“That’s what I needed, just what I needed, something hanging around my neck; a helpless thing depending on me. Depending on me to bear its burden, clothe and feed it; practically carry it. A grown up girl with the mind of a child.”

— sung by Paul in his Act II aria, “Her Face.”

There is a dark surface as well as an even darker subtext to the 1961 musical, “Carnival,” that composer Bob Merrill and book writer Michael Stewart based on the 1953 film “Lili.” But I suspect that its depiction of a young, plain-looking, simple-minded waif given a home and job among seedy impoverished carnival folk has never been addressed with such an unmercifully dour and relentlessly dreary approach as it is in the staging by director Erika Schmidt for the Paper Mill Playhouse. Her concept may please musical theater sophisticates, but not necessarily the family audience that is usually drawn to this show.

Early on, we are prepared for Schmidt’s unsparingly grim vision as Grobert (Richard Pruitt), the carnival’s souvenir peddler, attacks the presumably naive Lili (Elena Shaddow) and puts his hand up her dress only minutes after she arrives looking for a job. There is no denying the often crude and callous reality of carnival life. But this kind of unsettling sexual assault also suggests that Schmidt wants to take this musical play beyond what might be more subtly implied.

Lili is saved in the nick of time by the intervention of Marco the Magnificent (Paul Schoeffler), the troupe’s rakish resident magician but there is no saving the musical that continues on a downward spiral of grim getting grimmer. Yes, “Carnival” is musically and dramatically demanding, but it also needs to balance its provocative psychological propellants with a bit of whimsy and wistfulness, two aspects in woefully short supply.

Although grounded in sentimentality and pathos, this odd but potentially endearing musical from the golden age requires a firm hand, one that can stay true to its serious intentions and still infuse it with bursts of charm. Notwithstanding Schmidt’s earnestness in this regard, there is a serious lack of delicacy even in the lighter moments, specifically Lili’s fantasy, “Beautiful Candy,” that is climaxed needlessly and clumsily by a shower of confetti.

Schmidt puts most of her faith in the four-sided plot that demands equal dramatic weight assigned to the four romantically motivated principals. The intimacy of the two parallel stories is entwined in typical musical theater fashion. One involves the innocent Lili and her infatuation with Marco and her dependence upon Paul Berthalet (Charlie Pollock), an embittered puppeteer, a former dancer permanently handicapped by war injuries. The other is concerned with Marco, an egocentric womanizer and his on again off again relationship with The Incomparable Rosalie (Jennifer Allen).

Thrown into the mix of misery-perpetuating misfits are the puppets, whose sass, wit, and wisdom presumably bespeak the hearts of the humans. As we wait (for the inevitable) for Paul to open up his heart to Lili and for Rosalie to make up her mind whether to marry a wealthy veterinarian from Zurich or face the future with Marco, we listen to lots of lovely tunes, the most famous of which is “Love Makes the World Go Round.” The musical is graced with a lovely, almost operatically scaled score.

As in original director Gower Champion’s legendary staging, Schmidt’s staging is also conceptually spare but also unnecessarily plodding. The measured pacing wouldn’t seem amiss for “Long Days Journey into Night.” Set designer Christopher Barreca and costumer Michelle R. Phillips define the tawdry aspects of the carnival with a minimum of color. Lily is supposed to be plain, so let’s just say that her drab frock further validates the pall that hovers, with the help of Donald Holder’s lighting, over the entire show. It is fortunate that Shaddow turns Lili’s insecurities into lyrical flights with a voice as bright and clear as a bell. This is the role that was originally played on Broadway by 25-year-old prodigy Anna-Maria Alberghetti, who won the 1962 Tony for her performance.

If Shaddow is barely persuasive in her first character number, “Mira,” in which she tells us of the small comforting town she comes from, she becomes more so with her adoration of the puppets, with whom her relationship is supposed to be more affecting than with the humans. There is a grievous misconception in the use of larger-than-life puppets, virtually mannequins, instead of hand puppets. Lili’s affection for the puppets is based on her belief in them, and, in particular, the feelings that are expressed to her by Paul through her favorite, Carrot Top. Although artfully crafted and nicely handled, these puppets have a nightmarish quality and an imposing presence that does not support Lili’s delightful song, “Everybody Likes You,” as sung to the unicycle-riding Carrot Top. The similarly looming puppets, including a fox (Drew Cortese), a walrus (Eric Michael Gillett), and a haughty diva (Benjie Randall), who recalls singing “high M above L,” also come across as more sexually insinuating than my memory recalls. I could be wrong.

Shaddow’s performance grows richer as the show progresses, in contrast to the look of B. F. Schlegel’s (Nick Wyman) carnival which, as it does, remains distinctly poverty row. A fire-eater, Jason Babinsky, an aerialist, Mam Smith, and fellow acrobats Michael H. Fielder and Hector Flores enliven the melodramatic doings with their acrobatic divertissements.

Pollock has a sturdy, resonant voice and does a good job of incorporating Paul’s perpetual distress and sorrow into his principal aria, “Her Face,” and later in counterpoint to Lili’s “I Hate Him.” Marco is supposed to be suave and sexy and Schoeffler pulls it off with elan. This, at least, makes Lili’s infatuation with him somewhat believable. He earns the laughs he gets with the tempestuous Ms. Allen in their on-stage magic act duet, “Always, Always You.”

Jacquot, Paul’s assistant, is a minor character, but in the charge of Eric Michael Gillett, he earns our affection, particularly in the musical’s best number, the playful umbrella-twirling “Grand Imperial Cirque De Paris,” in which he is joined by the male ensemble. Perhaps feeling affection for the show’s most minor principal tells us something. The plight of this mentally-challenged French girl, who runs away from home and is awakened to love and life in a small economically challenged circus, is meant to be hopeful and emotionally unsettling, not boring and tedious.

A terrific exhibit on the mezzanine level called “The Golden Age of the American Circus: Photographs by Frederick W. Glasier from the John and Mable Ringling Museum of Art,” is a wonderful peek into the magical and unique characters of the golden age of the American circus. The photos taken between 1866 and the early 1930s depict an extraordinary institution during its heyday.

“Carnival,” through April 9, Paper Mill Playhouse, Brookside Drive, Millburn. $19 to $68. 973-376-4343.

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