Always, the musical about the real-life British king who abdicated to marry the American divorcee he loved, opens June 10 at, appropriately, the Victoria Palace Theatre in London.

Edward VIII will be played by Clive Carter (Into The Woods), Wallis Simpson by Jan Hartley (Phantom of the Opera) in the William May / Jason Sprague musical. Previews began May 20.

This possibly Broadway-bound musical follows the two from their first meeting to their marriage -- with Edward essentially forced to renounce his throne in 1936 in order to wed a commoner. Afterward, they became known to the world as the Duke and Duchess of Windsor.

Thommie Walsh and Frank Hauser are directing the show, which Walsh, the original Bobbie in A Chorus Line, will choreograph.

Also in the cast: Shani Wallis (Nancy in the Oscar-winning Oliver! film) will play Aunt Bessie and Sheila Ferguson will play The Chanteuse. Sets are by Hildegard Bechtler, costumes by Tom Rand, musical arrangements by John Cameron. Chris Walker serves as musical director/dance arranger.

This is the first musical by May and Sprague, one song of which is titled "Love Carousel."

For information on Always, which has additional libretto work by Frank Hauser, call (011-44) 0171-834-1317.

--By David Lefkowitz