CAROLINE, or CHANGE [Hollywood Records 2061-62436]
Any couple of seasons that brings Broadway such refreshing new scores as Hairspray and Avenue Q are reasons for cheer, especially considering that it's been an awfully long time since there has been a new musical worthy of putting on the shelf with folks like Loesser and Styne. The 2004-2005 season, which began with a bang with those non-Muppets at the Golden, wound up with something entirely different. Caroline, or Change is a serious musical, of the noncategorizable type, and I will readily agree that it is different and difficult. But Jeanine Tesori and Tony Kushner, in forging a new form, have come up with one of the finest scores we've heard on Broadway in many years.

Difficult, in that Caroline, or Change makes you — the audience — work. The first 20 minutes or so are, indeed, puzzling. Some members of the theatre-going audience seem to have given up on the show early on; unfortunate, but understandable. But those first 20 minutes or so are laying the groundwork (or underground work, more literally); everything in this score pays off, with dividends. One might wonder, early on, if these songwriters have any idea what they are doing; I mean, the cardinal rule of musical theatre writing is NO SINGING APPLIANCES.

The answer, which starts to become apparent in Scene Four (at the bus stop), is DO THEY EVER. Tesori and Kushner have stepped out on a limb, so far out that they almost crash down like Hayley Mills in Pollyanna. Or like Marc Blitzstein in Reuben Reuben and Juno, which is more to the point. Caroline goes way past Rodgers and Hammerstein territory. It is the province of the Blitzstein of Regina, the Weill of Lost in the Stars and the Bernstein of Trouble in Tahiti. In some ways, Tesori and Kushner seem even closer to Menotti. They write music and lyrics that go wherever they need it to go, in a hodgepodge of form and style that somehow exactly fits the world they have created.

Caroline, or Change, as you might have heard, tells of a small boy who leaves nickels and quarters in his pockets. The boy's caring-but-over-her head stepmother, in frustration, instructs the maid to keep the change. That is enough to set this Louisiana household, and the America that it represents, into crisis.

Change, in the form of nickels and quarters, is no big deal. But when you're working 14-hour days for $30 per six-day week, which by my reckoning comes to about 40 cents an hour; and when you're a single-mother with four kids who need clothes and shoes and trips to the dentist — a couple of handfuls of change can, indeed, upset the world. Change, of course, has other meanings; the times are changing, with Confederate-hero Johnny Reb statues decapitated and thrown in the swamp and the President, one state over, shot in the street. And change of a different sort is what Caroline needs most and is incapable of.

The key to this score, I think — and the reason that some rational and reasonable theatregoers do not appreciate it — is change, in the first sense of the word. There are songs that come along here and there, yes; but the musical structure of the score is built on hands-ful of change, musical pocket-change. It adds up, I suppose you can say, and pays off grandly; but Tesori and Kushner build their score out of small change in a manner that is new to Broadway.

As impressive as Caroline, or Change is in the theatre, the CD reveals how richly textured the work is. There are any number of beauties and delights that I barely noticed in two viewings of the piece. Director George Wolfe and his colleagues create a magical mood that at times prevents us from concentrating on the words; Wolfe knows when it is more important for us to feel than to absorb, and unlike most of the directors working on Broadway nowadays, he is able to accomplish this.

Caroline, or Change, on stage and disc, is marked by a number of remarkable performances; it seems wrong to single out this one and not that one. I can't overlook the truly staggering Tonya Pinkins, while at the same time I must salute the incredible support she receives from Harrison Chad, Anika Noni Rose, Veanne Cox and the others. The musical department — Linda Twine, Kimberly Grigsby and orchestrators Rick Bassett, Joseph Joubert and Buryl Red — appear to give Ms. Tesori precisely what she intended, enhancing this already impressive, stylistically varied score.

I was one of those people who found Thoroughly Modern Millie to be something less than impressive. A couple of friends whose opinions I highly respect said, "Yes, but that's not what Tesori does. Don't judge her by Millie." I did judge Tesori by Millie, and not unreasonably so. But Caroline, or Change makes it clear that Tesori is the real thing. A remarkable work, this unusual musical, and one that seems to grow with each hearing.

There are people out there who have grown to love the cast recordings of shows like Candide, She Loves Me, Anyone Can Whistle, March of the Falsettos, Floyd Collins. "Oh," those of them who are old enough say, "if only I'd bothered to go see this show when I had the chance!" Caroline, or Change is a show that many, many listeners will grow to love from the CD, so be advised. You might not love Caroline, or Change; some discerning theatregoers and even some critics didn't. But this is a musical that demands attention, at the least. Listening to the CD, again and again, impels me to go back once more to the O'Neill, to spend another three hours underwater in Louisiana.

As for librettist-lyricist Kushner, just let me say that anyone who can come up with a name like "Roosevelt Petrucius Coleslaw" and combine with his composer to write a showstopper of that title that sends the audience soaring into intermission, is okay by me. And I proudly salute the authors for giving us a working-class heroine with a son in Vietnam who doesn't get killed in the second act.

ANKLES AWEIGH [Decca Broadway B0002673]
Ankles Aweigh is something else again. In 1944, lyricist Dan Shapiro and librettists Guy Bolton (Kern & Wodehouse's Princess Theatre collaborator) and Eddie Davis (a fast-talking cabbie) collaborated on a ragtag burlesque-like musical, Follow the Girls, about — well, about a burlesque queen. The show had next to nothing to offer and did so for 882 performances.

Follow the Girls significantly outran such notable musicals as One Touch of Venus, Carmen Jones, Bloomer Girl and On the Town. In fact, it followed the 1943 musical Oklahoma! into the number two slot on the all-time long-running musical list — although it was quickly displaced by the 1945 Carousel, which ran a mere week longer. Follow the Girls was quickly forgotten, other than as a footnote for the inclusion of a "fat-boy" comic called Jackie Gleason.

Ten years later, the above-named trio put their heads together for another, similar girlie show. Composer Sammy Fain, just off Broadway's Flahooley and Hollywood's "Calamity Jane," took on the music assignment (in place of the earlier musical's Phil Charig). The show was cobbled together in the most haphazard way, and looked it.

The results were mighty threadbare, entertainment-wise. The story told not of guys and dolls but gals and gobs. The Kean sisters played the leads; if you stop to ask who were the Kean Sisters, you're not the only one. Jane, the pretty sister, played a Hollywood starlet secretly married to a sailor; Betty, the funny sister, put on a sailor's costume and stowed away, allowing her to sing comedy duets with a couple of supporting bananas. That's as distinguished as things got.

Leading men Sonny Tufts and Myron McCormick decamped on the road, replaced by Mark Dawson (George Abbott's favorite juvenile of the fifties) and Lew Parker. The latter played foil to Betty Kean, who he later married. None other than Jerry Robbins journeyed out of town to try to fix things, without notable success; this is one that isn't on his resume.

Mr. Atkinson in the Times said "Imagine that nothing interesting has developed in the field of musical comedy for the last ten or fifteen years. There you have Ankles Aweigh," while Mr. Kerr in the Tribune opined that "Some of us have been campaigning lately for a return to the old fashioned, slam-bang, gags-and-girls musical comedy. Some of us ought to be shot." Ankles Aweigh was all but laughed out of town. With a closing notice imminent, millionaire showman Anthony Brady Farrell — who owned the Hellinger, and ejected Plain and Fancy for Ankles — bought out the original producers and kept his house filled for five months. (Next tenant: My Fair Lady.)

Even so, the cast album will bring you a smile. Woefully sub-par, yes; but in a fun sort of way. This is no doubt due to the basketful of catchy melodies from Sammy Fain. Poor thing; Broadway had rejected his last musical, the wildly original Flahooley. With Ankles he went lowbrow, receiving the same reaction. On the plus side, he picked up twin Oscars in 1953 and 1955 for "Secret Love" (from Calamity Jane) and the title tune from Love Is a Many-Splendored Thing. The 14 songs on the CD include some perfectly functional comedy material (including a clever list song, "Nothing Can Replace a Man"); a charming-enough ballad ("Nothing At All") and some production numbers that you really have to hear to believe.

The score is given high-octane treatment by Don Walker and his merry band of ghosts. Don contributed "Here's to Dear Old Us" and three of those production numbers. Red Ginzler did a third of the score, including "Nothing at All" and "Headin' for the Bottom Blues" (which is surely one of the very worst musical comedy numbers of the decade). Joe Glover also contributed a couple of numbers, while the most flavorful arrangement ("Kiss Me and Kill Me with Love") comes from Irwin Kostal. This was an over-the-top tango; Walker no doubt assigned it to Irv in recognition of the job he did on "Hernando's Hideaway" a year earlier. "You slay me. . . " the lyric goes, and Kostal uses every delicious trick in the book.

Dance arrangements are by Roger Adams, part of the Pajama Game team (with Walker, Ginzler and Kostal). Don Pippin received his first Broadway credit, for additional dance arrangements. His "Code Dance" is not on the recording, although Walker liked it enough to use it to kick off the lively Overture. Let it also be reported that Ankles Aweigh was apparently the first musical to pay a royalty to the orchestrator. Don Walker received one hundred bucks a week. (Let us add parenthetically that Walker's agent, Harold Hoyt, was the lead producer. Robbins, too, was a Hoyt client at the time.) All in all, Ankles Aweigh is a C-level Fifties musical, but an enjoyably zesty one.

I can't help notice the "FBI Anti-Piracy Warning" emblazoned on the disc itself, in type considerably larger than that of the names of the songwriters. I go through lots of CDs, but this is the first time I've seen such a thing. It's at once reassuring and frightening to know that there's a whole market out there in pirated copies of Ankles Aweigh; there's no accounting for taste, I guess. Although I'd think that the FBI has more on its collective mind, just now, than Ankles Aweigh.

— Steven Suskin, author of the forthcoming "A Must See! Brilliant Broadway Artwork" (Chronicle Books), the "Broadway Yearbook" series, "Show Tunes," and the "Opening Night on Broadway" books. He can be reached by E-mail at [email protected].