Musical numbers: "Where's That Rainbow?," "What Do You Want With Money?," "All at Once," "Where or When," "Ev'rything I've Got," "I Need Some Cooling Off, " "Imagine," "Way Out West," "Babes in Arms," "Keys to Heaven," "My Funny Valentine," "Johnny One-Note," "I Wish I Were in Love Again," "Tell Me How to Love," "Dancing Lady," "The Lady Is a Tramp."

Musical numbers: “Where’s That Rainbow?,” “What Do You Want With Money?,” “All at Once,” “Where or When,” “Ev’rything I’ve Got,” “I Need Some Cooling Off, ” “Imagine,” “Way Out West,” “Babes in Arms,” “Keys to Heaven,” “My Funny Valentine,” “Johnny One-Note,” “I Wish I Were in Love Again,” “Tell Me How to Love,” “Dancing Lady,” “The Lady Is a Tramp.”

Garland Wright’s final production as artistic director of the Guthrie is more than just a swan song: It’s a giddy fanfare to the old-fashioned, feel-good musicals of yesteryear, bathed in cheerful sentimentality and decked out in the Technicolor plumage of contemporary hitdom. Indeed, “Babes in Arms” wants to be on Broadway so badly one can almost feel it waving goodbye to the Midwest before the end of the first act.

In the Guthrie version, not much of the original 1937 “Babes” book remains beyond the central premise of a bunch of orphaned kids who decide to put on a show to save an abandoned Broadway theater from the wrecking ball. Wright and his team rewrote the book, dispensing with the absurd plot convolutions of the original, and beefed up the song count by culling the Rodgers and Hart archives for new material, some of which hasn’t been heard in 50 years.

The result is a mixed bag: A show with an anemic, purely functional plot, filled out with lots of appealing but by no means earth-shattering songs — all choreographed with dizzying imagination and energy. Aspiring songwriter Johnny Valentine (James Ludwig) is the story’s hero. Having traveled from Milwaukee during the Depression to find fame and fortune in Manhattan, Johnny gets all the requisite doors slammed in his face and finds himself on the street.

In short order he is rousted by a group of street-savvy kids who, in equally short order, befriend him with the offer of a place to sleep. Johnny immediately becomes smitten with the tomboyish leader of the pack, Bobbie (Erin Dilly). Then , upon hearing that the kids are about to be evicted from their Broadway theater flophouse because the benevolent owner, an ex-vaudevillian, can’t come up with the rent, Johnny inspires the kids to put on a show to raise some money. Except for some gratuitous scheming on the part of the man who owns the building and wants to build a high rise on the property, that’s it for the pared-down storyline.

But at the heart of “Babes in Arms” beats a shameless (albeit infectious) celebration of the imagination and vitality of youth. It is an homage to those magic days of childhood when people don’t yet know what their limits are and are therefore free to exceed them beyond anyone’s wildest expectations. This exuberant, idealistic spirit is captured exceedingly well in such songs as “Where’s That Rainbow?” and “What Do You Want With Money?” Then it’s glorified to the point of hysteria in the gushing excess of “Imagine,” in which every Hollywood screen icon from Greta Garbo to the Gipper is paraded across the stage in a vertiginous frenzy of choreographic one-upmanship.

While he’s at it, Wright can’t resist poking some fun at the Lloyd Webberization of the American musical: At the beginning of “Johnny One-Note,” the backdrop for the song — which, hilariously, has absolutely nothing to do with the song itself — is a staircase full of dancers dressed in Egyptian regalia reminiscent of “Joseph and the Amazing Technicolor Dreamcoat.” Wave after wave of dancers, outfitted in everything from ostrich feathers to flamenco frills, spill down the giant staircase like lava from a volcano.

It is such flourishes — and only such flourishes — that place “Babes in Arms” a cut above the ordinary. The production, with its huge cartoonish backdrops and frenetically busy show numbers, cries out for a larger space (Broadway, anyone?). And much of the story — including the romantic tug-of-war between Johnny and Bobbie — unfolds with an inane, by-the-numbers predictability. The last 10 minutes are especially disappointing, as (in an evident nod to the flawed original) everything is resolved so quickly that one can almost hear book-revisionist Ken LaZebnik ripping out pages in order to end the thing.

Still, ingratiating performances by Ludwig and Dilly inject some humanity into the otherwise two-dimensional cast of characters and help keep the syrupy goodness of the production from becoming too oppressive. Weighing in at more than $ 2 million, “Babes” is the most expensive show the Guthrie has attempted, and it shows. Prepackaged and ready to go, the question now is, will Broadway take it?

Babes in Arms

Production

MINNEAPOLIS A Guthrie Theater presentation of a musical in two acts with music by Richard Rodgers, lyrics by Lorenz Hart and a new book by Ken LaZebnik. Directed by Garland Wright, musical direction by David Bishop, choreography by Liza Gennaro.

Crew

Set, John Arnone; costumes, Susan Hilferty; lighting, Howell Binkley; sound, Stephen L. Bennett; dramaturg, Judy Lebedoff; stage manager, Jefferye A. Alspaugh. Opened, reviewed, Feb. 15, 1996, at the Guthrie; 1,300 seats; $ 50 top. Running time: 3 HOURS, 15 MIN.

With

Cast: James Ludwig (Johnny Valentine), Erin Dilly (Bobbie McGuire), Kevin Cahoon (Gus Fielding), Kristin Chenoweth (Sally Jones), Harold "Stumpy" Cromer (Henry Hunnicut), Andrea Bianchi (Baby Lou), Marshall L. Davis Jr. (Pocket), Alissa Kramer (Molly), Heidi Kramer (Millie), Tif Luckenbill (Bo), Eric Millegan (Doc), Kiki Moritsugu (Linka), David Norona (Kiki), Max Perlman (Pinky), Thom Christopher Warren (Peter), John Paul Gamoke (Harry), Wayne Meledandri (Francois), Jay Hornbacher (Frederick Morgan), Laura Kirkeby (Tess), Devin Malone (Josh), Pamela McMoore (Posy), Kevin Redmon (P.J.), Ellyn A. Wright (Violet), etc.

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