By Adam B. Vary
Updated February 12, 2009 at 12:00 PM EST
Credit: Saeed Adyani

Last week, I trundled onto the set of the remake of the 1980 classic Fame — alllll together now, I wanna live forevah! — and I quickly discovered that there are just some things about FameI’m gonna learn how to fly, high! — that you do not change. For one, while the set was in a real bar in the arts district of downtown Los Angeles, the movie’s setting is still very much in New York City, and the story still follows a group of budding actor-dancer-singers over four years at a performing arts school. For another, those students are all still relative unknowns, like former So You Think You Can Dance contestant Kherington Payne (pictured here exclusively for EW). “We could get known movie stars to play the kids,” director Kevin Tancharoen (MTV’s Dancelife) told me, “but we’re making a movie about high-schoolers, not superstars.”

Other things, however, definitely have changed. While that burned-in-your-brain Irene Cara title song is still very much alive, it’s been “rebooted.” Explained Tancharoen: “We’re not making like a hip hop remix or anything like that, but we’re gonna contemporize it a bit.” (Cara’s “Out Here On My Own” is in the mix too, but the producers have commissioned six new songs for the film.) The students themselves have also been given a 21st century spit and polish. Instead of Ralph, the aspiring stand-up comic who bombs in seedy New York comedy clubs, for example, the new Fame‘s student body includes Neil, an aspiring filmmaker with a camcorder permanently stuck to his hands. The teachers, meanwhile, are now played by bold-faced names whose real-life biographies square with the subjects their characters are teaching. Kelsey Grammer, a Julliard grad, is the music teacher; Charles S. Dutton, a Yale School of Drama grad, is the acting teacher; Bebe Neuwirth, who won a Tony for the Broadway revival of Chicago, is the dance teacher; and Megan Mullally, who just finished a Broadway run in the musical Young Frankenstein, is the vocal teacher. Of course, it wouldn’t be Fame without Debbie Allen, but now she’s the school’s hard-charging principal.

The scene I watched last week involved Mullally, drag queens, karaoke, and a rather spirited rendition of the timeless Barenaked Ladies classic “One Week.” After the jump, I’ll set the scene, including the racy anecdote Mullally told the kids that had one of her young castmates nervously joking, “And have you met the reporter from Entertainment Weekly?”

addCredit(“Saeed Adyani”)

One of the problems with shooting in real locations is they’re notusually designed to accommodate the swarms of camera equipment, lights,cables, costumers, make-up artists, grips, gaffers, producers,background extras, actors and visiting entertainment journalists thataccompany your typical studio production. Bordello, the L.A.establishment chosen to stand in for a New York karaoke club, was noexception, but I immediately understood why we were there: It’s a decadently seedyplace, done over like a rococo Buddhist brothel with the kind of naturaldetail that a film with a budget as modest as Fame‘s ($25 million)would be hard pressed to pass up. It was also tiny, so theaffable MGM publicist stuck me behind the bar since it was pretty muchthe only spot in the joint not on camera where someone wasn’t alreadystanding.

Soon enough, the cameras rolled, and in walked Mullally with six of theten central students in tow — and Kelsey Grammer, just…because, Isuppose, since he didn’t seem to have a single scripted line the wholeday. “Singing in front of all of your friends in the classroom is one thing,” Mullally said to her students as they entered, dodging a male waiter done up in Asian-flavored drag. “But now you guys are going to sing in front of this lovely group of total strangers who are sort of hoping that you’ll be really bad. Try to have fun, because it’s part of your grade!” Tancharoen told me later that althoughthe scene was designed to give the kids a chance just to let loose andunwind, it was really about letting Mullally’s character show her students HowIt’s Done. “There’s this cliché that those who can’t do, teach,” he said, “especially at a [performing arts] school like this. I really wanted to disprove that cliché.”

To wit: In the afternoon, the production turned to everyone’s karaoke performances. After her students cajoled her into stepping to the mic, Mullally unleashed a barn-burning rendition of the Rodgers & Hart standard “You Took Advantage of Me” (click here for a YouTube of Mullally singing the song, in a different club before the movie went into production). Although, like practically every other movie musical ever made, Mullally’s singing was pre-recorded, the actress still sang full-out, and the standing O she got afterward required no acting. It was a rather tough act to follow, but 20-year-old actor Paul Iacono (the aforementioned would-be Spielberg) didn’t break a sweat, delivering Barenaked Ladies’ “One Week” while he spastically tossed his lanky frame across the small stage with abandon, including a leap onto a velvet upholstered chaise. After Tancharoen called “cut” and Iacono stepped off the stage, Mullally snagged his sleeve. “Nice use of the chaise,” she grinned. “Nice chaise choreography.” Iacono beamed.

It was only Mullally’s third day on the set, but it was clear her younger co-stars saw her in a similar light off camera that they did on camera. At the beginning of the day, I caught them drinking down every word of Mullally’spraise for the rough-cut of scenes from the film she’d caught in theproducer’s trailer earlier that morning. Later, as the crew set up another shot, several of the actors, including Iacono, giggled through her story about the the time when she was 20 and she hopped in a shower with two other men, including Fame co-screenwriter Allison Burnett. (Yep, Allison Burnett is a man’s name, and, yep, I was confused too when I first heard the story.) “We didn’t do anything,” Mullally chuckled later in her trailer when I brought it up again. “We just all started cracking up and got back out. The other guy turned out to be gay. I think he just wanted to get naked with [Burnett]. I didn’t pick up on that.” Ironically, it was around this time that Mullally says she saw the original Fame. “It had a big impact on me,” she says. “I was living in Chicago doing theater, and I was still young enough that I was like, ‘Wow, I totally wish I’d been in that movie.'” It would appear that, for Mullally anyway, Fame remembered her name.