The TheatreWorks production of "Fallen Angels," directed by Robert Kelley, is so delightfully hilarious in such surprising ways that I almost wish I could just tell you to go see it — and you'd go — without me having to risk giving away jokes in order to convince you.

But, two things:

— This show is so funny that it will overcome anything I might say. And,

— Reviewing it gives me a chance to sing the praises of an absolutely A-list cast that took Noël Coward's 1925 comedy and found a hundred ways to squeeze more humor out of it than is easily seen in the script itself.

Bravo, Kelley and team.

It's a Coward play, so the audience can certainly expect droll satire, and elegant British upper-class types sitting around smoking, but this cast — especially Rebecca Dines and Sarah Overman as the "Fallen Angels" — takes expectations and turns them on their ears.

Kevin Berne / TheatreWorks

Rebecca Dines as Jane, left, and Sarah Overman as Julia start with martinis in "Fallen Angels."

The smoking, for instance. The script tells Jane (Dines) and Julia (Overman) to light cigarettes, but that's all it says. What the two do with their cigarettes is not only funny, and a telling display of who they are, but it gets funnier every time it happens.

And much of the humor is completely over the top, while still making the most of the young Noël Coward's commentary on love, morality and class distinctions.

Overman is Julia, telling her husband Fred, "You'll only get hiccups if you gobble like that."

"I'm not gobbling," says the excellent Mark Anderson Phillips as Fred, not long before releasing a considerable burp.

The two discuss their five-year marriage, noting that their passion has disappeared. They are in love, says Fred. No they are not, says Julia.

Tory Ross shows up as Saunders, the new maid, and it turns out she is better at everything — golf, languages, music, drinking — than they are, which is Coward touting the competency of the working class and laughing at the useless of the upper class.

Also on hand, as Fred's friend Willy, is Cassidy Brown, who is never less than excellent. The two men go off on their overnight golfing trip, and then Julia's BFF Jane shows up, played by Dines, and the play launches itself into a crescendo of comedy.

Jane has also just had the lack of passion discussion with her Willy, and, shockingly, has received a missive from Maurice, a Frenchman both women had had affairs with before they married their husbands. Maurice is coming to London, to see them, that day.

Jane is in a panic and wants Julia to leave with her for America immediately.

Instead, the two start with martinis then move on to champagne.

Dines and Overman are both sublimely hilarious in their hysteria, but both attempt to maintain their haughty, in-control exteriors whenever Saunders the maid is in the room.

What is most surprising is the brilliance of the physical comedy. It's not mere slapstick, but movement that becomes hilarious because of textual context.

Dines, whom we have seen as a deadly serious combat photographer, in "Time Stands Still," waves a long, slim arm in panic, and we convulse with laughter.

In the second act, Overman brings down the house by walking backward four steps.

Kevin Berne / TheatreWorks

Cassidy Brown as Willy, left, and Mark Anderson Phillips as Fred in "Fallen Angels."

Yes, you gotta be there to get it. Hilarity.

When Aldo Billingslea shows up as the dashing Frenchman — at about the same time as the husbands return from their golf and the two women are crippled by hangovers, a new tension is added that soon dissolves in laughter.

Dines and Overman are definitely the stars of this show, but what an amazing group around them, all TheatreWorks veterans who have worked with Kelley before, and who are universally brilliant.

The set, by J.B. Wilson, is beautiful, an upper-class British flat, occupied by fine furniture and a baby grand piano — the piano music is actually played, on recordings, by TheatreWorks resident music director William Liberatore. Lighting by Steven B. Mannshardt maintains the set's elegance.

Costumer Fumiko Bielefeldt put the men in "upper-middle class" golfing togs of the time, and she dressed the upper-class women in swanky French styles of the period.

Richard Newton served as dialect coach, and he did a great job, according to Regarding Arts U.K. expert Tony Lacy-Thompson, who said the upper-class types all had the "plummy accents" of the British upper classes. Haughty disdain is built into such accents.

The actors do not have individual microphones, which was annoying. The Mountain View Center for the Performing Arts is not a small hall, and while I think stage mics were probably in play, I probably missed close to a third of the dialogue because I couldn't hear it well enough. Overman, especially, kept talking toward the wings; microphones would have solved that.

Also, of course, it's hard to hear some lines because the entire auditorium is so often filled with laughter.

Email John Orr at johnorr@regardingarts.com