‘Ain’t Misbehavin’ Is High Quality Fun

Milwaukee Repertory Theater presents Ain’t Misbehavin’ March 6 – April 26, 2026. Pictured L to R: Brad Raymond, Rae Davenport, Amahri Edwards-Jones, Katherine Alexis Thomas, Jarran V. Muse. Photo by Michael Brosilow.

The most powerful moment arrives near the end of the Stackner Cabaret production that uses five first-class singers and an even classier pianist to strut, sass and vamp the double entendres in a songfest resurrecting the 1930s and 1940s, when America found its jazz footing and its Black voice.

But what suddenly changed the light-hearted mood into a moment that silenced the crowd was going back to a 1928 (!) song for which Fats Waller wrote the music (and may have created an unnoticed anthem for race relations). It is done totally differently from the rest of the high-energy and playful lyrics that drive Ain’t Misbehavin: The Fats Waller Musical.

The lights grow dim and five attuned singers sit in chairs facing the audience, exchanging phrases and harmonies on “Black and Blue”:

I’m white inside but that don’t help my case/ ‘Cause I can’t hide what is in my face.

Suddenly, unexpected by the Rep audience at the dinner theater, the evening of stride piano and catchy, slightly raunchy cabaret interplay elevated into what had been hovering all along. We are forced to contemplate culture then and now. A show that started out as just fun suddenly brought contemporary life back to us.

Fats Waller and companions of his day were sometimes raunchy in lyrics and knew how to play the Tin Pan Alley game of selling songs, but there was a sense of Black culture and the possibilities of jazz in what they did. This show was created carefully nearly 50 years ago by Richard Maltby Jr. and directed here by E. Faye Butler, achieving what feels like a theatrical piece out of what on paper would seem straightforward nostalgia for tunes and times gone by — great tunes, of course, many forgotten, of a seminal musical era, not just Waller but other musically related numbers.

You can barely differentiate between those he wrote, those in a similar style (“Mean to Me”) and those his image and recordings made notorious (“Fat and Greasy” and “Your Feets Too Big”).

If the pudgy, comic, hard-drinking Waller would have lived beyond 1943, he would have been acclaimed even more than he is now for “Honeysuckle Rose,” “Keeping Out of Mischief” and many other tunes now known as jazz standards.

The show makes this an atmospheric outing of all these songs. It combines the sense of the Harlem rent party and the similar speakeasy (where the cops could interrupt at any moment) with musical numbers re-creating World War II home efforts (an ode to nylons and instructions for scrap metal fiends to “Collect Trash for Cash”). The audience is invited to share a reefer with a slick, sequined male seducer in “The Viper’s Drag.”

The show has been technically overpolished, showing Harlem and Waldorf-Astoria denizens in their most fashionable attire, when not sexually sniping at each other. There is a bit too much reliance on the spinning ceiling ball projecting lights at key moments, as I don’t think this cast needs such stock embellishments.

In fact, such Rep shows are challenging theater critics’ fallback comparisons about regional singers being “Broadway-caliber.” Let’s grow up. The Rep these days has seasoned casting directors and connections. This ensemble, mainly new to Milwaukee, has credentials throughout Broadway, national tours and regional theaters. The days of casting the Rep only with old familiars are long gone, especially in musicals.

It’s also time to recognize that the music of the era calls for vamping, eye rolls, playing to the crowd and other acting methods frowned on today but accurate in music of that era.

The male actors, high and low baritones though each gets to test his range, are the nimble Jarran V. Muse and portly Brad Raymond, who appropriately rivals Fats in girth while relishing a powerful, personal singing style.

Amahri Edwards-Jones is the petite anchor of the women, the chosen “giddy ball of energy” and the trained dancer. The other two ladies are knockout singers as well — deliberately more brassy and flirtatious, Rae Davenport and Katherine Alexis Thomas.

Throughout, the lone pianist and musical director, William Foster McDaniel, is sly, not showy but musically expert, opening the second half with a four-minute piano improvisation on “Honeysuckle Rose” that makes the era feel alive.

The production would have been diverting cabaret theater but nothing more — until “Black and Blue” carried the evening to a deeper place, making the audience think about the times they had just visited, and maybe comparing those times to ours.

Continuing through April 26, the joint is certainly jumping at the Stackner Cabaret’s Ain’t Misbehavin: The Fats Waller Musical. For tickets and info, see https://www.milwaukeerep.com/shows/show/aint-misbehavin-the-fats-waller-musical-show/

Ain’t Misbehavin: The Fats Waller Musical Gallery

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Dominique Paul Noth served for decades as film and drama critic, later senior editor for features at the Milwaukee Journal. You’ll find his blog here and here. For his Dom’s Snippets, an unusual family history and memoir, go to domnoth.substack.com.