The production, directed by Elinor Renfield is a revision of the original show, which represented only a section of the original novel, set around 1900. The libretto is by George Abbott and Betty Smith, and revised by Renfield. The new script does not cover more of the book, but attempts to deepens the events and characters of the hardscrabble and hopeful tale.

Two songs have been added to the score: "Tuscaloosa" (a song cut from the show before it arrived on Broadway) and "I'm Proud of You" (a trunk song by Schwartz and Fields not written for the show).

John Pike, the production's dramaturg, who worked closely with Renfield, said the goal of this staging was to re-weight the show back in the favor of the main lovers of the book, Katie (played by Kerry O'Malley) and her n'er do-well husband, Johnny (played by Deven May). The original production starred Shirley Booth, and the show seemed to belong more to her character, Cissy (who is Katie's sister).

The character of Francie, the daughter who loves her downwardly-mobile dad and is caught between him and mom Katie, is now seen as an young writer looking back on her life.

In the original staging, Francie doesn't appear until Act Two. She now has a presence in Act One. "One of the things we attempted to do is to make sure the young girl had more of a voice in it," Pike said. Although the show is licensable, it isn't a stock and amateur hit. "There's precious few who have seen it," Pike told Playbill On-Line. "I think over the years people haven't realized there's a musical version out there."

One of the reasons it may not be produced often is that the libretto is thought to be somewhat loose.

"It needed some revision," Pike said. "It wasn't as fully integrated as it could have been. It's only eight years after Oklahoma!, a lot of techniques of musical theatre integration hadn't taken hold at the time. The show had to be crafted because of the demands of the star, and the requirements she had; she had to have [a certain number of] songs. It tended to pull the piece out of shape to some degree."

Since a major character is an alcoholic, and people who drink to destruction are viewed differently today than 50 years ago ("it was treated a bit more lightly," Pike said), Renfield and company are making sure "it's not treated in any sort of trite way."

In the show, Katie is challenged to keep the family together as Johnny slides into alcoholism.

Some songs from the original version have been reassigned, Pike said. The advantage to the show not being well-known (despite the cast album, released in recent years on CD) is that people won't cry foul at a reconception if it.

Observers say it may very well come off as a discovery, with the feel of a new musical.

Though A Tree Grows in Brooklyn is not a widely known property as a musical, "we've been very careful with all of the changes to make sure they make sense with what the original intent of Betty Smith's book was," Pike explained.

(For the record, "If You Haven't Got a Sweetheart," a song that was a kind of scene-setter, is now a duet for Katie and Johnny; and "Don't Be Afraid," an Act Two song for Johnny, is now Katie's in Act One.)

The Goodspeed production is being presented with the cooperation of the Fields, Schwartz, Smith and Abbott estates, and Betty's Smith's daughter has been involved in the process.

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Opening is Nov. 12. The company includes Adam Heller (A Class Act) as Harry, Deven May (Bat Boy) as Johnny, Kerry O'Malley (Into the Woods) as Katie, Steve Routman (DC's Eleanor) as Max/Swanson, Tom Souhrada (Goodspeed's King of Hearts) as Aloysius, Sari Wagner as Cissy, Megan Walker as portray Hildy and Remy Zaken as Francie. Zaken was seen in the national tour of Ragtime as the Little Girl.

The cast of 19 also includes Michael Buchanan, Todd Buonopane, Leslie Marie Collins, Zachary Halley, Leslie Klug, Kevin Loreque, Mary Jo McConnell, Danny Rothman, Adam Shonkwiler, Frank Stancati and Amber Stone.

The plot concerns "Katie, who loved one handsome weakling, and her sister Cissy, who loved many strong men. In a tender account of Katie's struggles and Cissy's adventures, this shining musical leaves the audience constantly laughing through sentimental tears."

The original Broadway run (267 performances) starred Shirley Booth and included the songs "He Had Refinement" and "Make the Man Love Me."

The libretto by George Abbott and Betty Smith has been revised by Elinor Renfield. Jennifer Paulson Lee is the choreographer. Designers are James Noone (set), Pamela Scofield (costume), Jeff Croiter (lighting).

Michael O'Flaherty musical directs. Orchestrations are by Dan DeLange.

The staging at the historic Goodspeed Opera House, Route 82, East Haddam, Connecticut, plays Oct. 10-Dec. 14.

Tickets range $22-$55. For information, call (860) 873 8668 or visit www.goodspeed.org.