Heading the cast of "The Fats Waller Musical Show" are E. Faye Butler, Darius de Haas, Doug Eskew, Angela Robinson and Natasha Yvette Williams. Ken Roberson will direct the revue, which kicks off the Paper Mill's 2003-2004 season, playing Sept. 10-Oct. 19 with an official opening scheduled for Sept. 12. William Foster McDaniel will be the show's musical director. Conceived and originally directed by Richard Maltby, Jr., Ain't Misbehavin' was based on an idea by Maltby and Murray Horwitz. The original Broadway production made a star out of its leading lady, the late Nell Carter and featured such Fats Waller tunes as "Mean to Me," "Honeysuckle Rose," "Black and Blue" and the title tune.

Tickets — priced between $30 and $67 — go on sale at 10 AM July 7 by calling the theatre's box office at (973) 376-4343. The Paper Mill Playhouse is located in Millburn, N.J., on Brookside Drive. Visit www.papermill.org for more information.