Musical theater historians always get a kick out of discussing failures such as Fade Out - Fade In, the 1964 Broadway musical that seemed to have an unbeatable creative and performing team, including veteran songwriters Jule Styne, Betty Comden, and Adolph Green and emerging star Carol Burnett. Burnett -- who had debuted on Broadway in Once Upon a Mattress five years earlier and since made a name for herself on television as a co-star of The Garry Moore Show (but was not yet a TV legend in her own right) -- was given a star vehicle in the show, set in 1930s Hollywood, and a strong supporting cast that featured stage veteran Jack Cassidy, comic actor Lou Jacobi, and soon-to-be TV star Tina Louise. The show sold tickets when Burnett was in it, but she wasn't in it for long, and accounts differ as to why. Burnett claimed to have suffered whiplash in a taxicab, but a court that later forced her to fulfill her commitment to the show (after she had signed a lucrative, long-term TV contract) didn't buy that explanation. What is clear is that she began to miss performances, and things went downhill from there. But all of this is less interesting for music review purposes than that the show thereafter disappeared, never to be revived, with a cast album that went out of print and was only reissued on CD close to 40 years later. Some failed shows are kept alive because of their outstanding scores preserved on cast albums. But the cast album for Fade Out - Fade In suggests it may have deserved its fate. Comden and Green turn in the occasionally witty lyric in their often sarcastic style, but much of their work is only serviceable, and Styne (who was writing Funny Girl at the same time) also seems to have done only adequate work. It's Burnett and, to an extent, Cassidy, who make the album worth hearing, which tends to lend support to the idea that Burnett's illness had more to do with her dislike of the show than any physical ailment.