The quirky show, which closed after nine performances in 1964, now has a cult following thanks largely to its original cast album. In 1995, an album preserving a benefit-concert cast was also released.

The new commercial Equity staging opens Feb. 21, after previews, at the 99-seat Matrix Theatre, running Thursdays through Sundays. Black produces, Michael Michetti directs (and also adapted the three-act work into two acts), Larry Sousa choreographs and Darryl Archibald is musical director. The company totals 18 and includes character actress Ruth Williamson (a favorite of writer Charles Busch) as the show's voracious corrupt mayoress. The scenic design by Evan Bartoletti is inspired by Andy Warhol.

The staging is billed as the "U.S. premiere of the first sanctioned revision of the original 1964 Broadway musical, approved by Arthur Laurents and Stephen Sondheim," and reflects a newly organized script that was also used in London production of the show that opened in January under the direction of Laurents.

In L.A., Misty Cotton will play Nurse Fay Apple, one of the apparently sane characters in a mad town where a corrupt mayoress named Cora Hoover Hooper (played by the lusty Broadway character actress Williamson) creates a fake miracle to bring in tourists. When the local asylum is unlocked, the tourists mix in with the "cookies" and the town council can't tell one from the other. A hero named Hapgood (played by John Bisom) challenges the mayoress and falls for Apple. In 1964, the show took shots at conformity, mental health, war, politics and other subjects, ending up a rueful and somewhat absurdist satire of the modern world.

Whistle, producer Black and many others say, was visionary. "When I first read the pay and saw it, I thought it was ahead of its time," Black said. "In 1964, you didn't talk about crazy people, you didn't talk about corrupt politicians, you didn't take a blast at religion. The [early] '60s was the innocent time in America, still. We all know the show closed in nine performances, but looking at it almost 40 years later, this is a different theatre audience." Composer-lyricist Sondheim's score includes "There Won't Be Trumpets," "With So Little to be Sure Of," "Me and My Town," "Miracle Song," "A Parade in Town," "See What It Gets You," "Everybody Says Don't" and the title song, among others.

Black wanted to do Anyone Can Whistle five years ago, but couldn't get the rights. After she earned a reputation for solid Sondheim revivals of Marry Me a Little (an all-male cast) and Merrily We Roll Along, she was finally able to snag Whistle.

In approaching the show with new eyes, Black explained, "The main issue became three acts versus two acts. We didn't think today's audience was gonna sit through three acts. The first issue was 'how do you get it to two acts?'"

Black said she and her director, Michetti, felt Fay was the protagonist (rather than the Kay Thompson-like mayoress, who was originally played by Angela Lansbury) "and you don't really see her in her full bloom until the end of Act Two, when she sings 'Anyone Can Whistle.' We felt the focus had to go on Fay and her relationship with Hapgood. The first act is now going to end with 'Anyone Can Whistle.' And there were a few things here and there, little cuts.

"After we finished this, we sent a copy to Steve and said 'this is what we'd like to do with it,' and five days later the script came back and my heart dropped. There was a note attached: 'Fine with me, go to Arthur.' I sent a note to Arthur and I got a note back from Arthur who wished us good luck and gave a page of notes and revisions. So it truly is a revised script."

This will probably be the most expensive 99-seat production in L.A. history, Black said. She's hoping the press will embrace the work and prompt a 12-week run and an extension.

None of the score's songs are cut, Black said. A song cut from the show before Broadway, "There's Always a Woman," is not being reinserted into the show, she said.

The unrelated London revival at the Bridewell Theatre uses the same script that Black, Laurents and Michetti agreed upon last fall. The U.K. staging did not get good reviews.

Jay Records announced recently it will release a studio cast recording of the complete score of Anyone Can Whistle, in July. The cast for that unrelated recording of the show, on two discs, will feature John Barrowman, Julia McKenzie and Maria Friedman.

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Misty Cotton is a 2002 Ovation Award-winner for Lead Actress in a Musical (Side Show). Her credits include Ellen in Miss Saigon on Broadway and Eponine in the national tour of Les Misérables. She appeared recently in the L.A. premiere of The Spitfire Grill.

Williamson's Broadway credits include Eulalie Shinn in The Music Man, Gen. Cartwright in Guys and Dolls; Epic Proportions and Little Me.

In the original, Hapgood was played by Harry Guardino and Fay by Lee Remick.

Designers are Evan Bartoletti (set), Steven Young and Lisa D. Katz (lighting) and A. Jeffrey Schoenberg (costume). Richard B. Warsk is production supervisor.

The cast also includes Ira Denmark, Joe Hart, Jay Willick, Peggy Billo, Andrew Boyle, Lizz Carter, Jennie Fahn, Daniel Gibson, Chil Kong, Roy Leake, Jr. Matthew McCray, Randi Pareira, Sierra A. R. Rein, Peter Sham and Virginia Weber.

The Matrix Theatre is at 7657 Melrose Avenue. Performances continue to May 11. General admission tickets range $15-$38. For information, call (818) 788-5659.

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Visit the Anyone Can Whistle website at www.anyonecanwhistle.com.