Richard Bauer's performance as Henry Higgins in "Pygmalion," which opened last night in the Kreeger Theater, is his 100th for Arena Stage. It's fitting, then, that he's marvelous in the role: surprising, witty, frequently hilarious. He's also, astonishingly in a characterization of the arrogant Higgins, moving. Higgins's no-nonsense mother is played by Tammy Grimes, and she and Bauer match up perfectly as mother and son. The sneak-up-on-you perfection of their timing, the throaty snap of their delivery, the way they suggest thought processes not fully accessible to the rest of us -- all imply they come from another planet. The comedy planet, perhaps. Wherever it is, it's very near to Heaven.

George Bernard Shaw's "Pygmalion" is best known as the source for "My Fair Lady," in which Lerner and Loewe provided the romance Shaw so perversely denied his audience when they let Higgins win Eliza, the flower girl from the gutter whom he has, with vocal and social training, transformed into a lady. Productions of "Pygmalion" since have fallen under the shadow of the musical, especially as there is something unsatisfying in the way Shaw teases us to expect a romantic ending, then jerks it away. But in the Arena production, director Doug Wager delivers the play back to Shaw by taking a new look at Higgins.

Rex Harrison in "My Fair Lady" and actors such as Peter O'Toole and Leslie Howard in "Pygmalion" played Higgins with suave coolness, complacently sure of himself. His contest with Eliza became weighted in her favor -- it was natural to want to see him get his comeuppance. Higgins has always seemed to be one of those pompous male figures Shaw loves to set up and knock down, who deserves to lose this particular engagement in the war of the sexes. Wager and Bauer show him in another light, as one of Shaw's pugnacious idealists, every bit as much his own victim as Eliza is.

Higgins is written and inevitably played as childish, a peevish mama's boy. Bauer makes a subtle shift in his approach -- he plays him as childlike. His Higgins is tantrumy and spoiled, but he's also an innocent. When he realizes he has inadvertently insulted someone, he isn't smugly unapologetic but a little abashed -- his rudeness isn't a weapon, it's just an unthinking part of him. Bauer's Higgins isn't proud that he can't get along with people, in fact he rather regrets it -- but what can he do? He's never even quite sure how he's given offense.

Bauer goes way beyond making Higgins, in his lack of hypocrisy, superior to the bourgeoisie he offends. He shows how his very frankness comes from an oversimplified view of life. With his conviction that social ills can be righted by speech lessons and his insistence on a personal freedom that denies all weakness in human character, Higgins is a naif. In his final confrontation with Eliza, he senses that he is losing something precious to him, but he doesn't know how to win it back. His philosophy lets him down. Higgins the anti-sentimentalist has all the best arguments and even a kind of saintly idealism, but Eliza, who clings to her small bit of human truth -- that we are emotional creatures and kindness matters to us -- defeats him and leaves him.

Higgins at the end is the comic prototype of the male who knows he has brilliantly out-argued a woman but has, nonetheless, failed to persuade her. But he's also something more wrenching -- a man facing the fact that everything he was so proud of knowing has failed to get him the one thing he really wants, and he isn't even sure what went wrong.

Wager has cast Eliza and her ne'er-do-well father, Alfred Doolittle, with the African American actors Gail Grate and Charles dUMAS. At first, the idea of drawing a comparison between the excluded English lower classes and black America seems as if it might work. But as you watch the play, the force of social reality asserts itself. Wager may not have meant to, but with this casting he has implied that black Americans would have no acceptance problems if they only learned to speak the "official" language. So much for racism. So much for keeping to your own cultural values. Essentially what Higgins teaches Eliza is how to "pass." But when Grate, exquisite in a black and white gown by costumer Barbra Kravitz, enters Mrs. Higgins's proper drawing room and charms the white visitors by speaking properly, you know it's a lie -- that a white Cockney girl might have pulled if off, but never the daughter of a Jamaican immigrant.

In her Cockney days, Grate is a refreshingly strong, earthy Eliza, and you wonder if she will be the rare actress who manages to become a lady without losing the street soul of the guttersnipe. But a few months of social training denature this Eliza too -- even furious at Higgins, Grate is well bred, breathy and noble and teary. As her father, dUMAS works hard, but giving a sense of hard work while playing Doolittle upends the character. It's a great comic role; for all his effort, dUMAS can't fill it.

In the smaller roles, all the Eynsford-Hills -- Tana Hicken as mama; Jennifer Mendenhall as her daughter Clara; Michael Chaban as her son Freddy -- are delightfully ditsy. In moments of social embarrassment, Hicken dithers herself into a quiver that, smiling politely, she hopes no one will notice. Mendenhall has a fine spoiled whine, and Chaban is enthusiastically dimwitted. Terrence Currier is a decent, patient Pickering, and June Hansen, the only one onstage with a convincing accent (she's a Scot), a tolerant, exasperated Mrs. Pearce.

Several years ago, Wager directed a rapturously language-drunk production of Shaw's "Man and Superman" that remains one of the best things I've ever seen onstage. "Pygmalion" doesn't release him to the same extent. This may be partly because he directed "Man and Superman" in the Arena and sent it whirling all over the stage. Still, it was in the Kreeger that he staged the explosively nutso "Cocoanuts." Here, at least initially, working on Michael Yeargan's shallow set, he seems hemmed in: The actors tend to end up in lines across the stage.

However, things pick up enormously in Act 2 when, in Mrs. Higgins's drawing room, Wager can work with a downstage seating pouf, a mid-stage fireplace complete with fire irons to trip over, and an upstage balcony. Grimes, pithy and acerbic, anchors one side of the stage, and Bauer's Higgins nervously circles the even-more-nervous Eynsford-Hills, encountering various pieces of furniture in his route. This is sublime comedy.

The production is never as funny again, but in the last Eliza-Higgins scene, Wager pushes through into richer territory -- not merely social but human comedy. Left alone onstage at the end, Higgins appears to experience a pain he can't diagnose. He feels the symptom, but the injury eludes him. His heart is broken and he doesn't know it.

Pygmalion, by George Bernard Shaw. Directed by Douglas C. Wager. Sets, Michael Yeargan; costumes, Barbra Kravitz; lighting, Mark McCullough; sound, John Eustis. With Richard Bauer, Gail Grate, Tammy Grimes, Terrence Currier, Charles dUMAS, Tana Hicken, Jennifer Mendenhall, Michael Chaban, June Hansen, Desiree Marie, Conrad Feininger, Michael W. Howell, John Elko, Louise Reynolds, Godfrey L. Simmons Jr. At Arena Stage's Kreeger Theater through April 7.