were you not to Ko-Ko Plighted," in a duet with soprano Megan Kristine Browning as Yum-Yum. They gaze into each others' eyes with longing and, in the land of "noh flirting," steal a brave kiss and sing, "This is what I'd never do."

Sarah Gibson sings hard-bitten Katisha with conniving panache; she's old, ambitious and has made herself the Mikado's self-appointed daughter-in-law-elect. As the devious Mikado, Hazen B. Markoe is a large presence on stage, and Phil Gonzales plays an arch Pish-Tush.

Michael Hoover has designed an attractive set of a raised dais with moveable rainbow-colored flanges jutting from it. The set works well but, with a large cast of 24, director Randy Winkler's choreography sometimes feels cramped in the remaining space.

Winkler brings some playful fun to the production. He adds local celebrities and the Minneapolis City Council to Ko-Ko's list of potential executionees in his song, "They never will be missed." And Heather Payne's four-piece orchestra heavy-handedly reminds characters about the no flirting law by sounding a thump and a ping, then pointing at a sign with an executioner's saber.

The women and Nanki-Poo wear black wigs, and the men wear pert caps, but otherwise Winkler depends on Carolann Winter's kimono costumes to create an impression that these are Japanese characters.

The combination of Gilbert's witty lyrics, Sullivan's tuneful melodies and TRP's zestful playing makes this Mikado, a happy summer frolic.

The Mikado. July 18 - August 17. Fridays and Saturdays 8:00 p.m. Sundays July 20 and August 17, matinees 2:00 p.m. Sundays July 27, August 3 & 10, 7:00 p.m. $22. Theater in the Round Players, 245, Cedar Avenue, Minneapolis. Call: 612-333-3010.

- Elizabeth Weir