Book by Michael Stewart
Music & Lyrics by Bob Merrill
adapted from the film, Lili


Opened at the Imperial Theatre    April 12, 1961    719 performances
Original Director: Gower Campion
Original Choreographer: Gower Champion
Original Producer: David Merrick
Original Leads: Paul: Jerry Orbach    Lili: Anna Maria Albergetti    Rosalie: Kaye Ballard    Marco: James Mitchell
Cast Size:  Male: 6    Female: 2    Ensemble: 20 plus    Total Cast Size: 28 plus
Orchestra: 20, and an alternate for 14.
Published Script: DBS Publications. (Long out of print.)
Production Rights: Tams Witmark
Recordings: The original Broadway is fine.
Film: None
Other shows by the authors: Merrill: New Girl In Town, Funny Girl (and the fine score for Mr. Magoo’s Christmas Carol – I’m not kidding, it’s a fine score.) Stewart: Bye Bye Birdie, Hello Dolly, George M, Mack & Mabel, I Love My Wife, Barnum, 42nd Street
Awards: 6 Tony nominations, 1 win for Best Actress in a Musical, Albergetti.


Colleges, Universities, large Dinner Theaters and larger Little Theaters, regional houses.

Be Warned:

Carnival is a peculiar show, and needs to be handled with great sensitivity and professionalism to work. So only companies with a fair amount of experience doing Musicals, and some success at it, should give it a try.

The story of a young innocent girl being basically pulled at by two older men may offend some audiences.


ACT ONE: An empty meadow, before dawn. A man walks on, concertina in hand, and he starts to play. Schlegel, the carnival owner, looks over the meadow as his roustabouts start setting up the tents. Other members of the carnival enter with trunks, etc. The main tent goes up, and it’s time for the parade that promotes the carnival to the locals. On cue, Rosalie starts the parade, promoting that the carnival is here, “Direct From Vienna”. Rosalie spots the magician, Marco, who tries to cozy up to her. But she’s furious with him because he had an affair with the Hungarian snake dancer. Rosalie heads off to the post office, where letters await her from Zurich, Switzerland…(a mystery).

Enter Lili, an innocent, still in her teen years, looking for a Mr. Rodet, a friend of her father’s who she says works for the carnival. She is there for a job Rodet promised her – but Rodet has died. As her father has died as well, she has nowhere to go. She explains her plight to Grobert, the man who now has Rodet’s job, selling souvenirs. He says he will give some thought to hiring her. She wants to prove she can do the job in this very nice place, for “A Very Nice Man”. She is in awe of everything she sees.

But Grobert is interested in Lili for the wrong reason, as he invites her into his wagon. They go inside, as she has no idea. Marco the Magnificent enters, calling to Grobert, but stops when he hears Lili’s voice inside, begging Grobert to let her go. She tumbles out, frightened, and Grobert immediately tells her top leave. Marco knows, obviously, what the man has tried to do, as Grobert retreats into the wagon to fetch Lili’s things. Marco consoles her with a magic trick. Lili starts out, but changes her mind and follows Marco.

The puppet booth. We see puppets, a show. Carrot Top, a red-headed puppet, sings “Fairyland”. It’s horrible, and Schlegel tells him so. The puppeteer, Paul, makes fun of the owner, as if the job meant nothing to him. Paul’s assistant, Jacquot, hurries out from behind the puppet stage to apologize. Schlegel is furious – he took Paul in because he was a war hero and a great dancer who lost his leg in the war. But the act is terrible. Paul remains disdainful, and start to take down the puppet stage. Jacquot is deeply concerned for how they will survive. But Paul declares “I’ve Got To Find A Reason”, a place in the world that will make him useful and worthwhile again. Jacquot points out that the puppets could be Paul’s reason, but they’re not enough for Paul.

Then Paul bumps into Lili, and wants to know what she’s doing there. She’s looking for Marco. Paul is in disgusted awe – how does the magician do it, and in every town? Jacquot suggests she should return home, but as she explains, she came from the distant town of “Mira”, and there is no going back. Paul suggests she find a way to go home, obviously troubled by her naivete. The parade returns, exhausted. (Funny bit.) Marco sees Lili is still here, and rightly assumes it’s for him. But Paul intervenes (to Marco’s surprise), though he intends to be gone by nightfall. Still, Marco circles Lili, offering her lunch in his wagon, since Rosalie is at the post office. The magician seduces her by speaking bad Spanish, and proclaiming himself a relic of a long lamented age, with “A Sword And A Rose And A Cape”. The roustabouts invite themselves to lunch with the man and girl, saving her from a fate worse than, well..

The Carnival Grounds. Greta, a little girl, sits eating a lollipop and Rosalie enters looking for Marco. The girl does not (can not?) speak, but answers Rosalie’s suspicious questions with nods Rosalie can soon anticipate. Schlegel gently intercepts Rosalie. She has a proposal in her hand, via the mail, from Dr. W.G. Glass of Zurich. He’s proposed that way every week for three years, but she was waiting for Marco to change. He has not, and she knows now that no matter how old he gets, Marco will come home “Humming”, the proof he’s had an affair. (Kaye Ballard is wonderful in the original cast album.) Marco steps in to ask Schlegel to hire Lili. Rosalie is instantly jealous, and makes plans to go to Zurich.

The Carnival area. Schlegel explains to Lili the lowly conditions at which she’ll be starting work for him. She has a job! (“Yes, My Heart”) Jacquot informs Paul that Lili has been hired by the carnival. Paul is convinced Lili is a tramp, but Jacquot does not believe it. He tells Paul he hasn’t packed, and isn’t going. He’s been with the circus his whole life. He remembers when the carnival was grand – though Paul brutally lets him know it will never be that way again. Jacquot believes it would only take one great act. And he wonders if Paul believes it will be better for him somewhere else, that he’ll ever be the great dancer again. Alone, Paul glares at Carrot Top, and asks the puppet why “Everybody Like You”, when nobody likes the puppeteer behind him.

Inside the main tent. The show is on, with jugglers, hawkers announcing their wares. Schlegel introduces the magic act, with Marco and his assistant, Rosalie. (“Magic, Magic”) Lili is thrilled watching Marco, and ruins the act with her naivete, to the man’s disgust. Furiously, Schlegel fires Lili, and quickly brings on the next act, the Four Bluebird Girls. (“Tanz Mit Mir”)

The Carnival area, later. Lili is alone and contemplates suicide on the High Ladder, when a voice calls her name. It is Carrot Top. He talks her off the ladder and over to the puppet booth. (Obviously it’s Paul, but we never see him.) Carrot Top enchants her, commiserating with her misery, and she shows him her father’s watch, all she has left of him. They are “interrupted” by another puppet, Horrible Henry. He’s a walrus, and when Lili touches his tusk, he faints from the thrill. Another puppet steps into the discussion, Renardo the fox. He’s a womanizer. Yet another puppet, Marguerite, jealously intrudes. Lili starts talking to the puppets as if they were real. Renardo and Marguerite are cruel to Henry, and Lili consoles him. She sings to cheer him up, “Love Makes The World Go ‘Round”. The puppets ask her what Lili wants, and tell her they care about her. (Finally, in Paul’s own voice.) Marco watches, and Lili can’t help approaching the man. In his own voice, Paul orders Jacquot quickly to find a place for Lili to sleep – she’s working with them, now. But the magician shrugs and informs “Carrot Top” that the girl loves him.

ACT TWO: Jacquot teaches Lili the puppet show. She is nervous as it starts with Marguerite and Renardo singing “Yum Ticky”. As part of the show, now, Marguerite teaches Lili how to properly use a fan. Schelgel is stunned at the success of the puppet show, all of a sudden, and moves their wagon to the center of the midway, Another song with Lili and her puppet friends, “The Rich”, is performed. The act grows more poopular, and Rosalie is surprised – the girl is just talking to puppets. Lili sings “Love Makes The World Go ‘Round”, and the act continues. In the act, they’ve made real money for the first time (as is true in “real life”). Lili decides they should do something silly with it, like buy “Beautiful Candy” too pretty to eat.

The crowds grow, singing with Lili and the puppets. They are a hit. Schlegel moves them to the main tent. Jacquot is convinced they’re on their way to great success. Thrilled, Jacquot dances with Lili…but then she remembers that it’s time for Marco’s act. Paul’s smile vanishes. Jacquot sends her on her way, and tells the furious Paul that Lili is not running to Marco, but away from Paul. Paul lets his friend have it. Alone, he complains that everywhere,. He sees “Her Face”. He speaks to Jacquot, and they make up, dreaming of changes to the act. Jacquot dreams of Paris, and the big time, “The Grand Imperial Cirque De Paris”.

Next morning, the trailer camp. A man in an overcoat arrives, looking for the incomparable Rosalie. It is Dr. Glass. Marco intercepts the man, who turns out to be a veterinarian. And he’s brought some of his patients – a chicken, a rabbit, in a bag. Marco happily awakens Rosalie to introduce her to her fiance and his menagerie. She’s about to turn him down when she discovers Glass in quite rich, with family money. She asks Glass to wait in his Rolls while she prepares to leave, and then tells Marco to go ahead and let her have it. To her surprise, he claims he wishes her luck. He wanted a younger partner, anyway…Lili. Rosalie is appalled, Lili is working with Paul. Rosalie departs for the Rolls, furious.

Marco approaches Lili with the happy news that she can now be in his act. When she points out she already has a job, he denigrates it, and Rosalie, and everyone. When he starts calling her endearments, she’s enchanted. That’s when Paul steps in. He tells Marco to leave, planning on completing his sales job later. Angrily, he rehearses with Lili. He corrects her over and over. In a blind rage, he finally loses it, accusing her of what is obvious, that she’s eager to run to Marco. She tries to interrupt him, but can’t. She hides her face in her hands to hide her tears, but he tears her hands away, and she is terrified. He grabs and kisses her. They stare at each other in horror. Lili runs from him, declaring “I Hate Him”. But again, all he can see is “Her Face”.

At the Carnival. Now, the Grand Imperial Cirque De Paris! One of the “Siamese twins” (not really) asks Marco if she’d like her sister for a partner. But Rosalie enters, in costume. She’s been paid off by Glass’s father – who own every major hotel in Europe – to leave her husband. The pay – a contract for her “act” to play any of his hotels. She will hold on to the contract as they make their way to Rome, though they each swear (through clenched teeth) that it was “Always, Always You”, even as they practice their sword act…, during which he manages to fish the contract from her bodice. He asks her to pack for them, and promises to meet her right after the show. Alone, Rosalie sings of her distrust and love for Marco, as Lili walks in looking for him. Rosalie clearly stakes her claim.

Lili panics – he’s leaving, and she tells Jacquot. He suggests she go where she really belongs – home. Paul has torn down the puppet booth. Lili confronts Marco, and tells him she heard he’s leaving. He asks her to give him a few days to get rid of Rosalie. Marco advises Lili to go with the Carnival to Dijon, where he’ll meet her. But Paul shows, and tells Marco Lili will not be going with him. The men fight, Paul throws Marco to the ground. Marco leaves, promising to meet Lili Monday in Dijon.

The crowd boos when Paul’s act doesn’t go on. He is again cynical about her “relationship” with Marco, and she cries out that she hates Paul. He almost strikes her, but freezes, and she runs off. He admits to himself “She’s My Love”.  Jacquot confronts Paul and asks what happened. Paul says he rescued her, she’s just a child. Jacquot says she’s not a child anymore, since Paul taught her cruelty.

Rosalie enters with cases, followed by Marco. Marco sees Lili in the shadows. She tells him she will not be in Dijon, she’s leaving the Carnival. She feels she’s been living a little girl’s dream, and now, it’s time to grow up. Marco kisses her hand and departs. The Carnival has been stripped down and exited, all that remains is the broken puppet booth and Lili. She picks up her suitcase. But Carrot Top calls to her. He asks why she’s going without saying goodbye. Henry also shows up, with a gift for her. He’s traded away his lie for a coat for her. She is stunned, and as always, believes. (?…?) But holding the puppets close, she becomes aware there are hands in them. (?…?) And that it’s Paul speaking through them. (?really?) Paul admits he is all the puppets, they are each a part of him. He angrily tosses Carrot Top, but she lovingly retrieves him, and places her hand inside the sleeve. She and Paul embrace. He picks up her suitcase.


“Direct From Vienna”, “A Very Nice Man”, “Fairyland”, “I’ve Got To Find A Reason”, “Mira”, “With A Sword and a Rose and a Cape”, “Humming”, “Yes, My Heart”, “Everybody Likes You”, “Magic, Magic”, “Tanz Mit Mir”, “Love Makes The World Go ‘Round”, “Yum Ticky”, “The Rich”, “Beautiful Candy”, “Her Face”, “Grand Imperial Cirque de Paris”, “I Hate Him”, “Always, Always You”, “She’s My Love”

Hits include “Love Makes The World Go ‘Round”


As always, feel free to ignore or skip my opinions and rating. But if you do, the circus that follows may not be much of a carnival.

This is a very interesting show. It has an enormous problem at the center of it. How can any adult human being be as gullible as Lili? It’s not possible, right? One starts to wonder seriously if the character isn’t mentally disabled in some way. She is certainly emotionally crippled. It’s easy to shrug and leave it all to grief, she’s suddenly become an orphan. But, um, she believes the puppets are, what, real? And is shocked to feel Paul’s hands inside them at the end of the show? Either hers is denial of epic proportion, or she has a serious deficiency of common sense.

So, is she an adult? Of course! And an appealing one, as two men fight over her favors. If she is too young to provide those favors, than the piece is even grimmer than I am painting it, because then both Paul and Marco are, well, pedophiles of some sort. And they are both father figures for Lili. And Dr. Freud is off somewhere, chuckling. And audiences are walking out of the theater mid Act I.

I know, I know! It’s a Musical! For heaven sake, don’t you think I know that?! Musicals can be many things, including plain, downright dumb or silly. But prurient doesn’t mate so well with singing and dancing, unless your goal is dire irony, as in the Brecht/Weill shows. I doubt that is what Messrs. Stewart and Merrill, Champion and Merrick, all profoundly successful and experienced at the Musical Theater thing, had in mind. And part of the problem here is that the show does many other things rather well, for a Musical. The songs are memorable, in many cases. There are strong scenes, and very funny scenes. Some of the lines make me laugh out loud each time I read them. Rosalie is a hoot, a really good Musical Comedy role. The show has a very interesting inherent staging that is instantly theatrical and fresh. Yup, lots of good stuff.

And at the center of all that good stuff, a one-legged puppeteer and a master seducer magician fight over a completely stunted, arguably mentally backwards young lady who still believes in imaginary friends. And then suddenly, at the end of the play, she decides that she must grow up and that all of this must stop…? Bizarre.

Was Lili kidding all along? Fooling these two men and everyone else to get a job? Perhaps Lili should be played as the ultimate survivor, a user of great ability who is all-too aware of her appeal to men, and who is desperate to get a rood over her shoulder. Perhaps it’s all a game she plays until she finds herself genuinely in love with the very strange and bitter man, Paul, the former dancer turned puppeteer. While Marco plays Lili, she is wide-eyed and innocent, and playing him. Small moments throughout the play would clue us in. I truly believe this approach, cynical though it may be, should be considered. Lili is putting on a circus inside of a circus, it does fit. The love songs and the hate songs she sings would be for the benefit of others who would overhear her, and she’d see to it that they did. It is Lili who would be the master manipulator. Even her attempted suicide would be staged for Paul’s benefit, and she would secretly smile when Carrot Top calls her over.

I know. I’m a bad, bad person. How could I come up with such a deconstructionist view of this show that is so sad, so pessimistic? I don’t know, ask my mother. I’m just looking at a show that I generally like, and that has a huge problem at the center, and trying to make it all make sense and work for a modern audience without a serious rewrite, which it may, in the end, require. That is always the thrust of these notes, on this site. Make it work now. If audiences in the early 60s could accept a character of such mind-boggling naivete, well, so be it. Not a prayer, today. We all have TV and video games and the Internet now, times have changed. An approach must be found to either minimize her painful stupidity about men and the world, or explain it. I have provided what I believe might explain it, and rejuvenate this show.

That said, I love the Carnival setting. Gower Champion, a great Director/Choreographer, used this show as his first on Broadway, and it established him. He used (rather famously) a turntable to move the sets around, so the whole show felt like it was taking place on a Merry-Go-Round, to some extent. I don’t believe that you need to take this approach, or that it is affordable today. But I am intrigued by it. The show has a lot of clever moments, good roles, some fine songs, though some of the score is emotionally overwrought, and Paul is fairly one-note in what he sings about. (You may consider cutting one of his many songs about how everyone hates him, but he loves Lili, but everyone hates him, but he loves Lili… It would be a good thing if the man didn’t spill his guts at every turn, and remained a bit of a mystery.)

Lili was not the greatest movie ever made, and it suffers from the same problems the Musical does. This is not the greatest Musical, nor is it in the top 50. But it is a fine piece of work, overall, with a bit too much score, and a problem. These can be solved.

By the way, you may wish to bring in a magic consultant for the Marco acts, especially the sword act used in “Always Always You”.

MY RATING: * (A better-than-average and interesting show, right for many groups.)




The score is an emotional roller-coaster. Songs swing from grim self-abnegation to puppets buying candy. The score needs energy and commitment on the part of all concerned to work well. And some of the darker stuff might be removed. Just saying. It is a complex score in some ways, rhythms moving unpredictably in many of the melodies. I think your Musical Director will need o be a fine musician who plays well. No job for a novice.

Lili – Soprano, fairly legit, with golden and clear high notes, and a pleasant mid-register with some strength.

Paul – Baritone, very emotional while singing. A strong, clear and flexible voice, able to create puppet voices filled with character and personality, that sing in character.

Rosalie – Mezzo, a large, almost legit, well-controlled instrument at the disposal of a fine comedienne who knows how to chew on a lyric.

Marco The Magnificent – Lyric baritone, should sing with personality and energy, does not need a great voice.

Jacquot – A lyric baritone, sings in character.

Schlegel – Baritone, character-driven voice.

Dr. Glass – Non-singing role. Could double in ensemble.

The Zuwicki Sisters – (Gladys and Gloria) Should sing, perhaps opposite parts.

Grobert – Non-singing role. (Should sing with ensemble.)

Ensemble – All must sing, harmonize well.


There are certainly numbers in this show that require movement. And there is some dance. But strangely, for Gower Champion’s first directorial assignment, this is not much of a dance show.

That said, there are numbers a Choreographer will be involved in staging. These come in two forms – numbers initiating with the story, and “on-stage” numbers, being performed as a part of the Carnival. These should feel different from each other. The “backstage” story should feel more real, for the most part. The performance pieces, more choreographed.

Numbers the Choreographer will be staging will likely include “Direct From Vienna”, “With A Sword and a Rose and a Cape”, “Yes, My Heart”, “Magic, Magic”, “Tanz Mit Mir”,“Yum Ticky”, “The Rich”, “Beautiful Candy”, and “Grand Imperial Cirque de Paris”, and maybe “Always Always You”.

“Direct From Vienna” is the point,, right at the top of the show, where the “on-stage” and “off-stage” meet, and the world of the Carnival, a dream-like combination of these two energies, exists. Schlegel exhorts his performers to greater effort “off”, and they perform a parade for the rubes “on”. Make sure these two feel separate, and the number almost schizophrenic. When they “perform”, perhaps they high step, lights rise, spot lights parade through the audience. When it’s “off stage”, this all reverts to a sort of norm. The number is meant to feel like a parade, of the sort this troupe has done many, many times, and hates doing. It is exhausting. The set up, tear down, and parade may be the hardest parts of their jobs. That’s why Schlegel must get them animated. The contrast in this number between “on” and “off” should be comic, and telling at the same time.

“With A Sword…” is a back-stage number that feels like an on-stage number. And the explanation is that Marco The Magnificent is never “off.” In this way, this number can be a key to the man’s, um, character. Everything is a show for him. When the roustabouts get involved, it is to lampoon the man, as we see clearly by how the number ends. The piece should have a quasi-Spanish feel, flamenco-oriented, but with tango and anything else Marco invents that reeks of “Spanish” is his mind.

“Yes, My Heart” appears to be a celebration of love. It is interesting that the company sings behind her. I like my approach to Lili’s character, described above, here. She is doing this as her own performance, for the Carny people, part of her con. It can be warm, lovely, bright. But there should be just a hint that she’s aware others are listening. It is part of how she secures her place in the carny, and convinces others of her naivete. So, others should be listening, and she should be aware. If you don’t go by this approach, then Lili in an innocent, and in love, and the world is celebrating with her that “he’s wonderful”, and “this is her chance.” Right.

“Magic, Magic”, and “Tanz Mit Mir” are show tunes, sung “on”, as p[art of the main show. They each are specialty acts, as was the case in a Carnival. Research their specialties before staging these numbers.

“Yum Ticky”, “The Rich”, “Beautiful Candy” are all sung by Lili and the puppets. Their exchanges are lively, human, sweet and funny. But not choreographed, most likely. That said, the puppets do “dance” of a sort, and you may be asked to look ion on these numbers.

“Grand Imperial…” is a celebration of “the big time”, centered on a little man who was there and who remembers. It is filled with hope, ambition, it is a dream. But it’s a dream that is possible, and which has substance. It is a full company, full-throated celebration of their life style, and where it can take them if all goes well. It is also a kind of prayer to the circus Gods that be, uttered to the heavens. Make this piece an almost religious and ecstatic experience for the company and audience. They imagine themselves there, performing their acts in the biggest and the best environment.

“Always Always You” takes place as a sword magic act is being rehearsed. It results in his holding the contract in is hot hand. This is the 11:00 number, intended to get laughs and wake the audience up before the end of the show. (By this time, we probably hate Marco so much, the laughs need to be generated through Rosalie.) You should work with someone who understands magic tricks.


Lili – Late teens-twenties to play 16-18 or so. A seeming innocent, naive beyond imagining if it’s true. A beautiful, appealing young lady, charismatic, able to play with comic vitality with the puppets. I would argue she plays with the same vitality and cleverness with men. Cast for voice, type, acting, some movement, in that order. A star role, and the voice must be legit.

Paul – Late 20s-40s. Bitter, dark, angry at the world. But a great artist, with vitality and a quick and unique improvisatory ability, hides within. Able to do comic voices for the puppets. Able to work puppets. Feels things very deeply and powerfully. Cast for acting, voice, type, puppets.

Rosalie – 30s-40s. A woman who has been around the block. Dry wit, very funny comedienne with a huge and effective vocal instrument. Kind of bubbly and sexy, to be believable as Marco’s assistant. Cast for type, acting, voice, some movement. Could be a star role.

Marco The Magnificent – 30s-40s, a womanizer par excellent. A complete phony who never stops playing people. Probably a decent magician. Handsome, women fall for him all the time. Cast for type, dance, acting, voice, magic in that order. The magic can be learned.

Jacquot – I’d play him older, he remembers the big time. Say 40s-50s. A quiet, solitary man who is not uncreative, and who has dreams. Sweet, loving in his way, reticent. Cast for acting, voice, type, some dance.

Schlegel – 40s-50s, a character role for a funny actor capable of playing bemused self-deprecation well. Cast for type, acting, some voice, some movement.

Dr. Glass – Anywhere from 30-60. A career bachelor, a loser, painfully shy, who never knows when to give up. Cast for acting, type.

The Zuwicki Sisters – (Gladys and Gloria) “Twins”. (Of the Siamese type, but not really, it’s all for show.) Cute, bubbly, attractive, but dry and a bit edgy. Cast for type (look-alikes), acting, voice, some movement.

Grobert – 30s-50s, a mean-hearted, balding, unappealing man always looking for his next opportunity. Unlikeable, direct. Cast for acting, type.

Ensemble – Carny folk, all either in acts or roustabouts. The roustabouts are strong, active men of various ages, and some of these would notice the appealing Lili and take interest. Cast for voices, movement, types, acting. Don’t forget the strong man!


In general, Design is more important to this show than most. It has to be creative and effective, presenting the world of the Carnival with panache and color.

Of course, such Carnivals were real. They actually existed.

Theirs is a world of flash, color, images intended to arrest the attention. You’ll want to look at a lot of examples of their idea of design and art, for ideas.

The show opens in an empty field, which can be represented by a few trees, perhaps, and a blue sky background (cyc, whatever). Perhaps the sound of morning birds. The Carnival wagons roll on (pulled by roustabouts), the “tent” goes up, which should be the backdrop for all the action, perhaps stage-wide, and “open” so we see into it, as if looking at the center ring.

To one side, you’ll need to establish the “camp”, the wagons that should be open as they are set in place – in other words, they look like wagons, but as they are turned, on wall is missing and the audience can see inside.

The other side can have the all-important puppet theater, and the ladder Lili climbs.

This should work for the entire show, rather than revolving the set for each scene.  Plan on your on-stage “roustabouts” to move and strike everything as a part of the action.   This show, as is true of many shows, will work best on a unit set. Just make it bright, colorful, theatrical, as fun and as detailed as possible. Requires an experienced designer.


Only Lili should be dressed as a “civilian.” The rest are Carny folk, dressed colorfully, in a manner intended to entrance the eye.

You may well be able to rent much of this at a costume shop. You may also need to build some of the costumes. Keep everything French! And remember that Schlegel’s Carnival has hit hard times. Costumes can (and should) be distressed, showing off bits of wear. Theatrical egos have hidden what could be hidden. These are people who take pride in a resplendent appearance, and do what they can to create the illusion.

There are specialized costumed as well. The string man, the magician and his assistant, those Siamese twins artificially joined by their costume! (You’ll be building that one.)

Paul is dressed almost entirely in black, as is Jacquot. Lili is dressed in a shapely skirt and blouse, perhaps a bit rustic for the period, but appealing. And remember that everyone but Paul dances, and Lili sings a lot. Allow for that in the costuming.

No job for a beginner!


Many. All the magician equipment. All the acts and their equipment. Lili’s simple bag. Juggling balls and other Carny stuff.

And the PUPPETS! They are hand-held puppets, the type with sleeves that the puppeteer places his hand up to manipulate the mouth, and perhaps other features, almost Muppets. To build such things requires some experience and expertise, and takes time. You may elect to work with an experienced puppeteer. I would.

Here are samples of the puppets, the first designed by Michael Baroto.

Here’s the great Jerry Orbach, the original Paul on Broadway.

And the original Lili, Anna Maria Albergetti.

And from Lili, he ’53 movie, with Leslie Caron.

This is not job for a newbie! You’ll need a creative, clever, industrious Prop master who starts the job early. The actors will need the puppets done to rehearse with, they will need to be built before rehearsals start.


The lighting will need to be flexible and rich. “On-stage” acts should feel “on-stage”, spot-lit and isolated. “Off-stage” numbers and scenes should seem more natural. But most of the moods take place “off-stage”, of course, and these must be accented and helped along. A fun show to light for a Lighting Designer with experience and lots of instruments to work with.


Carny acts dress up in glitter, heavy make-up for stage. Almost everyone who performs for the Carny should be creatively made-up. Roustabouts are rugged and dirty. Only Lili should seem pristine and virginal. An experienced Make-Up Designer is needed.

KEY PERSONNEL (The ones you MUST get right.):

Director, Musical Director, Choreographer, Set Designer, Costume Designer, Prop Master, Lighting Designer, Make-Up Designer, Lili, Paul, Rosalie.

As you can tell, I am somewhat ambivalent about this show. There is enough that I like about it that I give it a star, and placed it on this site. I believe it’s worth doing, worth salvaging from the scrapheap of forgotten theatrical history. But the show unquestionably needs some fixing. A lot can be done directorially, as I described above. I do believe some score should be cut, but not much, and mostly Paul’s unfortunate belly aching.

But, hey, this could be a very fun show to do! Especially approached as I described.