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The cast of The 25th Annual Putnam County Spelling Bee is having a very good time. "We laugh every day," says Deborah S. Craig, who plays Korean-American overachiever Marcy Park in the new musical. Over pizza and sodas, the company members spoke with TheaterMania about this peppy show, which boasts music and lyrics by William Finn (Falsettos), a book by Rachel Sheinkin, and direction by James Lapine. In addition to Craig, the talented ensemble consists (in alphabetical order) of Derrick Baskin, Jesse Tyler Ferguson, Dan Fogler, Lisa Howard, Celia Keenan-Bolger, Jose Llana, Jay Reiss, and Sarah Saltzberg.

Set to open on February 7 at Second Stage Theatre, the musical centers on six 12-year-old outsiders who use the spelling bee competition to define themselves. Each child is played by a grown-up actor. "I think it helps to see adults playing kids," says Fogler, who portrays youngster William Barfee. "It makes everyone realize that they're not that far from the kids they once were." Along with their primary roles, most of the cast members play other characters in flashback sequences. According to Saltzberg, whose major role is that of kid speller Logainne Schwartzandgrubenierre, "those moments are really important because you get to see what these children's lives are like outside of the world of the spelling bee." Says Baskin, who plays comfort counselor Mitch Mahoney, one of the adult roles in the show, "It's a good story. We're all of us outcasts, just a little strange in our own way."

The original concept for Spelling Bee is credited to Rebecca Feldman, who directed and performed in a previous incarnation titled C-R-E-P-U-S-C-U-L-E, which ran Off-Off-Broadway in 2002. Three of the current cast members -- Reiss, Fogler, and Saltzberg -- have been part of the project since that time. Playwright Wendy Wasserstein, for whom Saltzberg worked, attended the show and put Feldman in touch with William Finn. After a developmental workshop in February 2004, The 25th Annual Putnam County Spelling Bee premiered at Barrington Stage (in the Berkshires) over the summer to rave reviews. "It has some of the best music Bill Finn has ever written," says Ferguson, who plays speller Leaf Coneybear.

The show's structure includes moments of improvisation as well as audience participation; individuals are brought up on stage to fill out the ranks of the spelling bee competitors. "I hate audience participation," admits Keenan-Bolger, who plays speller Olive Ostrovsky. "I thought this was a horrible idea. But during the first preview [at Barrington Stage], as soon as the volunteers stepped onstage, the audience went crazy. So, I was like, 'Oh, this is a better idea than I originally thought.'"

Reiss, in the role of vice principal Douglas Panch, is the one who actually announces the words that are to be spelled. "Different words are given to the audience participants every night, so the show changes," he explains. "The words aren't chosen by difficulty but by what's funny when." However, he does have a special word reserved to eliminate particularly good audience spellers. "At Barrington," he relates, "there were a few people who came within one letter of it, which was kind of heartbreaking because I wanted them to get it." Reiss says that there's a backup plan in case someone ever does spell the word correctly, but he wouldn't reveal any details.

New to the show for its Second Stage incarnation is director Lapine. "It's great having someone with a fresh perspective," says Ferguson. "He came in seeing where the problem areas were, and he definitely has more ideas than any director I've worked with in a long time." Adds Fogler, "The show's gotten more grounded in reality since the Barrington Stage run, and that's James's stamp on it -- making sure that everything comes from real feelings that these kids would have, rather than just going for the joke."

The only member of the acting ensemble who was not also in the show in the Berkshires is Llana. "It's a really nice gift to be able to come into a cast that was clearly very close and strong in its confidence with each other onstage," says the new kid. Llana plays Chip Tolentino, last year's county champion. "I think there was an idea to put some ethnicity into the part," says the Filipino-American actor, who notes that the name of his character used to be Tripp Barrington. "As an actor, that's the story of my 10-year career. Thinking back to when I was a kid in grade school, everything was about what made you different from everybody else -- and that's what made me different. I think we're all thinking about how our characters are based on what we were like when we were 12."

His castmates concur. "It's fun to go back to that time in your life," says Craig. "You're not really comfortable with yourself physically, and you're trying to balance between what your parents want and peer pressure. It's an awkward time, and its fun to explore that as an actor since you're often not allowed to be awkward on stage." During rehearsals, the company engaged in several activities aimed at recapturing their youth. "We brought in pictures of us when we were 10, 11, 12 years old, and we made a huge collage on the rehearsal room wall," says Howard, who plays host and former Putnam County Spelling Bee champ Rona Lisa Peretti. "It was a nice bonding time."

Because the early workshops of the show included a great deal of improvisation, the actors contributed to the development of their characters. "Rachel [Sheinkin] would grab from each of our individual wells for material," says Fogler. Craig, a three-time spelling bee champ herself, notes that her own experiences gave her insight into the musical's basic setup. "I relate to the pressure of it, and the training," she says. "I remember studying so much and how much work was involved."

The musical appeals to audiences of all ages. Saltzberg, who teaches improv to children, plans on bringing her students to the show. She fondly recalls a time during the Barrington Stage run when a thirtysomething mother was onstage as one of the audience participants, her six-year-old son was sitting in the front row, and behind him was a grandmother in her 70s. "They were all laughing," she says. "To me, it's great that three people of totally different ages could find humor in the same thing."