How do you take a somewhat stuffy British revue of Stephen Sondheim
shows - Follies, A Little Night Music, Company and West Side Story,
to name a few - and transform it into a musical production that will
appeal to college students?

That was the challenge facing visiting professor Dennis Cornell as he
sought to bring Side by Side by Sondheim to the Bing Theater.
Sondheim was originally a sophisticated retrospective of the great
lyricist/composer's first six shows, conceived by three British
entertainers and intended for small cabarets or dinner theaters. The
play, written by Ned Sherrin in 1978, was outdated, and many of the
jokes were inappropriate for USC students.

"This was originally done with three people in tuxedos and evening
dresses, sung around a piano - it was a cocktail evening," Cornell
said. He solved the out-of-date problem by expanding the cast to 11
players, adding production and dance numbers, and "turning it into a
younger, more energetic, collegiate evening, where people are going
to have a lot of fun."

The musical revue, the School of Theatre's third mainstage production
this year, is set to open March 11 and runs for two weekends.

Side by Side by Sondheim dazzles audiences with audacious lyrics and
haunting tunes from some of the best-known musicals in Broadway
history. It features 29 songs from Follies, A Little Night Music,
Company, Do I Hear a Waltz, A Funny Thing Happened on the Way to the
Forum, Gypsy and West Side Story.

These and other assorted Sondheim numbers are strung together by a
narrative of anecdotes and information about the legendary Sondheim.
Twenty-seven more songs are sung in a medley near the end of the
show.

Sondheim, considered one of the best lyric writers of contemporary
musical theater, wrote the words and music for all of the songs
performed, except for those from West Side Story and Gypsy, for which
he wrote only the lyrics.

Cornell, who is making his directorial debut on campus, came to USC
last year as a visiting professor, teaching producing and directing.
His directing credits include A Delightful Dinner with Delores
Duhamel, which is in production at Theatre 40 in Beverly Hills, a
one-man show called Daniel Harris: On the Disorient Express and
Tribute to Agnes de Mille.

Cornell worked with sophomore Matthew Moul, who plays the narrator,
to rewrite the script to bring it up to date. They dropped certain
dated references from Sherrin's narrative and cut two songs from the
original script that were written for leading ladies in their later
years.

"I'm Still Here" is about a woman who's lived through decades of
hedonism and hard times. While the song is hysterically funny,
Cornell said, "you can't have a 20-year-old girl who's a sophomore
singing 'I'm Still Here' and have it mean anything."

The other song, "I Never Do Anything Twice," comes from Seven Percent
Solution, and is sung by a brothel madame recounting her experiences.

Cornell and Lisa Capps, who graduated from USC last year, also
choreographed some lively dance numbers.

"Our main purpose was to create an informal, fun mood instead of an
informational, wordy show," Moul said. "Musicals are always fun
because you can leave with songs in your head."



Cornell has staged Sondheim as if it were 29 one-act plays. Every
song, he said, is a story in its own right.

Since the songs cannot be sung in the context of the show for which
they originally were written, Cornell has done some staging to help
them make sense on their own. In "Too Many Mornings" from Company, a
man wakes up and begins singing about his first love - his wife who
has died. To make the audience understand the context, Cornell has
the wife appear above him on the staircase while he is singing, and
then disappear.

The School of Theatre decided to do Sondheim because of the success
of last year's musical, Into the Woods - one of the
composer/lyricist's more recent works - and also because budget cuts
made it desirable to produce a smaller musical.

"We decided to reduce the budget by not spending it on musicians and
reducing the set and costume requirements. But [the budget] hasn't
restricted us in terms of ingenuity," he said.

The set and costumes will be simple. Cornell has discarded tuxedos
and evening dresses and opted for a youthful "Melrose look," designed
by Sugene Choi, a graduate student in costume design.

The set will actually be a montage of recycled props, scenery pieces
and other backstage odds and ends from previous productions. That
saves money and also brings to Sondheim the feeling of being at a New
York theater, which is what the show is really all about, Cornell
said

Side by Side by Sondheim runs March 11-14 and 18-21 at the Bing
Theater. Performances are Thursday, Friday and Saturday at 8 p.m. and
Sunday at 2 p.m. Tickets are $7; $3 for students. Tickets may be
purchased through USC Ticket Office. For information or group sales,
call 740-1286.

[Photo:] Brooke Marie Procida and Shandon Youngclause rehearse
"Comedy Tonight" from Stephen Sondheim's A Funny Thing Happened on
the Way to the Forum. The song is the opening number in Side by Side
by Sondheim, directed by Dennis Cornell, which runs March 11-14 and
18-21.