Markaila Dyson and Cathleen Ridley Photo by Mark Kitaoka

The makings of a musical? Not likely except through the creative powers of Will Connolly, Michael Mitnick, and Kim Rosenstock with their intriguing, quirky, heart-tugging Fly by Night, staged at TheatreWorks Silicon Valley in 2011 before landing Off-Broadway in 2014. Now this rather dark, haunting, yet often funny rock-style musical returns to the Silicon Valley in a highly entertaining, well sung and acted production at Hillbarn Theatre & Conservatory, leaving the audience with smiles and a musical motif that lingers long after the final bows.

Daphne and Miriam have left behind their lives in small-town South Dakota for the Big Apple where Daphne hopes to land a Broadway role and Miriam just wants to be a waitress in her happy place, the Greasy Spoon Cafe in Brooklyn. A pastrami sandwich made by a guy who is trying to write his first song on his recently deceased mother's guitar is all the introduction needed for Harold and Daphne to meet, kiss, and fall in love. While Daphne deals with audition rejections, she works in a clothing shop where a struggling playwright, Joey, meets her, shows her his new play, and is told it is horrible–just the inspiration he needs to write the play that will star Daphne, the woman he is fast falling for.

Happy-go-lucky Miriam's life is upended as a gypsy unveils from a crystal ball three clues that will lead her to her soul mate and her final destiny. But of course, all signs point only toward a certain sandwich maker, Harold, who happens to come into the Greasy Spoon for a cup of coffee and a date with fate that leads to another kiss, but this time with a different girl–the sister of his betrothed.

In the meantime, Harold's father, Mr. McClam, grieves for his dead wife Cecily, clutching the record player that once played her favorite opera while just wanting to recount to someone the miracle story of how they met as nineteen-year-olds and fell in love during "La Traviata." He would like to tell the story once again to his son, but Harold never answers his phone calls or comes to see him.

And all this (and much more) takes place between the last time he saw his son–the rainy day of Cecily's funeral on November 9, 1964–and the next time they reunite when all these lives suddenly change forever, November 9, 1965, the night all of the Northeast of the U.S. and Canada was suddenly darkened at 5:27 p.m.

Just as these lives and their stories intertwine at many junctures with twists and turns along the way, time jumps forward and backward over and again, sometimes pausing and sometimes racing in its pace. An ever-present Narrator spins time through its repetitions and revolutions, intervening on a frequent basis to send events and characters backward and forward minutes or months, to establish new settings and to ensure serendipitous events connect these people and leave their marks upon them.

Cathleen Riddley is a Narrator extraordinaire who is always at the center of the story while also quickly sending the spotlight back to the events and people at hand. With a strong, confident, gripping voice she sings,

"Long stretches of the ordinary,
Spinning circles as this life rolls on ...
Then a burst, a soaring peak, a sudden drop ...
Instants, moments, one flickering flame of light."

The Narrator deftly guides the characters through their choices in life and their consequences, leaving us to ponder how much is free will, how much is coincidence, and how much is written in the stars themselves.

If that is all that Cathleen Riddley did in her role as Narrator, that would be quite commendable; but what makes her performance remarkable and a hoot to watch is that she takes on at least a couple dozen other roles, such as the sisters' mother and father, a rejecting play producer, a scolding shop owner, a horde of stampeding teenagers, and even an owl. Her many voices, physical stances, and facial manipulations are all a build-up for her masterpiece of the night: the weird, arm-waving Gypsy, who sets Miriam on a course to secure her soul mate and meet her climactic fate. As she has on so many Bay Area stages, Cathleen Riddley once again rules the evening.

Kaylee Miltersen's Daphne is in a near-desperate pursuit of her Broadway dream, initially singing with a voice displaying both her youthful hopes and naiveté, "I am a star," as she heads to New York. Through frenetic schedules of rehearsals of an ever-changing script along with a love life whose ending is as unsure as that of the rehearsed play, she sings with a resoundingly full and emotionally rich voice, "What do you do when dreams come true but you need more?"

Equally impressive in her pursuits but with a much different persona and set of mannerisms is Markaila Dyson's Miriam, who sparkles in song and personality in her graveyard shift as waitress. She later sings with much more vibrato and serious undertones as Miriam realizes, "I have never felt so happy, I have never felt so sick," in loving the man who is engaged to her sister. Her Miriam is a memorable mixture of joyful and dreaded anticipation as the night of blackout approaches.

In the middle of these two is Harold, played by Chava Suarez, sporting a natural likeability and a knack for selling a song in a voice that can quickly transform from ballad to folk to rock as they strum and then pound on their ever-present guitar.

Surrounding these three in the center of the story are three who each have their own defining moments that are applause worthy. Matt Herrero is the funny and always-frantic playwright-to-be, Joey Storms, who stops the show for a near five minutes as Joey tries to recover both his composure and the scattered pages of his play after being surprised mid-kiss. His awkward antics, repeated stumbling, and exaggerated expressions reminded me of the great Red Skeleton.

Unmentioned heretofore is the hilariously nagging and lovingly supportive presence in Harold's life, his sandwich shop boss, Crabble, played with gusto and grit by Sarah Jebian. Her repeated song of "Bread, meat, cheese, 'n lettuce" is another ear worm that just will not go away even as we grin remembering Crabble making invisible sandwich after sandwich.

Maybe the most touching moments throughout the evening are bestowed by Lawrence-Michael C. Arias as Mr. McClam. His cheeks glow through his tears as he sings to street-roaming citizens (i.e., us) on the darkened streets of Manhattan the story of how he met his beloved wife. McClam leaves us with perhaps the evening's real bottom line: "Life is not the things we are doing; it's who we are doing them with."

Sarah Phykitt has created a two-level, two-staircase set of metal and wood that transforms well into New York fire escape landings, an apartment building rooftop overlooking the streets below, local shops and cafes, or the open sky of a South Dakota backyard. Scattered everywhere are stacked suitcases and trunks storing the contents of lives past, present, and soon to come. Pamila Gray's lighting changes seasons, times of day, and moods before darkening into a city where stars finally spread their magic.

Jeff Mockus' sound design, Rosie Issel's multiple properties, and Stephanie Dittbern's period-perfect and personality-defining costumes round out a production team's stellar efforts.

Particularly important in the unfolding of emotions and storyline is the music direction of Diana Lee as her keyboard and the band's guitar, bass, and drums often echo and interface in notes and tones the songs and the the underlying emotions and events being portrayed in words and actions.

As director, Cara Phipps orchestrates with precision and insight a story that skips hops, and bounces all over the place. Even her evident skills, however, cannot hide a script that is too overloaded at times with dialogue that is repetitive, with details and scenes that beg for more editing, leaving a few on the cutting block, and with an overall running time of more than two hours, thirty minutes (plus intermission) that feels like there is at least thirty minutes too many. As compelling and interesting as the story is overall, there were too many times I found myself thinking a scene or a song just needed to be done and to move on to the next.

That said, Hillbarn Theatre's Fly by Night captures so compellingly the journeys the people we meet undertake to follow dreams, to find unexpected love, to relish love lost, and to make choices allowing life to lead them toward new destinies. With an accomplished cast and creative team along with an emotionally stirring score as played by the band of four, Hillbarn's Fly by Night is an evening yearning and deserving of a nightly packed audience.

Fly by Night runs through March 23, 2025, at Hillbarn Theatre & Conservatory, 1285 East Hillsdale Blvd., Foster City CA. For tickets and information, please visit www.hillbarntheatre.org or call 650-349-6411.