Despite playing the occasional flapper or showgirl, Sutton Foster is not considered a showbiz "bad girl," someone whose fame stems from tabloid breakups or behaving badly on a reality show. A Tony-winning musical comedy star, she made her name the old-fashioned way: though years of anonymous work interrupted by a fortuitous break.

So when Foster says, "I'm trying to break every rule possible -- and I hope I do so," it sounds a little out of character.

Foster is talking about cabaret, not the Kander-Ebb musical but rather the theatrical form -- and her instinctive suspicion of it. "Cabaret can have such a negative connotation," Foster says just before a rehearsal for the cabaret-style show she's bringing to the Kirk Douglas Theatre this week. "I just don't like the cheese factor of cabaret. Like the" -- she pantomimes a lounge singer, winking and pointing finger pistols out at a imaginary audience "… of it all, you know?"

In an attempt to transcend her reservations, Foster is developing, in collaboration with her accompanist, Michael Rafter, "An Evening With Sutton Foster" (subtitled "An intimate concert performance"). Foster emphasizes that it's a concert, not cabaret, but adds that whatever you call it, "it's definitely quirky and weird -- and very much me."

The origins of this show were an evening Foster did as part of Lincoln Center's American Songbook series and a solo album she released last year, "Wish," that mixed show tunes with folk and jazz tracks. "You're definitely more exposed," she says of solo performance. "You're not hiding behind any character. Sometimes you want to ask, 'Where's my wig?' You're literally being yourself. And that's the hardest part."

Over tea at a midtown Manhattan diner, Foster has no problem being herself. She's relaxed but animated, breaking into different voices to explain moments of joy or anguish -- and never afraid to physically make a point, whether it's about cabaret or her desire to take a break from Broadway's eight-show a week grind (her face instinctively scrunches up to express fatigue) and to challenge herself (she smiles a giant, Sally Field-esque smile).

"What I'm attracted to when I go see someone perform is really a no-frills rawness," she says. "I hope to be able to capture some of that in this show."

Offstage, the Georgia-born actress is likewise no-frills. Foster doesn't promote herself as a diva. She dresses modestly, speaks with an aw-shucks candor -- she even did her own artwork for her album cover.

Foster was raised in Troy, Mich., by parents who weren't in show business. Foster dates her interest in theater to a night in front of the television: "One summer my family watched the Tony Awards together … I remember seeing the number from 'The Will Rogers Follies' … there were all these tall girls dancing and I turned to my Mom and I said, 'I could do that.'"

Six years later she was performing small parts in touring shows of "The Will Rogers Follies" and "Grease," then in the ensemble of Broadway productions like "Annie" and "Les Miz." After years in the chorus, Foster was cast as the understudy to the lead in "Thoroughly Modern Millie" at the La Jolla Playhouse. She had been one of the final six actors up for the part. Foster admits she was disappointed: "I definitely wanted more, but I was always totally content with being in the ensemble."

A week before tech rehearsals began, the lead became ill and Foster was asked to step in until the actress returned. "Sutton was a pro, great voice, super prepared, which was why we hired her for the understudy," "Millie" director Michael Mayer recalls. "But when she stepped into rehearsal, something just clicked … she made sense of the role in ways that opened our eyes." Foster was quickly offered the role and a year later she was on Broadway as Millie (for which she won a Tony Award).

After "Millie," Foster has starred in "The Drowsy Chaperone," "Young Frankenstein" and "Shrek: The Musical." Yet, for all her years on Broadway, she has avoided becoming a brand. "The stamp she puts on the work is not making the character 'a Sutton Foster character,'" Mayer says. "I hope to continue to be a chameleon," Foster says, "someone who can continue to shift and surprise people. I hope people say when they see me, 'Oh my god, I had no idea she could do that.'"

Among the 20 songs she'll be singing at the Kirk Douglas, there will be "big, brassy, belting songs because that's what I'm known for," Foster explains, but there will also be songs from the album, "simple, little folk songs and material that speaks to me personally" like "Up on the Roof" and the title number from Stephen Sondheim's "Anyone Can Whistle."

For someone who spent years onstage, but not in the spotlight, Foster insists, "I still have a lot to learn." Whether she's being recognized on the street by fans, performing her solo show in Culver City or East Lansing, Mich., or seeing her name on Broadway marquees. "I am still the 15-year kid old sitting at home watching the Tony Awards saying, 'I can do that.' I'm still that person."

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