BOTTOM LINE: A beautiful musical that played on Broadway for a short time in 2004, this off-off-Broadway production does it justice for a mere $18 a ticket.

The Gallery Players, a fine off-off-Broadway theater in Brooklyn’s Park Slope neighborhood, likes to produce musical revivals on the grand and challenging side of things. Currently they’re tackling the 2004 Tony Award-nominated musical Caroline, or Change. Written by Tony Kushner (Angels in America) and Jeanine Tesori (Thoroughly Modern Millie), Caroline, or Change is a complex character study of classism in Louisiana in the 1960s. It’s not an easy feat to bring a show of this substance to life, but with a killer cast and tight direction, the Gallery Players have done a stellar job with this must-see musical.

The lines are drawn immediately: Caroline (Teisha Duncan) is a 39-year-old divorcée with four children, working for next to nothing as a maid for the Gellman family. She’s also black and from the south, adding more hardship to the inequality she already faces due to her socioeconomic standing. The Gellmans are an upper class Jewish family and although they’ve faced tribulations of their own, they live comfortably with all sorts of possibilities in their futures. Noah Gellman (Daniel Henri Luttway) is a conflicted 8-year-old who is trying to wrap his head around his mother’s death and his stepmom’s presence. He finds solace in Caroline, though she’s not very nice to him, and the two form an important friendship-of-sorts.

Stepmom Rose (Eileen Tepper) enlists help from Caroline to teach Noah a lesson: he always leaves change in his pockets when he puts his pants in the hamper so Rose tells Caroline that any coins she finds she can keep. Caroline feels uncomfortable “taking pennies from a baby” but she needs the money and complies with her boss’s request. Rose feels guilty for the little pay they offer Caroline each week, and hopes that this extra compensation will ease her burdens at home. What should be a win-win for both sides turns ugly as the attention is drawn to Caroline’s struggles and she fights an internal battle with her own happiness and sense of self.

Caroline, or Change is a brilliant show. It is not your standard musical theatre fare and never intends to be. Kushner and Tesori have written an abstruse story with much at stake. Although the story itself isn’t incredibly active (it’s largely a character study), what is revealed about these people is gravely important and very complex. The music is a vehicle for the storytelling. It is not, like most musical theatre, an excuse for entertainment. Much of this show is sung (if not all of it) and the melodies are interesting, personal to the characters and descriptive to the story at any given moment. Although there are some traditional “numbers” like Caroline’s big solo in Act 2, the music largely serves as a vehicle for the emotion. For this reason, Caroline, or Change is unique to other shows in this genre.

It also means you won’t walk away remembering much of the score. The music is well-done, but not very catchy. It serves the story and reveals the characters feelings, but it’s not likely to make you rush out and buy the cast recording. I have heard though, that with a few listens to the score, you can really end up enjoying it and appreciating it. I’m just saying it’s not light-hearted and easily digestible like musical theatre songs tend to be. Played with precision under the direction of Nehemiah Luckett, this production’s six piece band does a top-notch job. It’s amazing how the sound can be so pristine even in a 99-seat basement theatre.

This production itself is successful on many levels. Although the cast is uneven, there are several stellar performances. Duncan, as Caroline, blows the roof off. She wears her pain on her sleeve but struggles to maintain her composure and as a result, the audience is fully aware she is a woman on the verge. Yet we never hate her because we understand her torment.  Her performance is worth the price of admission. Supporting Duncan are Frank Viveros as the Dryer/the Bus and Marcie Henderson as the Washing Machine. These inanimate objects are parts of Caroline’s everyday life and she interacts with them (and they interact right back). Viveros has one of the best voices I’ve heard on an off-off-Broadway stage, and the presence to back up the goods. Also solid are Tepper, as Rose, and Ellisha Marie Thomas as Caroline’s friend Dotty.

Director Jeremy Gold Kronenberg does an impressive job keeping the show moving and getting to the crux of each character’s struggles. I wish the space was used more evenly – the set is a three-level structure that is minimal yet effective – since the characters are largely confined to only one specific area throughout the show. But the production value across the board is impressive. The lighting design by Mike Billings works quite well and offers some really lovely pictures.

Caroline, or Change is an important musical to see if you like the art of theatre and its storytelling possibilities. It is rarely produced, since it just opened and closed on Broadway six years ago. This is a great chance to see it performed and get in on the action. It’s a small theatre so there are no bad seats, and since some of the performances are Broadway caliber anyway, it’s great to take in the show in a more intimate environment. It’s not a traditional musical so if that worries you, you should go in open to the possibility of something unique. Props to The Gallery Players for tackling this show. It’s a challenging one, full of nuances and character specifics, and they do a commendable job with it.

Caroline, or Change plays at the Gallery Players Theatre, 199 W. 14th St. (between 4th and 5th avenues), in Brooklyn, through February 21. Performances are Thu-Fri 8 PM, Sat 2 and 8 PM, and Sun 3 PM. Tickets are $18 ($14 for seniors and kids under 12). Running time is approximately two and a half hours, with one intermission. For more information, or to purchase tickets, visit galleryplayers.com, or call 212-352-3101.