"Sing out, Louise!"

Momma's voice does not instantly scald the back of our heads as she enters from the rear of the house and shouts at her daughter.

We turn to see a thin cloth coat of a woman, ambling toward the stage where she will orchestrate her children's audition for a cheap kiddie show. She is a nonstop talking machine, a huckster, a conniver — but not the rumbling Army tank with a chain-saw voice we might expect.

In these early moments of Peter Rothstein's production of "Gypsy" at the Pantages Theatre, actor Michelle Barber invites our amusement as Rose. She is pushy, certainly, and manipulative, but Barber sketches the character within very human boundaries. She's not a monster.

But do not despair, you devotees of Ethel Merman and Tyne Daly. Barber's soft entry allows her to grow into the complex character who will snap and howl as she loses control of her world — which consists of her daughters' lives. By the end of the first act she is in twitchy full throttle, declaring ferociously that despite the betrayal of daughter Dainty June, "Everything's Coming Up Roses."

"Gypsy" — the 1959 creation of Arthur Laurents, Jule Styne and Stephen Sondheim — remains among the best of the midcentury book musicals. Based on the memoir of famed burlesque performer Gypsy Rose Lee, it is steeped in theatrical convention and stuffed with memorable music. And its story is ancient — the child's struggle to leave the nest and fly on her own.

Rothstein and set designer Michael Hoover have opened up the Pantages stage to the back wall, where heaps of props, chairs, desks, rugs, lights, every manner of stage knickknack stack up nearly to the ceiling. A proscenium descends, and it's here that this musical fable, this story of the theater, will be played.

The stagecraft is excellent, with Michael Matthew Ferrell's delicate choreography and lighting designer Mary Shabatura's sense for shade and illumination. The scene in which child actors change into young adults is a trick so slick it draws applause.

Music director Denise Prosek lightly articulates Styne's score and Sondheim's lyrics. Barber's Rose, Tod Petersen's Herbie and Cat Brindisi's Louise make a great team in "Together Wherever We Go." Brindisi and Shinah Brashears as Dainty June romp through the sweet "If Momma Was Married." And Brindisi is poignant in "Little Lamb" and seductive in "Let Me Entertain You."

While we are on the subject, Brindisi demonstrates again what a smart actor she is, beautifully navigating the transformation from plain and insecure Louise into the confident stripper Gypsy (with visual help from costumer Alice Fredrickson). Brindisi, with her heart on her sleeve, waits until it is her moment to dominate this show, and she does that fabulously.

Eriq Nelson, in a neat theatrical convention, plays nine characters, from the grimy kiddie-show host to a wheezing stage manager, a lisping secretary and more emcees than you can shake a pasty at.

Tyler Michaels is charismatic and light-footed as Tulsa, the dancer who pulls Dainty June away from Rose. Petersen's Herbie seems a little too easygoing, not digging to the nub of a man who wants desperately to live a normal life with Rose and her girls.

Which brings us back to Barber. She finds all the panic of a mother who, in the finale "Rose's Turn," realizes who she has become and why. It was for her, not the girls. She wanted to be the star. We start to think: Is there a bit of Rose in all of us?

Graydon Royce • 612-673-7299