*

"I remember seeing this show — I had friends in the last version," Kate Jennings Grant recalls, referencing the 2001 Broadway revival of Noises Off starring Patti LuPone (as Dotty, now played by Andrea Martin) and Faith Prince (as Belinda, now played by Grant). "I remember going out with my friend Paul Fitzgerald afterwards, and I was laughing. I said, 'I never want to be in this show!'"

Her co-stars laugh in agreement. The show's ladies are sitting in Martin's dressing room backstage at the Airlines, where Noises Off will open Jan. 14 in its second Broadway revival. Grant sips coffee in preparation for their 2 PM matinee the Wednesday before Christmas; Megan Hilty and Tracee Chimo cuddle up next to Martin on her couch.

"He was so wired!" Grant continues, talking about Fitzgerald. "And he's now calling me having the last laugh going, 'How's Act II going, Kate?' It's just an irresistible show and part, and yet there was a silent terror inside. When you read this play, and if you know people who've done it — which we all do — how hard you're going to work… Your whole life gets put on hold."

Noises Off is a showbiz comedy in three acts. The first is a dress rehearsal of the show within the show, in which everything goes wrong. The second is set backstage during a performance, in which everything goes wrong. The third is set onstage during a performance, in which everything goes wrong.

But, for it all to go wrong, these actresses have got to make sure they're doing it right!

"The thing about this show that is kind of terrifying is that normally, in any other show, if things go wrong, you can kind of navigate around it and maybe explain in a couple words your way around whatever is going wrong," says Hilty. "The problem with something going wrong in our show is that everything is so important. Every word is either a cue for somebody else, or there's a callback to it in another act…"

Chimo adds, "It's like choreography, but really weird choreography."

"Every syllable has a purpose," says Hilty, "and it's for everybody. It's like, 'Okay, if one piece is missing, how the…?' I've ruined the show! Goodnight everyone!" She laughs.

Thank goodness they're all pros. Each of the ladies have experienced their fair share of dropped cues onstage even if, in the words of Chimo, it could be a "pain in the ass."

"When is it not a pain in the ass when somebody leaves you hanging?" asks Hilty. "In Wicked, several Fiyeros didn't come on stage because they were watching football."

Chimo admits to tapping a person or two on the shoulder to prompt their next line, and Grant (although out of her hands) fell through a trap door during her first entrance in Guys and Dolls at a dress rehearsal — thankfully landing on leading man Oliver Platt to catch her fall. In Martin's case, she's her own worst enemy.

"In my own show [Andrea Martin: Final Days, Everything Must Go!], I oftentimes forget lyrics to the songs or the opening, which is 'I just hit town, so come on down, there ain't nothing I won't show…' and then literally forget all the lyrics," admits Martin. "But the beauty of my own show is that I can actually stop. Seth Rudetsky is playing, and I can say, 'Actually can't remember anymore, so if you'll excuse me, I'll go over to Seth,' and that's actually happened."

In Noises Off, "There's a lot of like thinking on your feet," says Chimo. "Last night, Chris, one of our stage managers, was like, 'Tracee, Rob [McClure]'s tuxedo bowtie flew off, and it's at the corner of the stage on Stage Left. When you go on to make the announcement in Act II, can you pick it up?' And I had to make a big thing of going over to pick up this giant bowtie, throw it on my desk, make the announcement in time and get to my next place, but there's a lot of last-minute whoopsies!"

"I've had so many," admits Grant. "I'm actually the one who will space out for a brief second. The other night, Jeremy [Shamos] was having a hard time getting into a costume backstage and had to say the line offstage that he usually says onstage, and it was right before I enter, and I remember looking and [thinking], 'Wait, he's supposed to be onstage right now.' I thought, 'This is just like the play…' Then I looked out [on stage], and I saw six eyeballs staring at me, and it was kind of quiet, and I thought, 'Oh my God, why is everybody looking at me right now?' I realized, 'Ah! That's where I enter with a vase!'"

No matter what, if you greet Martin after a performance, be sure to tell her it was fantastic, despite any onstage flubs.

"I used to have a note outside my [dressing room] door in Oklahoma! [that said], 'When you enter this dressing room, if you're not prepared to say that my performance transformed your life, do not come in.'

Cue the compliments instead! "Somebody did say to me last night, 'You just keep getting younger,' ... I looked back and said, 'Oh, well maybe that was good!'"

(Playbill.com features manager Michael Gioia's work appears in the news, feature and video sections of Playbill.com as well as in the pages of Playbill magazine. Follow him on Twitter at @PlaybillMichael.)