The spunky show about a flapper fish out of water in Jazz Age Manhattan won the 2002 Tony Award for Best Musical. By its final matinee performance it will have played 32 previews and 904 regular performances at the Marquis Theatre.

The show established composer Jeanine Tesori and lyricist-librettist Dick Scanlan as Broadway musical comedy talents and made a star out of the unknown Sutton Foster, who won the 2002 Tony for Best Actress in a Musical.

Foster graduated to the lead role of Millie Dillmount after two other actresses exited the show during an out-of-town tryout in La Jolla, CA. She stayed with the show for nearly two years, recently being replaced by Susan Egan.

A London production of the show closes June 26, but a 2005 tour of the United Kingdom is in the works, producer Hal Luftig told Playbill On-Line.

The production also received Tony Awards for Best Featured Actress (Harriet Harris), Best Orchestrations (Doug Besterman and the late Ralph Burns), Best Costume Design (Martin Pakledinaz) and Best Choreography (Rob Ashford). Gavin Creel was Tony nommed as Best Actor in a Musical. Millie borrowed characters and elements from the oddball 1967 film of the same name. However, the score was 90 percent new. The title tune and "Jimmy" were famously borrowed from the film score. There were also interpolations: a theme from "The Nutcracker" is jazzed up to be a speakeasy dance number; "My eyes are fully open to my awful situation," a patter tune from Gilbert and Sullivan's Ruddigore, has new lyrics by Scanlan to become a steno-and-typing test for Millie, who plans to marry her rich and handsome boss; Victor Herbert's "I'm Falling in Love With Someone" is used to express a surprise love-at-first-sight between would-be lovers; and a classic tune by Sam Lewis, Joe Young and Walter Donaldson has a rousing payoff under the title "Muqin."

Tesori and Scanlan penned about 10 original tunes for the show, too, including "Long as I'm Here With You," an addition during previews (replacing "Ain't No Prohibition On Romance"). The show delivered a bona fide 11 o'clock number, "Gimme, Gimme," for its title belter.

Thoroughly Modern Millie was directed by Michael Mayer (A View From the Bride and the upcoming Roundabout revival of After the Fall). The show opened April 18, 2002, at the Marquis after previews from March 19.

How did Hal Luftig, one of the show's producers, get introduced to the show?

"I was invited by Fox Theatricals to come to a very small reading of this new musical," Luftig old Playbill On-Line June 18. "Usually these readings are done in studios, but this was being done at someone's address. I went to this Park Avenue address, a beautiful wood-paneled apartment — like an Old World apartment. We were brought into this drawing room and there was Dick Scanlan, Michael Mayer and [music director] Michael Rafter at the piano. Dick Scanlan performed all of the parts: He did Millie, Miss Dorothy, Mrs. Meers. I was entranced. I always tell Dick Scanlan, 'Someday we're gonna do the one-person Millie on the road, and it's gonna be you, Dick!' It was hilarious to watch. I Am My Own Millie! The story seemed so charming to me that I said to [producer Michael Leavitt], 'Let's do this!'"

Luftig said the show will have recouped about 80 percent of its investment, and will pay its investors fully in coming seasons.

"I am so proud of Millie, I am so proud we've run over two years and spawned two companies," Luftig said. "I really believe this more than any other show I've worked on: Millie will have a life that will go on for years and years. I think Millie will be done at every high school, college and church group. There are roles for everybody."

Luftig said this spring has been difficult for business at many Broadway shows, and the summer sales advance didn't look promising enough to keep the crowd-pleasing show afloat.

"Some weeks have been scary," Luftig admitted. "I am confident they will recoup their entire investment, and then some: There is the licensing — stock and amateur through MTI — plus the tour that is continuing through 2005. A two-year U.K. tour goes out in February 2005. They will share in that."

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The fanciful and slightly bizarre plot has Millie arrive in town with a suitcase, few bucks and a lot of gumption to become "thoroughly modern." In the course of a few days, she rents a room in a hotel for women, gets a job, falls for her boss, encounters her true love, befriends a rich star, and uncovers a white slavery ring.

Stage veteran Harriet Harris found her most recognized role to date in the evil Mrs. Meers, a bitter failed actress who affects the disguise of a mysterious Asian lady and lures young hopeful actresses to their doom. The part was later played by Delta Burke and Dixie Carter. Harris returned to the production to play its final two weeks. She is currently the only original principal in the cast.

The show currently stars Leslie Uggams as Muzzy Van Hossmere, Christian Borle as Jimmy Smith, Kevin Earley as Mr. Trevor Graydon, Jessica Grove as Miss Dorothy Brown, David Rhee as Ching Ho, Peter Kim as Bun Foo and Liz McCartney as Miss Flannery.

The musical is produced by Michael Leavitt, Fox Theatricals and Hal Luftig, in association with Stewart F. Lane, James L. Nederlander, the Independent Presenters Network, Libby Mages/Mari Stuart, Dori Berinstein/Jennifer Manocherian/Dramatic Forces, John York Noble and Whoopi Goldberg.

With the April 12 first preview of Caroline, or Change at the Eugene O'Neill Theatre, Tony nominated Tesori had two Broadway musicals playing.

Within days of exiting Millie June 9, Angela Christian (the original Miss Dorothy) learned she had landed the title role in the London world premiere of Andrew Lloyd Webber's new musical, The Woman in White, to begin this summer.

Anne L. Nathan and Marc Kudisch, Millie's original Miss Flannery and Mr. Trevor Graydon, are now both appearing in Roundabout Theatre Company's Assassins at Studio 54 on Broadway.

Sutton Foster will play Jo in the new Broadway-bound musical version of Little Women come fall.

Luftig will produce a stage musical version of Legally Blonde in coming seasons. A reading is expected in 2005.

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When Sutton Foster took her final bow in Thoroughly Modern Millie Feb. 15 — after two years, one Tony Award and a few bruises due to pratfalls — she left behind a rare thing in theatre: An indelible performance.

Few knew her name before she was announced for the title role in the stage version of the daffy film musical. Only weeks after the April 18, 2002, opening of the show and knocking audiences into the aisles with a belting voice that shook the rafters, she won the 2002 Tony Award for Best Actress in a Musical.

Her prior work included stints in Les Misérables, Grease! and the Broadway revival of Annie, among other shows on tour and in New York. Did anyone suspect the anonymous college-age girl who toured in the chorus of The Will Rogers Follies would land so well?

Internet message boards lit up with the question: Has this generation seen a vocal performance as big and rich and funny as the one Foster gave? People compared her to Carol Burnett — a touching comedienne with pipes.

The casting of Foster almost didn't happen. In 2000, Foster was the role's understudy during a regional test run at the La Jolla Playhouse in California. Just before previews, Erin Dilly, who was cast as Millie, was out sick for several days, so Foster went into tech rehearsals with script in hand.

The show's commercial producers were in town and caught Foster's performance. A change in casting was made – and so was Broadway history.

"Erin and I have such a history together and there's no animosity between us," Foster said days before her Feb. 15 final performance. "I think Erin is brilliant, one of the most talented actresses I know."

Foster, who worked with Dilly when they were child actresses in metro Detroit, explained, "I always say it's sort of like the universe took over and in three days everything changed. On the third day of rehearsals we did a full run through of the show, and I had learned the whole show and was able to do it off-book. I thought, I gotta learn to do it eventually [as the understudy]. Producers were there."

On the fourth day, she was preparing to go back into the ensemble when director Michael Mayer called and said the part was hers if she wanted it. "And I burst into tears and cried for about four hours because I was so confused and I didn't know what had happened," Foster said. "And I was so worried about Erin. I didn't know what to do and how to handle it."

That was 2000. Previews for Broadway didn't begin until 2002. California is a bit of a blur, she admitted.

"It's a very different show," Foster said of Broadway. "We took a year off and the creative team would go away on little sabbaticals and write and work on the show. During that year I was meeting with them, singing new songs and working on new material."

Beyond the belting opportunities she has with such songs as "Not for the Life of Me," "Gimme, Gimme," "Forget About the Boy" and the title number, Foster shows off a distinctly comic side, twisting her long legs into pretzels in her attempt to fit into an office typing pool where she hopes to snag the handsome boss.

Did Millie give her permission to be a comic actress in a way she hadn't been?

"Absolutely," she said, but added, "I kind of grew up as that gawky, tall, skinny, frizzy-hair-and-braces girl. So in our family, growing up, I was very self-deprecating and making jokes. That was my way of dealing with life. [Millie] give s me great room to be funny. I've been able to mine the material and teach myself about comedy and timing and how to make something funny and sincere after 700 performances. Comedy is so hard."

With her dark bobbed-hair wig as Millie (nothing like her silken, lighter real hair), she resembles a young Mary Tyler Moore. And with her penchant for the physical, she recalls Carol Burnett's most athletic sketch comedy.

"I've always been such a fan of the physical comedy," Foster said. "One of the things about Millie that I've enjoyed so much is that I've been able to use my body in a way that I've never used it on stage. When I first started thinking about the character, I looked at a lot of photographs of the time period — the women's posture and stuff. And I started incorporating it. It's been fun to use my legs and my gangliness to its advantage as opposed to letting it be a detriment. It's been like two years of training, in a way."

Foster bills herself as a "quirky ingenue" rather than a character actress. "I think I have to come from a sincere point of view, and then add the quirks to that," she explained.