For "Millie," Scanlan and Tesori returned to La Jolla from what they call Dick and Jeanine's Excellent Adventure to fold in fresh material before the show closed in November 2000. If you saw "Millie" during the last week of its Playhouse run, there was a new, sharply funny villain ("Frasier" regular Harriet Harris), a new conception of her character, and a new song that revealed it.

Scanlan and Tesori still felt the script was "a little anemic, a little devoid of fat and cartilage with just a little too much bone," so the rewrites continued during the 18 months before "Millie" opened in April at the Marquis Theatre on Broadway.

The "Thoroughly Modern Millie" that copped 11 Tony nominations (and 6 awards last night) in New York is a different show from the one that premiered at the Playhouse. The fabric of the Broadway "Millie" has a tighter, more colorful weave with no holes in the first act. But though it's stronger, it's also more synthetic.

On Broadway, Millie is recognizably the same gal who wowed La Jolla – the remarkable Sutton Foster playing an ambitious Midwesterner new to New York, hungry to reinvent herself and find a man. But Foster's Broadway Millie arrives from Kansas less sweet and vulnerable than she did in La Jolla.

During her new opening song, "Not for the Life of Me," she tears up her return ticket home and shows a don't-look-back moxie that powers the rest of the evening. She wears different costumes and colors than she did in La Jolla. She also sings seven (of 16) different songs.

Although Scanlan had been working with the "Millie" concept for seven years and Tesori for three before the La Jolla tryout, they really knew what they wanted when they wrote the show's best song "Gimme, Gimme" after they found their Millie in Foster. The long-legged, sure-voiced 26-year-old had been the understudy to the higher-profile Erin Dilly. Four weeks into La Jolla rehearsals, director Michael Mayer asked Foster to step into the leading role.

On an old piano out in the Playhouse lobby, a tired Tesori and Scanlan wrote the blues-tinged 11 o'clock number "Gimme, Gimme" just for her. Completing each other's sentences over soup and sodas in a 45th Street coffee shop nicknamed the Polish Tea Room, they reminisce.

"What 'Gimme, Gimme' taught us and what we were so excited about when we saw it in La Jolla was what a powerful way it was to end a musical," says Scanlan. "Even though (the song) is not the end of the play in terms of plot, it is in terms of Millie's journey. It resolves Millie's dilemma – does she go with her heart or with her head. What it told me was that it was a wonderful ending and that the beginning and the middle aren't as powerful or inventive as the end."

Playing doctor
Musicals aren't the only stage shows that get massaged and changed in front of audiences. Plays do, too. Those who saw Edward Albee's "The Goat" during Broadway previews in March experienced a significantly different ending from the startling surprise that greeted opening-night audiences.

Globe Theatres' artistic director Jack O'Brien compares doctoring a play and revising a musical to the difference between training a tiger and training an elephant: "A tiger is quick and will kill you, but it can only do three tricks. An elephant takes a lot of time and a committee just to get it to move into the ring. Musicals are just so huge."

In the case of Neil Simon's play "Rumors," which had its pre-Broadway Globe premiere in 1988, the playwright "threw out the entire second act," O'Brien recalls – after the cast did a first reading. "With 'The Cocktail Hour,' (playwright) Pete Gurney and I labored four weeks and even through previews in New York to get three paragraphs distilled. With Neil it was a sheaf of new laughs he brought in. With Pete, it meant fixing a small structural flaw."

With musicals, O'Brien says, "You have absolutely no idea what you've got until your audience sits down there, so we tend to extend the preview period and make changes before we let the press in to review."

At Seattle's Fifth Avenue Theatre, where O'Brien's latest project "Hairspray" opens June 15, he says, "We're learning in previews if a number is too long, or if there are too many endings, or if there's a better setup for the song. The show is changing hourly at the moment. We're hurling things at it and having the most wonderful time."

Tesori, who must not only create tunes but transcribe, arrange and supervise orchestrating them, says, "When you write a play, you don't decide what key you're doing the prologue in. That's one of the thousands of variables. . . . That's why musicals are so difficult to make (into) a well-oiled machine. There's just so much that can go wrong."

First the budget
For Tesori and Scanlan, the "Millie" revisions that started on the West Coast began again the day after Christmas 2000 in New York.

First came the budget. Lead producers Michael Leavitt, Fox Theatricals and Hal Luftig "have a very levelheaded general manager whose hallmark is her incredibly clear-eyed sense. She looked at the size of the show in La Jolla (which cost around $2 million) and said, 'OK, what do you want to do?' "

The creators and director Mayer sought a bigger cast, a bigger set with the flexibility to show interiors, and accurate period details. And the manager told them "this is the range you're talking about – $10 million."

Then came the writing. By February 2001, Scanlan and Tesori were back at it, joined by director Mayer, "who never hovered," they say (hovering meaning interfering), though "he did check in every week." Scanlan and Tesori, meanwhile, talked to each other "11 or 12 times a day."

Eventually they asked for a near-Broadway studio and a keyboard. "We blocked four weeks out in the fall to meet five days a week all day. We started at the top of the show and worked line-by-line all the way through," says Tesori. Despite the intense labor, she and Scanlan had no trouble letting go of songs that didn't work. In all, they estimate they've written 40 songs for "Millie" with a dozen of theirs joining three from the 1967 film source, plus a Gilbert & Sullivan patter song on the final list.

"People are so surprised that we don't hang on, but if it doesn't work, it's no friend of ours. Kill it," says Tesori. "Put it in a pile and then if you need it again, it's always there."

Just having the show on its dancing feet, Scanlan and Tesori professed relief mixed with sadness. Tesori compares the launch to sending a kid to college. "I'm done, but I'm not done. It's painful and fantastic at the same time. I'm missing it – and so actually Dick and I started something else the next day – a little something for Disney."