Words, music, life, death, sex, love, friends and a passion for theatre are all on display in A Class Act, the new Broadway musical opening March 11 at the Ambassador Theatre.

The intimate biographical tuner tells the fictionalized life story of Broadway songwriter Edward Kleban, who always wanted his work played (as they say in the show), "in a large building in a central part of town in a dark room as part of a play with a lot of people listening, who have all paid a great deal to get it in."

That line reverberates touchingly throughout the humane and humorous show, which began previews Feb. 14, St. Valentine's Day. The show is considered a heart-filled valentine to the people who create Broadway musicals.

Kleban got part of his Broadway wish when his lyrics to A Chorus Line were heard at the Shubert Theatre for 15 years or so, but cancer felled him before he could become widely known as a maker of both lyrics and music.

A Class Act was first seen in fall 2000 in an extended staging at Off-Broadway's Manhattan Theatre Club. Revisions and reconsiderations have gone into the show since last year (a song was cut, another added), and further refinements have been made in the preview period. *

Hundreds of Kleban's "trunk songs" were explored by co librettists Linda Kline (his former companion) and Lonny Price to create this "new" score, which has not been heard in a Broadway theatre before. Kleban, who died in 1987, could potentially be nominated for a posthumous Best Score Tony Award.

Price, remembered for playing lyricist Charley Kringas in Broadway's Merrily We Roll Along, plays Kleban, who (if the show is to be trusted) was at turns quirky, funny, annoying, charming, neurotic, sad and driven. Price also directs, as he did at MTC in 2000.

There have been changes since the fall 2000 MTC staging. Jeff Blumenkrantz, Donna Bullock, Patrick Quinn and Sara Ramirez joined the company due to the previous obligations of the actors who created the roles Off-Broadway. Nancy Kathryn Anderson, Randy Graff and David Hibbard recreate their roles, however, as does Price. The characters include the songwriting friends, colleagues and lovers of Kleban — including Marvin Hamlisch (played by Blumenkrantz), Michael Bennett (played by Hibbard) and famed conductor and musical theatre-writing guru Lehman Engel (played by Quinn).

"We did our out-of-town tryout on 55th Street," producer Marty Bell said in a statement. "The audience at MTC and the critics taught us a lot about our show. And now we have the chance to respond."

Bell, Chase Mishkin and Arielle Tepper are the producers behind Broadway's A Class Act. Robyn Goodman and Tokyo Broadcasting System/Kumiko Yoshii are associate producers.

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Marguerite Derricks is choreographer for Broadway; Scott Wise (Jerome Robbins' Broadway, State Fair, Fosse) created dances for the Off-Broadway version, with some additional work by Derricks (who choreographed Price's aborted pre-Broadway staging of Finian's Rainbow).

Bullock was a late-run Mother in Ragtime, Actors' Equity prexy Quinn has appeared in Beauty and the Beast and many other shows, Ramirez was featured in The Gershwins' Fascinating Rhythm and The Capeman and Blumenkrantz was Bud Frump in the recent How to Succeed in Business... revival. Blumenkrantz is himself a songwriter, a member of the BMI Lehman Engel Musical Theatre Workshop, a group that is prominently featured in the new musical. Kleban was an early member when Engel was running the nonprofit workshop. Characters in the show are said to be composites of friends, lovers and colleagues in Kleban's life.

The work of Ray Wills (replaced by Blumenkrantz), Julia Murney (Ramirez), Carolee Carmello (Bullock) and Jonathan Freeman (Quinn), of the MTC staging Oct. 3-Dec. 10, 2000, was preserved on a cast recording, released Feb. 20 from RCA Victor.

The Off-Broadway designers — James Noone (set), Carrie Robbins (costumes), Kevin Adams (lighting) — will repeat their duties for the Broadway move, although the scenic elements have been expanded for the larger Ambassador Theatre (MTC's Stage II only held 150). Sound design is by Acme Sound Partners. David Loud is musical director, Larry Hochman is orchestrator, Todd Ellison handles vocal arrangements and dance music; the orchestra has also been expanded since Off-Broadway.

A Class Act features unpublished songs (music and lyrics) written by Ed Kleban. Most have only rarely been performed, until now. The songs were "inherited by his friends when he died in 1987," according to production notes.

Kleban died of cancer before he matched the success he had contributing lyrics to 1975's A Chorus Line, his best known work. A prominent fund in his name (The Kleban Award, from The Kleban Foundation, Inc.) doles out annual cash prizes to up-and-coming lyricists and book writers.

The score includes up-tempo numbers, ballads, comedy songs and more, the sort of stuff that is regularly discussed still today in the BMI Lehman Engel Musical Theatre Workshop. Some of the songs of A Class Act were heard years ago in the Engel class. The songs now help tell the story of Kleban's life.

The cast album includes "Light On My Feet," "One More Beautiful Song," "Charm Song," "Paris Through the Window," "Mona," "Gauguin's Shoes," "Follow Your Star," "Better," "Next Best Thing to Love," "Broadway Boogie Woogie," "Say Something Funny," "Self Portrait" and more.

In order to adapt Kleban's songs for a narrative, the creators enlisted Brian Stein and Glenn Slater to write additional lyrics. The show covers territory between 1958-1988, starting with the later date (the time of Kleban's memorial) and going backward to his roots as a theatre songwriter.

Broadway preview audiences have been sighing out loud when snippets of Kleban's lyrics to A Chorus Line ("What I Did For Love," for example) are heard in the show, as if to say, "Oh, that's what he wrote!" A dollop of Marvin Hamlisch's music from that smash show is included in A Class Act.

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Co-librettist Kline has been committed to bringing Kleban's unpublished works to the stage since his death. She has written for television, and she also co-wrote the libretto for Theaterworks USA's The Secret Garden.

Director, actor and co-librettist Price is artistic director of Musical Theatre Works, which helped develop A Class Act. His directing credits include Pal Joey (City Center), The Rothschilds, Juno and Sally Marr...and her escorts. As an actor, he has appeared in Master Harold...and the Boys, Merrily We Roll Along, Burn This, The Immigrant and Falsettoland.

A Class Act is the third show in a year that started at MTC before transferring to Broadway: David Auburn's Proof and Charles Busch's The Tale of the Allergist's Wife began in 1999-2000 and made the move to Broadway in fall 2000. Both have recouped their investment.

A Class Act tickets are $25-$75. The Ambassador Theatre is at 219 W. 49th Street. For ticket information, call (212) 239-6200 or (800) 432-7250.