John Larroquette is not only returning to television, but he's doing so in a vehicle familiar to millions of television viewers.

His new sitcom, "Payne," which premieres Monday at 8:30 p.m. on CBS/Ch. 2, is an adaptation of the legendary "Fawlty Towers." And his character, the oddly named Royal Payne, is an adaptation of John Cleese's Basil Fawlty.(The show moves to its regular time slot on Wednesday at 7:30 p.m.)

Larroquette is not a man who scares easily, but he did admit that updating "Fawlty Towers" was an idea he resisted.

Larroquette, a multiple-Emmy winner for his role in "Night Court," said he was a "phenomenally big fan" of the show. But when he was first approached about starring in a remake, he rejected the notion out of hand.

"At the time, I said vehemently, 'Absolutely not. Are you insane? There's no way I could possibly think about doing it,' " he said. "And, quite honestly, what happened was a friend of mine . . . (said), 'You're crazy not to try and do this.' In the final analysis, I thought whatever I did next, I just wanted to be as funny as I possibly could be, and give America something to tune into and laugh at.

"I realized that the show is so old, most people don't know it. It's a great set-up. It's certainly akin to a character that I suppose America has come to somewhat expect of me on television -- to be somewhat misanthropic and sort of nasty and sort of a mean little boy. And all of a sudden, it just made sense."

So, in partnership with executive producers Judd Pillott and John Peaslee ("Coach" and "Something So Right"), Larroquette set out to remake a classic.

There are both similarities and differences between "Payne" and "Fawlty Towers." Both shows feature difficult men running small hotels. Both have wives with whom they bicker. Both have a male employee they abuse and a female employee who is, perhaps, more competent than they are.

But, in addition to the different settings -- England and California -- the shows have somewhat different attitudes.

"Our idea was not to duplicate 'Fawlty Towers,' certainly, but to create it anew," Larroquette said. "Strictly because I'm doing it, it's going to be different. Strictly because (Jobeth Williams) is doing it, it's going to be different, because we're different people. It's a different time and everything -- the schematic is so different.

"We can't do what Cleese did. We don't have the time to do what Cleese did. We don't have the freedom to do what Cleese did, being where he was and the network that he was on, in essence. So it wasn't something that we were afraid of."

Larroquette was being literal about time. Whereas the original "Fawlty Towers" ran for 35 commercial-free minutes on the BBC, an episode of "Payne" runs 22 minutes when you account for commercials and network promos.

"(Cleese) had 35 uninterrupted minutes. That's a one-act play, a two-act play, if you have short acts," Larroquette said.

And, while "Payne" may not be quite as bawdy at "Fawlty Towers," that is not to say that it isn't an adult show. There's plenty of sexual humor, and double entendres abound.

"The network was phenomenally liberal with us," Larroquette said. "There's very little that we wanted to do that (the censor) said no. Very little at all. As a matter of fact, I can't remember a time when they said you absolutely can't go there, whether it was a joke or whether it was making fun of certain individuals."

"Payne" is allowed to be politically incorrect. Like Basil Fawlty, Royal Payne is allowed to occasionally beat up on his male, foreign employee -- named Mo (Rick Batella), a direct take on Manuel (Andrew Sachs) in "Fawlty Towers."

"That's one thing I did say to (CBS President) Les (Moonves) when we first talked about this," Larroquette said. "I said, 'The moment you tell me I can't slap the small brown guy around, I have to go.' "

The producers know they're treading in a potential minefield -- sort of damned if they make the show too much like "Fawlty Towers" and damned if they make "Payne" too little like it.

"We also would have been faulted if we hadn't had some version of that character," Peaslee said. "Everyone would have said, 'Well, you've chickened out and backed off what was a very funny element of the original.' "

One fairly significant change is the relationship between the married couple running the hotel. Basil and Sybil (Prunella Scales) Fawlty were at odds constantly and had little use for one another. Royal and Connie (Jobeth Williams) Payne bicker, but they're also obviously in love.

It's part of what Peaslee called the "odd balancing act" of updating a TV classic.

"You've got this comedy icon that we loved. We were intimidated by taking it on, a little bit," he said. "But we also thought -- we have to make this our own. And one of the ways we thought we could do it was to change the relationship between the couple."

As for Williams, she said she wasn't interested in re-creating Sybil Fawlty.

"I don't think that relationship would ring particularly true in the United States in this day and age," Williams said. "And I said, 'If I do this, I want to create a very different kind of character from the woman that Prunella Scales was, and I want my character to have my own demented side, as well.' "

"It's sort of like Rob and Laura Petrie on meth," Larroquette said.

"Payne" couldn't be exactly like "Fawlty Towers" because not only are the two shows two decades apart, but there's literally an ocean dividing them.

"I do believe that, just because of our history, it's not as funny here making fun of Germans as it is in England making fun of Germans or the French," Larroquette said. "The English make fun of everybody. I'm married to one of them. It's an island mentality there that the rest of the world is stupid. The entire globe except for England is stupid -- and parts of Scotland.

"So I just don't think it would translate here."

Another difference will be that "Payne" will be somewhat less frenetic than "Fawlty" -- by design.

"What people forget is there were only 12 'Fawlty Towers' ever made," said Peaslee -- six in 1975 and another six in 1979. "And we knew that if this show took off, we were going to be doing 22 the first season. So we thought -- this is going to need more legs to it."

Which differentiates "Payne" from its forebear.

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"As funny as 'Fawlty Towers' was -- and it was remarkably, ingeniously funny -- it never really dipped below surface very much because John (Cleese) only had to write six of them (at a time)," Larroquette said. "I think if we try and do 22 of those, first of all, we would be dead by the end of the season. And I think most viewers would be exhausted.

"I've sat and watched all 12 episodes of 'Fawlty Towers' nonstop, and I've got to go take a nap after them. There's so much going on constantly that I think . . . we had to sort of dole out the maniacal nature of it a little slower in order to keep people interested in the story and coming back every week."

And Larroquette insists he isn't really worried about American viewers drawing too many comparisons between "Payne" and "Fawlty Towers" -- although he's expecting to see such comparisons drawn by TV critics.

"If you look at America, 85 percent of the people in America never heard of 'Fawlty Towers,' " he told critics -- probably not inaccurately. "So the only people that I ever concerned myself with was you. . . . It was a remarkable piece of work. And so the idea of being held up for ridicule, trying in any way to follow in the footsteps of someone like John Cleese is a frightening prospect."

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