L.A.-based writer Ivan Menchell remembers being flattered, honored and daunted when director Jeff Calhoun flew out from New York two years ago and asked him to write the book for the new musical "Bonnie and Clyde." He also remembers his answer.

"I immediately declined because I just didn't think I was right for it," said Menchell, whose credits include "The Cemetery Club" (a stage comedy about three Jewish widows) and serving as writer/producer for "The Nanny," a long-running TV sit-com about a nasally Jewish governess. "I can do Jews on a shopping spree, not Gentiles on a shooting spree."

But something in the real-life story of the 1930s bank-robbing duo of Clyde Barrow and Bonnie Parker ---- who died in a hail of bullets after a notorious, two-year crime spree ----- touched Menchell on a personal level.

"They were children," Menchell said. "They were 20 when they met and 24 when they died. As a new dad, I couldn't help but wonder what impact this had on their families. I think this whole experience affected their families deeply."

Two years, and many script rewrites later, "Bonnie and Clyde" will make its world premiere next week at La Jolla Playhouse. The musical features a score by Frank Wildhorn ("Jekyll & Hyde," "The Scarlet Pimpernel" and the Playhouse-born "Dracula"); lyrics by Don Black ("Sunset Boulevard," "Song and Dance"); and direction by Calhoun (Deaf West's "Big River," "Brooklyn").

Menchell calls "Bonnie and Clyde" ---- which will run in previews Tuesday through Nov. 21 with an official opening on Nov. 22 ---- a "different kind of musical."

"There's no tap dancing, car chases or shootouts," he said. "I was interested in what happens in between the car chases and shootouts. What's replaced dance and spectacle is detail. It has the detail of a film with the scope of a musical."

"Bonnie and Clyde" started out as part of a song cycle Wildhorn composed with different lyricists about famous couples from history. Three country/Western-style songs in the cycle (co-written with Black) were about Bonnie and Clyde, and Wildhorn approached Calhoun two years ago about turning that seed of a score into a full-scale musical. Calhoun had met Menchell the year before and their personalities clicked, so Calhoun said he would only sign on for "Bonnie and Clyde" if he could pick Menchell as his bookwriter. Once Menchell agreed to join the team (he says he wrote the book's first act while walking the picket line during the television/movie writer's guild strike), the musical had a remarkably fast road to the stage, with just two readings and no workshops.

Menchell said he based his book on the real lives of Bonnie and Clyde, drawn from books written by members of the Barrow and Parker families, as well as the lawmen who tracked them down. The musical's book tells the story of how the two Texas natives met and the forces that kept them together, as well as the stories of the characters whose lives they touched ---- Bonnie's widowed mother, Emma; Clyde's brother and partner in crime, "Buck" Barrow; and Buck's religious beautician wife, Blanche.

"You see these two relationships ---- Bonnie and Clyde and Buck and Blanche. These two brothers are in relationships with very different women. Bonnie says yes to everything Clyde wants to do and Blanche is always trying to change Buck for the better," he said.

There's also a Greek chorus-style trio of Texas women, and a troupe of lawmen (sheriffs, deputies and sharpshooters). Menchell's book creates a love triangle between Parker and Dallas deputy sheriff Ted Hinton, one of the men who killed Parker and Barrow in a 1934 ambush in Louisiana. In Hinton's autobiography (published two years after his 1977 death), he said he'd known Parker as a teen-ager and had a crush on her, and he felt bad that he was called on to participate in the ambush.

"I think he was in love with her," Menchell said. "I don't know that for a fact, but I was intrigued by the idea and decided to develop it."

The iconic couple may be best known to modern audiences from the 1967 film starring Warren Beatty and Faye Dunaway, which painted them as attractive, charismatic romantics excited by the fame generated by their cross-country crime spree (which included 12 bank robberies and 13 murders). In fact, the couple were (for a time) popular heroes with the public, because the Depression made most Americans suspicious of government and big banks. Fueling their infamy were a series of "gangster and moll" photographs the couple took together, and Parker's poems about their life on the lam and their undying love. But as the murders mounted (many of them innocent victims), the couple's popularity waned. Buck was killed in a shootout, Blanche was sent to prison, and Bonnie and Clyde were broke, wounded and perpetually on the run in their final days.

According to family reports, Barrow's motivation was his desire to pay back the Texas correctional system that incarcerated him at a young age for petty crimes. While in prison, he was repeatedly raped by his cellmate, and once he was released, he had a hard time going straight. Stark Sands, the Tony-nominated actor who plays Barrow in the musical, said Clyde wasn't born bad, but a string of bad luck hardened him.

"What struck me was that Clyde might have chosen a different path under different circumstances," said Sands, who grew up in Dallas, not far from Barrow's hometown of West Dallas. "The first crime he committed was stealing turkeys for his family for Thanksgiving. He didn't start out a serious criminal ... And when he got out of jail, he'd get a job and the cops would show up within a few days, tell the owner about his record and he'd get fired. He wasn't left a lot of options other than to be a criminal. I'm not saying his crimes weren't reprehensible, but he was a product of his times."

Parker, by contrast, had a promising future before she met Barrow. A pretty, straight-A student with a flair for poetry and dreams of Broadway, she longed to escape her small Texas town and her overprotective mother. It was love at first sight when she met Barrow in 1930, and once he was paroled from prison in 1932, they were inseparable until their deaths two years later. Parker will be played in the musical by Laura Osnes, a Minnesota-born actress who's best known for winning the role of "Sandy" in the Broadway revival of "Grease" through a television contest called "Grease: You're The One That I Want." Osnes said she drew great inspiration for her performance from Parker's poetry and a book written after her death by Parker's mother.

"She had bigger dreams than everybody else around her, and she felt trapped by her environment. Then Clyde comes along and he gave her a doorway out. She never left his side after that. She was always along for the ride," Osnes said.

Menchell echoes Osnes' opinion, saying of Parker: "Something cracked in Bonnie. She liked the idea of fame, and she chose the wrong man to get out of a bad situation. The appeal of Clyde was that he could take her away. He told her, 'I've got plans. Everybody's got dreams, but not everybody has plans.' "

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"Bonnie and Clyde"

When: Previews, Tuesday through Nov. 21; opens Nov. 22 and runs through Dec. 20; showtimes, 7:30 p.m. Tuesdays and Wednesdays; 8 p.m. Thursdays-Saturdays; 2 p.m. Saturdays and Sundays; 7 p.m. Sundays

Where: Mandell Weiss Theatre, La Jolla Playhouse complex, UC San Diego, 2910 La Jolla Village Drive, La Jolla

Tickets: $43-$78; has some adult content

Info: 858-550-1010

Web: lajollaplayhouse.com