LOS ANGELES (AP) – “Oooh, the memories are flying back,” coos comedian Christen Sussin outside the Commons dining hall at the University of Southern California, her alma mater.

Nowadays the school isn’t as harrowing as it was when she was 18, a fish out of water from Cape Cod. “I remember gorgeous girls in prom dresses walking across campus and thinking, ‘What are they doing?”‘ she laughs, recalling the culture shock of a sorority rush.

“I had a 110 T-shirts and cotton miniskirts – it was the early ‘90s,” she confesses. “I had a short boy’s haircut and I hadn’t discovered makeup yet, so I was just from a whole ‘nother planet.

“I had this beautiful Santa Barbara roommate,” she remembers, laughing, “who was deeply immersed in the sorority culture who must have thought: What in God’s name did I land with? I’d be in my room stoned, eating out of a food basket my mom had sent, happy as a clam, and just very other, but delighting in it.”

It’s the same laugh-inducing naJive charm that informs Oxygen’s breakout comedy “Campus Ladies,” returning at 10 p.m. EST on March 12.

Sussin co-stars with comedy partner Carrie Aizley as 40-something housewives Barri and Joan, who decide to enroll as freshmen and live in a coed dorm at the fictional University of the Midwest.

The two haphazardly try to navigate sorority life, spring breaks and keg parties, only to be hung over in a Mexican jail, streaking naked across the campus or accused of date rape.

The new episodes find the ladies in more awkward straits, including a hopeless hunt for a private bathroom on campus after being too grossed out with the dorm’s communal showers.

“Which is so from real life,” laughs Sussin. “When I came here, I was just like: ‘What do you mean? I have to do WHAT with these other girls? That’s weird.’ I was an only child. I didn’t get it at all.”

“All we do is come up with stuff to make each other laugh,” Aizley says, noting that though the show is improvised they keep to a tight story outline – even when the joke’s on them.

“We’re writing these scenarios that once we’re shooting them we’re like: What were we thinking? Why are we naked in the bathroom? But we really can’t get mad at anyone because we wrote it.”

The actresses, who are also executive producers of the show, created the characters while with the improv comedy troupe The Groundlings. Oxygen executives saw a performance two years ago and began development of the series, which was scheduled to launch last summer.

But the premiere was delayed when production shut down for several months after Sussin, eight months pregnant, went into labor during shooting.

“I literally left the set in full hair and makeup as Barri and went to Cedars Sinai,” laughs Sussin, who lives in Los Angeles with husband, David, and now 8-month-old daughter Harper.

The show debuted in January, and after five episodes Oxygen gave the green light for a second season. Ratings and critical response have been good.

“These are two very atypical characters for a television show,” says Debby Beece, president of programming and marketing for Oxygen.

“Having these women of a certain age in this fish-out-of-water environment is connecting with our audience,” Beece continues. “When you ask women if they’d like to have a do-over in their life, they all go, ‘Oh yeah.’ The show is very aspirational and fanciful in that way.”

Oxygen’s recent signing with Dish Network now gives the channel a chance to bring its bawdy femme fare to nearly 66.3 million homes.

“Oxygen wants to brand itself as being a cable network for smart, funny women who want to watch irreverent, real comedy,” says Paul Young, an executive producer of “Campus Ladies” with his wife, Cheryl Hines. “There are so many hilarious women and there hasn’t been a landscape for them.”

Not that this is your typical landscape.

“What’s great about Christen and Carrie is they’re comedians,” says Hines (Larry David’s wife on “Curb Your Enthusiasm”). “They’re not worried about looking good or being sweet, it’s just about being funny. I think sometimes it takes people aback a little bit because they’re not used to women just boldly going for a joke, going for a funny situation.”

Breaking out in The Groundlings prestigious Main Company, the 35-year-old Sussin has had varying theater, film and sitcom experience, but finds improvisation a unique vehicle for female comics, especially on television.

“You’re getting a genuine female voice in an improvisation,” says Sussin. “I bring to it a great deal as an actress because I’m scripting myself. If you’ve got men writing for you, conceivably they’re not showing the whole range of what a woman can be, and that can be big.”

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On the Net:

www.oxygen.com

AP-ES-02-23-06 1706EST