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Carnival is a musical based on the motion picture Lili, focusing on an embittered puppeteer and the girl fascinated by his puppets. It was first produced on Broadway in 1961, and the original cast included Jerry Orbach (as puppeteer Paul and the puppets), Kaye Ballard (as the Incomporable Rosalie), and Will Lee (as concessionaire Grobert).
In 2002, Encores! launched a concert-style version, in which the performers read from the scripts and featuring more minimal set design, which ran off-Broadway from February 7 to February 10. Directed by Kathleen Marshall, the production featured puppet characters supplied by the Muppet Workshop, after Ed Christie made a pitch for the assignment. Christie explained his desire that the Workshop should become more involved in theater productions. Although an early suggestion by Christie involved Kermit the Frog and Miss Piggy appearing as two of puppetmaster Paul's menagerie, the Workshop ultimately built versions of the four puppets as detailed in the original script: red-headed urchin Carrot Top, diva Marguerite, Renardo the Fox, and Horrible Henry the walrus.
The production starred Brian Stokes Mitchell as puppeteer Paul and Anne Hathaway as Lili. Mitchell also supplied the voices of Carrot Top, Renardo, and Henry, while David Costabile doubled as Paul's assistant Jacqot and the voice of Marguerite. For scenes where all four puppets appeared, John Tartaglia and Stephanie D'Abruzzo performed, lip-synching to the actors' vocals. Ed Christe designed all four characters (and also built Carrot Top), while Larry Jameson, Tim Miller, and Tom Newby constructed the other characters. Polly Smith and Jason Weber oversaw puppet costuming, and Fred Buchholz was in charge of puppet maintenance.
Described by director Kathleen Marshall as "a cross between a young Mickey Rooney and Dondi," Carrot Top is an earnest urchin performed by crippled puppeteer Paul. Paul can only communicate his feelings to Lili through Carrot Top and the other puppets. Brian Stokes Mitchell, who played Paul, performed Carrot Top's voice and also puppetry for certain scenes. For ensemble shots involving all four puppets, John Tartaglia and Stephanie D'Abruzzo stepped in.