THOROUGHLY MODERN WHOOPI WITH 'MILLIE,' GOLDBERG COMES INTO HER OWN AS A THEATER PRODUCER.

Byline: Evan Henerson Theater Writer

Growing up in New York, Whoopi Goldberg saw Mary Martin fly as Peter Pan. She saw Elizabeth Taylor and Richard Burton spar ever so wittily as the bickering ex-spouses in Noel Coward's ``Private Lives.'' One of Goldberg's early memories was watching James Earl Jones in ``The Great White Hope'' and marveling, ``Oh, man, look at this giant. There's a giant on stage, and that voice ...

``In New York, when you were a kid, (theater) was part of your life,'' adds Goldberg. ``Joe Papp used to travel the neighborhoods with his Shakespeare company in the summertimes. You'd see these guys stroll into your neighborhood. All these wonderful actors, I didn't know people did that. We were just watching magic.''

The Oscar-winning actress and comedian had long nursed an interest to get behind the scenes on a stage piece. Her first producing effort, joining the team behind the hit musical ``Thoroughly Modern Millie,'' proved to be a stroke of shrewd planning combined, perhaps, with a bit of beginner's luck.

And while ``Millie,'' which opens the L.A. engagement of its national tour Friday at the Ahmanson, may qualify as a bit of stage magic to certain audiences, Goldberg knows better than to mention it in the same breath with a ``Great White Hope.''

``It's fluff,'' says Goldberg, who joined the producing team that includes Broadway maven James Nederlander as well as Fox Theatricals and Clear Channel Entertainment. ``But it's brilliant, wonderful fluff. I always think of the Ross Hunter movies. You just want to lay down and watch a movie that takes you away.''

Based on the 1967 movie with Julie Andrews, Mary Tyler Moore and Carol Channing, ``Millie'' tells of a flapper from Kansas who comes to New York to take the Big Apple by storm and ends up falling in love and foiling a white slavery ring. The film won an Oscar for Elmer Bernstein's score. The stage musical, with music from the film, new songs by Jeanine Tesori and a book by Dick Scanlan and the late Richard Morris (who wrote the film), won five Tony awards, including best musical of 2002.

The Broadway production, it was announced last week, will close June 20 after more than 900 performances and the launch of a London production. Not a bad tally for a project that Goldberg joined because, she insists, she always loved the movie.

``She had told her agents at William Morris that she wanted to produce a big fun Broadway musical that she could bring her grandchildren to,'' says fellow producer Mike Isaacson of Fox Theatricals. ``I had seen the presentation that Scanlan and (director) Michael Mayer did at the National Alliance for Musical Theatre in 1996, and I flipped out. I thought, 'Oh, this is interesting. Someone's trying to do a new old thing and really make this show a musical comedy.' ''

Goldberg had produced films and TV programs, including several seasons of ``Hollywood Squares'' and her own 2003 series ``Whoopi.'' Asked the difference between executive duties across the two mediums, Goldberg - who plans more Broadway ventures - replies, ``I'm not sure yet.''

``It seems to be the same series of challenges. 'The cast is OK. No, it's not great. Writing the music. Everything's fine. The director, how do you find the best person,' '' she says.

``I remember an interview with Oliver Stone where he said it took five to six years to get to 'Platoon,' '' she continues. ``I realized on opening night that it had taken ('Millie') seven years from the time we all started talking about it. I remember thinking, 'Boy, is this going to happen? I don't know if I want to take this long for the next one.' ''

Director Mayer, who was at that first meeting with Goldberg and the creative team, calls the actress ``a mensch.'' And while Goldberg took an active interest in the proceedings, her biggest assist, Mayer says, was as an inspirational cheerleader.

``She was absolutely critical in communicating with Universal to get the rights to the title song,'' says Mayer, who has also directed the touring production. ``She believed in the show. She would come and talk to the cast, and she gave a very moving and passionate speech at the last run-through that had everyone in tears.''

Its accolades notwithstanding, ``Millie'' did not have an easy journey to glory. The musical's seven-year gestation period took place during a time when the interest in turning popular Hollywood films into big-budget musicals was largely in its infancy. ``Millie'' was seen, correctly, as a throwback project. A throwback musical with a nearly $10 million budget.

Add to the mix a rocky tryout in the fall of 2000 at the La Jolla Playhouse during which the producers replaced original star Erin Dilly with her understudy, Sutton Foster. By the time it opened in New York in April of 2002, ``Millie'' had been substantially retooled. The reviews were positive, the crowds came, and the rest is history. Given the recent legacy of film to musical successes - including ``The Producers,'' ``The Full Monty'' and ``Hairspray'' - there don't figure to be many hit movies that aren't under consideration for possible musical adaptation.

Goldberg returned to the live-stage waters by producing and starring in a revival of August Wilson's ``Ma Rainey's Black Bottom'' in early 2003. The production, which was fraught with 11th-hour cast changes and canceled previews, was Goldberg's first time on a Broadway stage since she replaced Nathan Lane in a hit revival of ``A Funny Thing Happened on the Way to the Forum'' six years earlier.

``Ma Rainey'' didn't exactly have a comparable fate to ``Millie,'' closing after 68 performances. There were lessons to be learned from that experience as well, according to Goldberg.

``I know that you have to have better preparation before you step into something,'' she says. ``A lot of it was the producers not being prepared or on top of what they should have been on top of.''

Goldberg says she would like to return to producing another large-scale musical, preferably one suitable for kids. Now that her series ``Whoopi'' has been canceled, she can pursue such a venture in earnest.

``I'd love to do 'Willy Wonka and the Chocolate Factory,' '' she says. ``I don't even know who owns the rights to it. It will probably take me a whole year just to find out.

``Mary Poppins flying overhead in a theater. I'd love to see that. Chandeliers falling, blue men on stage - magical things can happen on stage and I like to be part of something magical.''

Evan Henerson, [phone]

evan.henerson(at)dailynews.com

THOROUGHLY MODERN MILLIE

Where: Ahmanson Theatre, 135 N. Grand Ave., L.A.

When: 8 p.m. Tuesdays to Saturdays, 2 p.m. Saturdays and Sundays, 7:30 p.m. Sundays; through July 25.

Tickets: $25 to $80. Call [phone].

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