As a card-carrying Sondheimite, I've struggled with my Into the Woods ambivalence ever since Bernadette Peters magnificently cutsied her way through the 1987 Broadway original. Working out this dilemma by way of many analyzed dream sequences, I concluded that I needed to face my fairy tales straight up, with simple embellishments - such as a Richard Rodgers' waltz or a Disney bluebird twittering his heart out. Woods' creators Sondheim and bookwriter James Lapine, however, took an entirely different tack.

Their show is partially inspired by Bruno Bettelheim's The Uses of Enchantment, an outing of the Freudian perils that lurk behind every fairy godmother. The authors appropriated the bedtime stories we downed with our Bosco and revamped them for the neurotic palate of Valium connoisseurs, making us think of them as tales that Woody Allen might pass out with Ritalin at a children's party. Putting the grim back in Grimm, Sondheim and Lapine scooped Shrek by a couple of decades through mixing and matching superstars of childhood mythology. Thus, a screwy Cinderella shares the stage with a Mermanesque Little Red Riding Hood and a Mama Rose witch, who is parent to a disobedient Rapunzel. To emphasize the cartoon facade, we have a flagrantly phallic Wolf and a couple of philandering princes out of Mitteleuropa sex comedies. Added to all this is a Lapine-concocted baker and his wife struggling to break a witch's infertility curse.

The musical is so schematically laid out that it leaves you fearing a post-performance quiz. Act One: The fairy tale denizens go into the woods to get their wants, be it a baby prince or a giant's wealth. Act Two: They find that they don't really want what they wanted. They must band together to defeat the angry widow of the giant they inadvertently killed, proving that "No One Is Alone" -- the sole song of the evening that fully wells up into recognizable melody. The rest of the score is akin to freeze-dried Gilbert and Sullivan, with clotted lyrics validating the Forbidden Broadway parody titled Into the Words.

The Great Lakes Theater Festival production is a decided compendium of hits and misses. At the top, we have Marc Moritz, who has always specialized in blending urban neurosis with a smirking arrogance. As the evening's narrator, a knowing variation of a stage manager, he's seen it all and - commencing the proceedings with an ominously deadpan "once-upon-a-time" and later portraying a melancholy old geezer - he assures that the proceedings are in secure hands.

Equally skillful is Maryann Nagel's ruefully vaudevillian mother, whose playful winks register to the back rows of the balcony. Ravishingly evocative of a cross between Gainsborough and Warhol is Laura Perrotta's chilly stepmother of Cinderella. Due tribute also should be paid to the whimsical sexual hubris of brother princes Derrick Cobey and Phil Carroll. While dwelling on the positive, we should note choreographer Martin Cespedes' ability to make the show move with comic grace, Norman Coates' enhancing kaleidoscopic lighting and Charlotte Yetman's costumes, which are far more accurately facetious than the book.

Less positive are the thinned out, tinny orchestration and a general lack of wit, charisma and involving warmth.

Undoubtedly there must be a reason for Woods' continuing popularity. Perhaps audiences can't resist the lure of a singing and dancing alternative to Dr. Phil.

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Into the Woods Through November 8 Great Lakes Theater Festival Hanna Theatre 216.241.6000

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