Long before he began to fawn over celebrities on the TV series Inside the Actor's Studio, James Lipton made a couple of unlucky stabs as a Broadway librettist/lyricist. His 1962 Nowhere To Go But Up eked out nine performances; five years later, his and composer Laurence Rosenthal's Sherry!, based on George S. Kaufman and Moss Hart's The Man Who Came to Dinner, managed eight times that tally. It's not a record to inspire confidence or lure record companies -- yet, on February 24, Angel Records will release a lavish, double-CD studio recording of Sherry! This is the same label that, some 15 years ago, came out with John McGlinn's triple-CD Show Boat -- probably the greatest studio cast album ever. And from the amount of talent listed on the cover of the Sherry! disc, you might take it to be another Show Boat.

You might draw the same conclusion from reading the notes in the CD booklet. Carefully avoiding any mention of the show's brief run or its mixed-to-negative reviews, Lipton spins the sad tale of how the title song became a hit single. He claims that theater companies kept begging him for performance rights (to a 72-performance flop?) but informs us that he and Rosenthal were unable to consent because the orchestra parts were long presumed lost; evidently, they were loaded onto the wrong truck the morning after Sherry! closed and were transported to New Jersey, where they were burned along with the set. CD producer Robert Sher eventually tracked down a complete score at the Library of Congress, by which time the authors had interested several top names in a possible recording. The result is an 89-minute extravaganza with an all-star cast, a 52-piece Bratislavan orchestra (67 pieces for the overture!) playing brand-new orchestrations, tap choreography by Noah Racey, Tony Award winners like Lillias White and Phyllis Newman in bit parts, and a video component on the second disc with clips from Inside the Actor's Studio and a Bravo! promotional special to be aired later this month.

As an archeological dig, the CD is remarkable. From the seven-minute-long overture to the flog-the-title-tune finale, the score is almost note-complete here; even the out-of-town cutouts have been restored! The catchiness of the tunes, along with the bright tempi and the MGM-like orchestrations, suggest a super-sized Jerry Herman score recorded in aggressive, '60s-style stereo -- heavy reverb, characters crossing from speaker to speaker for no apparent reason, and so on. Rosenthal, who mostly writes movie and TV scores, shows a fine command of musical-theater vocabulary: There's a leitmotif for leading female character Lorraine Sheldon, clever contrapuntal work in the ensembles, and skillful segues between dialogue and song. Lipton's lyrics are smart and sometimes funny, with loads of internal rhymes and lots of attitude for his larger-than-life leading characters, Lorraine and Sheridan Whiteside. Called on to create something more heartfelt for Whiteside's loyal but conflicted secretary, Maggie, the writers do quite nicely; her ballads, "Maybe It's Time for Me" and "Imagine That," are among the lyrical highlights in a generally raucous score.

But if you've ever seen The Man Who Came to Dinner -- and you surely have, whether via Broadway revival, the movies, TV, or your high school production -- you may ask, "Why turn a perfect 1930s drawing room comedy into a musical?" Sherry! is what Stephen Sondheim calls a "'Why?' musical," wherein the emotions are rarely outsized enough to motivate song and the plot mechanics are too intricate to adapt naturally into the form. Consider "With This Ring," in which Maggie pledges herself to the nice young playwright-journalist she's met while Whiteside "rings" up Lorraine to engineer an end to Maggie's plans. The number feels surfacey and a bit labored; the players are too busy singing at each other and keeping time with the beat to breathe or to let the audience enjoy Maggie's happiness and Whiteside's machinations. Or consider "Crockfield," in which Whiteside entertains a crew of convicts who sing the praises of their minimum-security prison; the song goes on for seven minutes, it's rude ("I made an ashtray / I made a gun / I made Miss Anderson"), and it's a complete digression. Many of the other numbers -- even that hit title tune -- are sheer bitchiness, with Whiteside, Lorraine, et al. snapping away at each other. After a while, it all becomes rather monotonous.

We know from his turn in the 2000 Broadway revival of The Man Who Came to Dinner (taped for PBS) that Nathan Lane can be a fine Whiteside, but his sung interpretation of the character is rather different from his spoken one. Remember that Kaufman and Hart based the character on Alexander Woollcott and that it was played to perfection on stage and screen by the naturally elegant Monty Woolley. From Woolley to Lane is a considerable distance; the latter's New Jersey accent and vaudeville exuberance keep sneaking through, working somewhat against Lipton's hyper-literate lyrics. Maybe this Whiteside is more self-made than previous incarnations, a Jersey City kid who reinvented himself to escape an unhappy childhood and live the high life; the interpretation works, sort of, but you wonder how it stacks up against the original cast Sherry of Clive Revill (or George Sanders, who abandoned the show in Boston to care for his ailing wife). Unctuousness must have come to both of those actors more easily; when Lane whines and harasses, he sounds like a kid, not a stuffy dilettante.

Carol Burnett is Lorraine on the CD. I love Carol Burnett, you love Carol Burnett, we all love Carol Burnett; so it's a shame to report that she sounds vocally tired here, shifting registers uncomfortably and forcing out notes. Her comic timing is still faultless, and she and Lane have a fizzy burlesque rapport together, but the role is not prettily sung. (Imagine the first musical Lorraine, Dolores Gray, belting out these numbers!) Bernadette Peters -- can you believe this cast? -- is more successful as Maggie, wonderfully warm and wistful. As her romantic interest, Tom Wopat backs Peters as solidly as he did in Annie Get Your Gun. And Tommy Tune is surprisingly excellent as Beverly Carlton (the Noël Coward character), exuding sophistication. It's too bad that his big number, "I Always Stay at the Ritz," is another pointless side trip. The rest of the cast is mostly top-notch; even Rosenthal and Lipton, in cameos, carry on like troupers. But Mike Myers, in a "special appearance" as the Harpo Marx-like Banjo, doesn't evoke the '30s or really connect with his fellow actors.

The orchestra sounds luscious, with Marvin Laird energetically conducting those enormous orchestrations. (They're mostly by Allyn Ferguson, though a variety of hands contributed and the dance arrangements are by A Time for Singing composer John Morris.) There's enough good stuff in this score to make one grateful for the CD if not to convince the listener, as the notes try to do, that Sherry! is a neglected masterpiece. It's a professional, mid-'60s musical comedy, very much in the Mame/Dolly mode and musically superior to several longer-running shows of the era -- Illya Darling, for instance, or Baker Street. But the deluxe presentation and drop-dead cast seem a little silly under the circumstances; you can take hamburger, dress it up with spices and fancy cheeses, flip it onto a silver platter and call it steak haché au gorgonzola, but it'll still be hamburger.