The Prince and the Pauper, a new pop-flavored musical version of the Mark Twain novel about switched roles in the kingdom of Edward VIII, will spawn a cast album by Nov. 28, coinciding with the Nov. 27 resumption of Off-Broadway performances after a monthlong hiatus.

The musical that opened June 16 (following previews from June 7) at the historic Lamb's Theatre on 44th Street returns for the holidays and beyond after going on hiatus Oct. 21. The new run offers family-friendly early curtains starting at 7:30 PM.

The musical about lookalike boys who trade places between the worlds of royalty and rags, circa 1547, is directed by Ray Roderick, with music and lyrics by Neil Berg, additional lyrics by Bernie Garzia and a book by Garzia and Roderick. During the run of the show, the creators revisited the material and made judicious cuts and reshaped the work, according to a spokesman. The show now runs about 2 hours.

The musical is produced by Carolyn Rossi Copeland, Marian Lerman Jacobs and Leftfield Productions.

Performances are on the mainstage of the landmark theatre and former theatrical private club where Twain regularly wrote and rubbed elbows with fellow authors and theatrical legends, according to the producers. "Set in medieval London, the classic tale musicalizes the story of two lookalike boys — a young protected Prince and a destitute Pauper who dreams of what he could accomplish if only given the chance. Their paths cross and the boys change places in a daring stroke of happenstance and alter the destiny of an entire nation," according to production notes.

The 15-actor company features Dennis Michael Hall (The Full Monty and Measure for Measure) as the Prince and Gerard Canonico (Paper Mill's The King and I) as the Pauper. The company also includes Kathy Brier (Bat Boy The Musical), Brad Little (The Phantom of the Opera), Allison Fischer, Rita Harvey (The Phantom of the Opera), Robert Anthony Jones, Charles Bergell, Sally Wilfert, Jimmy Dieffenbach, Will Erat and Brian Minyard. Other cast will be announced.

The CD from Jay Records features a slightly different cast, seen over the summer. The holiday performances will include free hot cider. The oversized fireplace at the Lamb's will be aglow with yule log.

Tickets are $40-$65. The new peformance schedule is 2 and 7:30 PM Wednesdays; 8 PM Fridays-Saturdays; 2 PM Saturdays; and 3 PM Sundays, with a varied schedule over the holidays. Call ahead for exact holiday schedule. For information, call (212) 239-6200.

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The musical first came to the attention of producer Carolyn Rossi Copeland around 1997 when she was vice president of creative affairs for Madison Square Garden/Radio City Entertainment, which was exploring theatrical properties. As the company pulled away from staging spectaculars, it released the option on the show, but Copeland remembered it. She thought the property, scaled down to an intimate 15-actor staging, would be perfect for the 399-seat Lamb's, where she had produced works for 10 years.

"It feels like the perfect place," Copeland told Playbill On Line, adding that the set designer has used the famous interior architecture of the Lamb's Theatre (all pecan wood paneling) to be part of the scenic design. "It's supporting the show. The architecture of theatre is evident in the set."

The show began in the mind of songwriter Berg, who recalled watching the old Errol Flynn "Prince and the Pauper" picture on TV when he was a kid growing up in Rockland County.

Berg said he spent time trying to change the face of musical theatre, but decided he wanted to write a more traditional story "that I loved, and have known since I was a boy. I remembered it for years, and I wanted to musicalize it."

He began writing The Prince and the Pauper in 1996 when he was working as a musical director at a children's camp. He plunked out the basis of the first draft of the score on a "teeny, tiny piano" at the camp, in between sessions working with kids. Two formative productions (one in Westchester in 1996 and one in Queens in 1997) followed before it went through a major overhaul during the time MSG/Radio City was interested."We made hundreds of changes in that time," Berg said.

John Glaudini has been attached as musical director since 1997. Co-writer Bernie Garzia was invited into the project after Westchester, in late 1996.

Producer Copeland said the score has changed and improved so much over time that an early demo that was made is not even used to promote the show. She bills the work as a book musical with a contemporary pop musical theatre sound, and says the staging at the Lamb's is environmental.

"I loved the story of these two boys, I was really intrigued with creating a musical about the beauty of young characters who change the destiny of the world," Copeland told Playbill On Line.

Director Roderick was associate director for Mike Ockrent on Madison Square Garden's A Christmas Carol, and for Susan Stroman on Broadway's The Music Man, and staged the national tour of The Music Man, based on Stro's work.

Composer-lyricist Neil Berg has written a number of musicals including The Life and Rhymes of Fiona Gander, Asylum In the Night ('95 Bistro Award/Best Musical), False Profits and A Witch's Tale. He comes from a rock 'n' roll background, and used to play and write for the rock band Stone Caravan. He left the band to write shows. Among his credits, he served as musical director and arranger for the all star Chess in Concert event for Broadway Cares/Equity Fights AIDS in the late 1990s.

How faithful to Twain is the show?

"It's pretty faithful, with some artistic license," Berg explained. "We combined two characters into one so we'd have one clear villain and raised the stakes and took the character of the hermit, who comes late in the book, and made him a character throughout." The dresser, an almost non-existent character in the book, has been greatly expanded.

Everyone in the cast doubles in roles except for the Prince and the Pauper. The band is made up of three pieces.

Designers are Dana Kenn (scenic), Sam Fleming (costumes), Eric T. Haugen (lighting) and One Dream Sound (sound).

The Lamb's is at 130 W. 44th Street.

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Another musical version of the tale emerged in 2001, playing Seattle's Fifth Avenue Theatre and St. Paul's Ordway. It starred Marc Kudisch as Miles Hendon. Marc Elliot and Judd Woldin (Raisin) penned the score, Ivan Menchell (The Cemetery Club) wrote the book. The show was also dubbed The Prince and the Pauper. Because the work is in the public domain, meaning rights no longer have to be paid to the author, musical theatre writers have been exploring The Prince and the Pauper for years.