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This past fall, two Off-Broadway musicals of the 2005-06 season—Grey Gardens and Spring Awakening—transferred to Broadway runs. Both shows had earned a fair share of praise in their Off-Broadway premieres, at Playwrights Horizons and the Atlantic Theater Company, respectively. But critics ratcheted up the applause on Broadway. There was a reason for the warming critical reaction: both musicals had undergone important changes in the months between their Off-Broadway and Broadway openings. Neither musical transferred intact, but with new songs, newly doctored books and new stars.

"In terms of the script, we had a really unique opportunity to continue the work that we were in the middle of at the time we opened the Atlantic production," said Michael Mayer, the director of Spring Awakening, Duncan Sheik and Steven Sater's musical adaptation of Frank Wedekind controversial 19th-century play. "It was wonderful. It felt like an out-of-town tryout to us. By the time we went back into rehearsal for Broadway, Duncan and Steven and I had a giant amount of time. In previews, that work continued."

Mayer emphasized that the impetus behind the rewrites and restaging wasn't commercial, but artistic: "It wasn't Broadway that made that happen," he insisted. "It's work that we wanted to do."

Michael Greif, the director of Grey Gardens, also expressed gratitude for the chance to do further work on a show that had already opened for review. He also voiced admiration for his tireless collaborators—librettist Doug Wright, lyricist Michael Korie and composer Scott Frankel—men who were not content to let sleeping shows lie. "I feel so fortunate to work with writers who can continue to investigate and have enthusiasm for getting it right," he said. Grey Gardens takes as its inspiration the Maysles Brothers 1975 documentary about "Big Edie" Beale and "Little Edie" Beale, two once-socially-prominent relatives of Jackie Kennedy who allowed their lives and estate to fall to ruin, and who now live—quite contentedly it seems—in isolation and squalor in their dilapidated East Hampton manse. The musical's dramatization of the film is confined to the second act; the first act, meanwhile, imagines the Beales during their salad days in 1941, and speculates about the events that sealed their improbably bleak future. Most of the Off-Broadway reviews pointed to Act Two as the tighter and more effective half of the show, and the creative team, in seeming agreement, focused their energies on improving Act One.

"The second act was feeling stronger and more secure," told Greif. "This makes a good deal of sense. You see, the first act was written first. The second act came later. The changes we made to Act One where inspired by the second act and what we thought was working," when they saw it in production. "We tried to think of ways to change the first act that would reflect what happened in the second act more."

One of big changes came right at the top of the first act, which began Off-Broadway with the number "The Five-Fifteen," a song about the preparations being made for a party at the Grey Gardens mansion. The creators inserted some new material before the song to communicate Little Edie's concerns that her mother will insist on singing at the party and thus steal focus from her daughter's engagement to Joe Kennedy Jr.

"Now, we already know that there are issues between the mother and daughter," explained Greif. "It was really an effort to begin the plot of the act earlier on in the act. Also, we're letting the audience know whose story they're following; they are following the story of a mother and daughter and their relationship."

A number of songs featured in the first act of the Off-Broadway production were replaced by new selections. "Better Fall Out of Love," a comic duet between Little Edie and Joe, was thrown out. Put in its place was the composition "Goin' Places." The reason for the change wasn't simply a question of inserting a better tune, but also of the dramatic information the fresh song contained. "The new song is about where they're aiming to go," said Greif. "We see the mountain they're aiming at. The song has an energetic swing to it."

Also removed was "Being Bouvier," a song that defined the character of Major Bouvier, Big Edie's disapproving father. In its place went "Marry Well," which, explained Greif, does the same job as the earlier number, but also, "tells the audience what the family needs. He's instructing his granddaughters Jackie and Lee. It gives the song more action, more urgency."

"I think the main emphasis of any changes we made," concluded Greif, "was to focus the storytelling and introduce the conflict of the story early on."

In contrast, many of the biggest changes made to Spring Awakening were in Act Two. The tragic story follows the wrenching existences of a group of school kids in 1890s Germany as they struggle to align the adolescent rage and desire roiling inside their bodies with the pervading atmosphere of willful ignorance and repression fostered by their parents. Among the central figures are Melchior, a handsome boy of greater maturity than his peers, and Wendla, the frightened and confused girl he falls in love with and later impregnates, leading to dire consequences.

Late in the second act, as the adults debate the fate of the pregnant Wendla, she sings a number called "Whispering." "We were very disappointed in that song at the Atlantic, because it's a beautiful song and we felt it wasn't landing," admitted Mayer. "It was all couched inside the interrogation by the mother about which boy it was [who fathered the child]. And so I had this idea that maybe if the actual drama of the play continued during 'Whispering,' and if the song actually took Wendla from a place of warning to a place of potential rebirth, celebrating that she had this baby in her—all at the same time as when Melchior's fate is sealed by the decision of the parents—it would work better. I think we're really happy with the way it functions now."

Mayer and company also made some shifts to adjust the impact of the show's final song, "The Song of Purple Summer." "The end scene is very different from where it was at the Atlantic," said Mayer. "What we realized is that the story is over, that's it. The play is done! So, 'The Song of Purple Summer' functions more like a coda now."

Mayer, Sheik and Sater also used the Broadway transfer as an opportunity to deal with one of the consistent criticisms leveled at the Atlantic production: that the lyrics couldn't always be deciphered over the din of the on-stage rock band. "One of the things that we faced at the Atlantic was having a big rock sound in a small space," said Mayer. "I got a lot of complaints that it was hard to hear the lyrics. We're not getting those complaints right now."

Both directors had to contend with cast changes on the way to Broadway. Frank Wood and Mary McCann, who played all of the adult roles in Spring Awakening at the Atlantic, were not available to do the Broadway show. Hired to replace them were Stephen Spinella and Christine Estabrook. As for the Broadway mounting of Grey Gardens, it got a new first act "Little Edie" in Erin Davie; the role was originated Off-Broadway by Sara Gettelfinger.

"We all felt proud of what Sara brought to the play," explained Greif. "And, of course, Sara's very busy and very successful and is taking over the world. But in that difficult time when we were making changes, we realized that—in finding ways to match Little Edie in the second act to Little Edie in the first act—it was important to find an actor that more matched Christine Ebersole's Little Edie in the second act." Greif added that Davie studied both Ebersole's performance and the Maysles film for clues on how to play young Little Edie in Act One.

As for the adults in Spring Awakening, Mayer said the fact that he had to recast both roles, as opposed to just one, "made it kind of easier. It would have been more difficult if it was only one actor, because then they would have had to adapt to each other. This way, the two could work together with me to find their own interpretation."

In both cases, it's obvious that change is good; Grey Gardens and Spring Awakening are the most highly praised new musicals of the new season.

(Robert Simonson is Playbill.com's senior correspondent. He can be reached at [email protected].)