Once Upon a One More Time's cast of fairy tale heroines at Shakespeare Theatre Company Credit: Matthew Murphy

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The best plus-ones for the new Britney Spears musical are optimistic, perhaps nostalgic, millennials (or Gen Xers) who are willing to leave any expectations for well plotted drama at home. 

Once Upon a One More Time, a women’s empowerment jukebox musical featuring Spears’ hits sung by fairy tale heroines, opened at Shakespeare Theatre Company on Dec. 17. The show is full of fixable issues if the leadership team weren’t such a circus. As is, however, Once Upon features solid acting, great situational comedy, and, most importantly, it’s Britney, bitch. 

The musical’s official mid-December opening followed more than three weeks of preview performances. Once the credentialed critics are allowed to attend, a show is “locked in.” Newbie musical writer Jon Hartmere and his creative team can no longer make major changes, because the actor’s union restricts rehearsal time. So after five years of work-in-progress drama, the show is finished. For now. 

The end goal is Broadway, although a New York opening date has not been set. And the musical’s backstory is as dramatic as Spear’s recent courtroom battles. Lead producer James L. Nederlander went public with plans for Once Upon … in March 2019. His announcement included a statement from Spears, who said she was “so excited to have a musical with my songs.” (Reportedly, the pop star attended a 2018 workshop, but has not otherwise been involved.) 

The musical was scheduled to premiere in Chicago in November 2019; that date was pushed to March 2020 and then canceled due to COVID-19. During the pandemic, Shakespeare Theatre Company wrested the pre-Broadway production away from the Windy City. Also out was original director Kristin Hanggi (who helmed Rock of Ages), replaced by music video choreographers Keone and Mari Madrid, best known for their work with Justin Bieber, Billie Eilish, and BTS. In that time, Tony-nominated director David Leveaux joined as a “creative consultant” and the Madrids dropped “directors and choreographers” from their titles. The two are now credited as a “creative team.” 

Then there is the matter of who might profit from Once Upon, now that Spears’ conservatorship has been dissolved. When a Washingtonian magazine reporter asked Nederlander if any of her former conservators will get a cut, he responded, “Come on, it’s entertainment, please—we’ve been locked up for a year and a half. Enjoy yourself,” adding, “Hopefully, there will be a lot of profits for everybody.”

As the theater hosting a pre-Broadway tryout, Shakespeare would receive royalties, even though one could easily argue that this musical doesn’t fit with the theater’s mission to produce classics. Simon Godwin, the theater’s newish artistic director, rebuffed that concern by telling Washingtonian that “classic” “doesn’t mean something that’s old—it means something that’s excellent.”

Once Upon a One More Time is not excellent; it is merely entertaining—especially its opening scenes and megamix finale. As the main protagonist, Cinderella, notes, the problem is everything that comes between “once upon a time” and “happily ever after.” 

Hartmere’s creative conceit finds a coterie of public domain characters stuck in a metanarrative loop, re-enacting their stories each time a child cracks open a book of fairy tales. An omniscient narrator (Michael McGrath) calls the shots. And the most in-demand heroine is Cinderella, played by the captivating Briga Heelan, who won fans for her spot on Crazy Ex-Girlfriend. In their spare time, Cin and her lady friends meet for “Scroll Club,” with Snow White supplying poisoned desserts (“I love apples!”) and Rapunzel joining from her tower via crystal ball. One day, fresh from hearing her step-family sing “Work, Bitch,” Cinderella goes off script. Faster than she can sing “Bibbity-Bobbity self-reliance,” her Fairy Godmother slips her a copy of Betty Friedan’s The Feminine Mystique. Soon Cinderella and her carriage-ride-or-dies Snow White, Little Mermaid, Sleeping Beauty, and Rapunzel are on strike. Act II begins with a stage full of princesses belting “(You Drive Me) Crazy” and hoisting picket signs. 

Half the fun of Once Upon … is discovering which Britney songs show up and when. Stepmother (Emily Skinner) gets “Toxic,” while the honor of singing “Oops! … I Did It Again” goes to the not-so-innocent Prince Charming. Turns out he has been waltzing with Cinderella, climbing Rapunzel’s tower, and awakening Sleeping Beauty from her slumber, among other sexploits. Justin Guarini found fame on American Idol but smoothly segued to musical theater, and laps up all the attention from his adoring crew of back-up dancers. 

Other singing has some issues. There’s no vocal coach or arranger listed in the 113-page digital program, but there should be. The ensemble choruses would benefit from more complex harmonic arrangements. Individually, the women try too much to sound like Britney, and end up sounding too much alike. That’s worth noting given the similarities between Once Upon … and current Broadway hit Six, where actresses depicting the wives of Henry VIII each sing in a different popular style. Heelan sounds better singing on her Instagram account than she does as Cinderella. Help is needed to find a balance between throaty pop-star growls and traditional theater vibrato.

Hartmere’s book is full of clever zingers but marred by low-blow jabs. After the Fairy Godmother cracked a joke about Oprah Winfrey eating too much bread, my plus-one turned to me and said, “This show was so written by a man.” Running gags about Snow White being dumb—“I’m the fairest, Rapunzel. I never claimed to be the smartest.”—seem to unfairly degrade Aisha Jackson.

There are many actors of color in the ensemble, however, and the producing team deserves credit from hiring a number of women designers, especially Japanese Canadian lighting designer Sonoyo Nishikawa, who floods the stage in a rainbow of pink, purple, and blue hues. Sets are minimal, relying instead on projections by Sven Ortel to create fields of butterflies and shining castles. It’s not until the climatic scene that projections become a cop-out, and the plot is resolved not by onstage action, but by animated projections and narrative clichés. 

The best ensemble dancing takes place at the curtain call, where characters reenter the stage solo or in small groups singing snippets of Britney’s songs before joining the fairy tale brigade. Finally, we get a stage full of sideways tilts, robot arms, and high kicks. It’s a musical theater finale for the ages. Who knows if Once Upon … will live happily ever after on Broadway. For now, in D.C., it’s fun to go dancing out of a theater, urged on by a stage full of princesses to feel stronger than yesterday. 

Once Upon a One More Time, inspired by music performed and recorded by Britney Spears, with book by Jon Hartmere and led by creative team Keone and Mari Madrid, runs through Jan. 9 at Sidney Harman Hall, 610 F St. NW. shakespearetheatre.org. $35–$180. Proof of COVID-19 vaccination and masks required.