Craig Schwartz)

"Follies," for the most part, follows two former showgirls, Sally (Victoria Clark) and Phyllis (Jan Maxwell), and their respective husbands, Buddy (Danny Burstein) and Ben (Ron Raines) on the eve of a 30-year reunion of the now-defunct Ziegfeld-esque show in which they starred. James Goldman's book also spends time dallying with other former Follies, and takes a trip down memory lane in the Loveland section of the second act. Stephen Sondheim's score is true to the composer's form, featuring delightful lyrics and melodies that effortlessly capture a given scene's tone. This production, directed by Eric Schaeffer, originated at the Kennedy Center in Washington, DC last summer, transferred to Broadway in the fall, and will be at the Ahmanson through June 9.

Ms. Maxwell, who was nominated for a Tony Award for her work in the show, is a delight as the outwardly collected, but internally tumultuous Phyllis. Her second act numbers "Could I Leave You?" and "The Story of Lucy and Jessie" are two of the show's strongest and most compelling performances.

Also quite interesting were the younger "shadow selves" of the characters. As the occasion is a reunion, considerable attention is paid to the past, and the audience gets glimpses into the more glamorous days of the characters. Lora Lee Gayer, Kirsten Scott, Christian Delcroix, and Nick Verina were particularly delightful as the younger Sally, Phyllis, Buddy, and Ben, respectively, and their illustration of the complicated past the four share helps to make the situation at hand more understandable.

Unfortunately, the show as a whole rarely seems understandable. While many individual moments make sense, when strung together, things take a turn towards the indiscernible. There are also some generally perplexing elements to the show, such as the eerily omnipresent Follies girls who lurk around the decrepit theater, or the trip into Loveland, which seems to come out of nowhere and lacks a satisfying explanation for why it occurs—and furthermore, why it occurs when it does. It's quite possible that the show is more enjoyable upon subsequent viewings; looking back now, some things, like the shift in focus from all of the former Follies to just Phyllis and Sally, make more sense, but while watching the show for the first time, it is a confounding experience, albeit a beautiful one. Furthermore, for the most part, the show is not very engaging—while it's nice to look at and to listen to, it rarely demands the audiences' attention, except for in rare moments where it seems to go haywire, at which point it becomes overwhelming.

The design of the show is quite well done. Derek McLane's set, while a tad evocative of "Phantom of the Opera," creates worlds that are very real—or un-real, as the script may demand. Gregg Barnes' lavish costume design is a delight (though possibly a tripping hazard for Ms. Maxwell? Her train seemed rather cumbersome at times, but did swish so enjoyably when she walked), while Natasha Katz's lighting design helped contribute to each moment's atmosphere. The luscious 28-piece orchestra, led by conductor James Moore is also a nice addition.

But alas, what the show possesses in beautiful design elements does not make up for the utterly confounding, yet hallowed nature of the show. While watching the show, I felt guilty for not enjoying it. It seemed everyone else in the theater adored it (as evidenced by the lengthy entrance applause for what seemed like half the cast and the resounding standing ovation), but I just didn't get it. I wanted to like it and understand it, but there was either too much or too little going on at any given moment for me to feel truly invested in the story.

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For 2012 Tony Awards coverage, click here.