For people who came of age in the early 1960s and '70s, there was no tuning out the Four Seasons, the pop group whose string of hits started in '62 with "Sherry," "Big Girls Don't Cry" and "Walk Like A Man" and lasted through the disco era with epic pop gems like "Who Loves You" and "December, 1963 (Oh, what a night!)."

It's no surprise that a few years ago, when it seemed as though every major artist was having their catalogs turned into Broadway shows -- Elvis, ABBA, The Beach Boys, John Lennon among them -- the two men who controlled The Four Seasons' canon, lead singer Frankie Valli and songwriter/keyboardist/vocalist Bob Gaudio, were interested.

"It's an odd feeling watching it," Bob Gaudio (left, with Frankie Valli) says of "Jersey Boys."

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Unlike those other efforts, which have come to be known as "jukebox musicals," this one didn't rely on a story that critics could trash as derivative or cheesy. It was their story, warts and all, as soul-baring as could be depicted in a two-hour show.

"When Frankie and I were in opening night at La Jolla (2004), we both looked at each other at halftime -- or intermission -- and said, 'My God, imagine if this gets to Broadway,' " said Gaudio during a recent visit to Memphis, his first since he was a teenager. "La Jolla was Beach Boys territory, the worst place you could open a show about The Four Seasons. But they extended it from six weeks to four months. Then we thought, OK, well, if it goes to New York and the critics don't destroy us, at least we'll have the bridge and tunnel crowd. The reviews were terrific. Then we won the Tony."

"Jersey Boys" actually won four Tonys: two for the leading actors, one for the lighting designer and, of course, one for best musical of 2005.

Gaudio, 67, now living in Nashville, says that keeping an eye on the seven companies of "Jersey Boys" in production across the globe -- such as the national tour that begins a 24-performance run at the Orpheum theater on Wednesday -- is like having a new full-time job.

"It's an odd feeling watching it," Gaudio said. "Once the story of our lives became theatricalized, we kind of became fans of what we were seeing. Back then, we were criminals! Well, some of us, at least."

Writers Rick Elice and Marshall Brickman intersperse familiar tunes throughout the biographical portrait of the group, starting with its formation in a rough neighborhood. Between jail stints for petty theft, a young Frankie Valli finds his voice and also teams up with Gaudio, a teenager who at age 17 already had one famous hit to his credit, "(Who Wears) Short Shorts," with his previous group The Royal Teens.

The young musicians have mafia run-ins, gambling problems, and the kind of struggles that would give a man cause to drop an f-bomb or two, which the Orpheum has gone to unusual lengths to warn people about.

Looking back on his experience of being in a legendary American band whose laundry gets aired nightly around the world, Gaudio says the music never took a back seat to the artistic and personal conflicts.

"Ever since I can remember, it was always about the music," he said. "I can't think of groupies or dating. It was always where is the next song coming from? Who am I competing with?"

From the start, the casting of "Jersey Boys" came with a difficult set of roles to fill. The actors have to both sing and play instruments. In filling the shoes of Frankie Valli, producers look for actors who have the voice of a rocker, not a Broadway belter, and who can also sing Valli's iconic falsetto.

Joseph Leo Bwarie has been playing Valli for two years. Originally from Sherman Oaks, Calif., he made his first professional recording at age 9, and spent his youth singing backgrounds and overdubs on records for other singers. He already had a reputation for his falsetto. For Bwarie, the hard part wasn't the singing. It was capturing the mannerisms of the time period.

"You ask yourself, 'Do I put my hands in my pocket?' How do I cross my arms? How did they lean against a bar in 1963 that's different than how I lean on a bar in 2010. How did they flirt differently with girls?" Bwarie explained. "It's about stripping away the contemporary-isms."

For the sake of making a visually compelling musical, some things aren't completely authentic. Sergio Trujillo's choreography suggests the atmosphere of street-corner pop circa '50s and '60s. In actual concerts, The Four Seasons, as Gaudio puts it, "were nailed to the floor."

"It's enough choreography to enhance the era," Gaudio said. "A little reminiscent of Motown, a little Philadelphia, a little bit of everything. It's enough to make it feel like we fit into that era, even though we didn't. We preceded the Beatles, but that was about the only thing we preceded."

STORIES BEHIND THE SONGS

Songwriter Bob Gaudio provides some background into three of Frankie Valli and The Four Seasons' best known songs:

"December, 1963 (Oh, what a night!)" (Released December 1975)

It was a song that almost didn't make the album. It was always called "Oh, What a Night," but it was originally about the repeal of Prohibition, which was 1933. I wrote some dastardly lyrics about "flappers flippin' on the floor," all kinds of stupid stuff. I brought it into the session and Frankie just kind of looked away at the other guys. And there was like a silence heard all over the world.

The consensus was that it was a pretty crappy lyric, and I got a little indignant and said, "OK, we'll dump it. We have other tracks." And everybody just kind of mutinied and said "No, no, this is one of the best tracks we have, the feel is great!" I had to relent because even though it wasn't a dance record, it made you just want to get up and move once you heard the piano lick. It was a sin to waste it.

Judy Parker, my lady at the time (now wife), stayed up most of the night and came up with this other lyric about (having sex for) the first time, and she changed the year to 1963. I wrote the bridge, a typical male lyric: "I felt the rush, like a rolling ball of thunder, spinning my head around and taking my body under." That was my contribution.

"Can't Take My Eyes Off You" (Released May 1967)

"Can't Take My Eyes off You" was (Hall of Fame songwriter) Bob Crewe's title, and it started the ball rolling. There are three separate melodies. The verse was a melody that I had floating around in my head that I'd never locked down. The chorus came at the moment, but I couldn't figure out how to get from the soft verse to the strong pumping "I love you baby!" and have that make any sense.

The bridge, the horn section, was a children's nursery rhyme that I was writing for a children's show that never got launched. I just remembered that little melody. I wanted to turn it into a horn lick.

I'll tell you a little secret: You listen to Stan Kenton's Artistry in Rhythm album, you'll hear the inspiration for the horn licks on "Can't Take My Eyes Off You." Listen to the trombone line. He was by far my all-time favorite orchestra leader. I love that band.

"Walk Like A Man" (Released January 1963)

"Walk Like a Man" was our attempt at getting stronger and edgier. We had "Sherry" and "Big Girls Don't Cry," and "Walk Like a Man" came and Frankie got a little grittier. It was just a hook that wouldn't quit.

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"Jersey Boys"

The show opens Wednesday and runs through Feb. 14 at the Orpheum theater, 203 S. Main St. Shows are 7:30 p.m. Wednesdays and Thursdays, 8 p.m. Fridays, 2 and 8 p.m. Saturdays and 1:30 and 7 p.m. Sundays. Tickets are $28-$128. Call 525-3000.

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