Everyone has loved Rodgers and Hart's score since the show debuted in 1937. Who wouldn't, with such songs as "My Funny Valentine," "The Lady Is a Tramp," "Johnny One-Note," "I Wish I Were in Love Again," "Where or When?" and, of course, "Babes in Arms." (Well, Hollywood apparently didn't love the score, for all but the last two songs were dropped for the Mickey Rooney-Judy Garland film version, though a smidgen of "Lady" was retained as background music.) But Babes had a book -- also by Rodgers and Hart -- that caused Rodgers some embarrassment as time went on for it was about a group of kids who wanted to put on a show but found that their financial backer did not want black kids in the cast. (This was not an issue in the much-changed 1939 movie.) So, in the '50s, Rodgers commissioned TV writer George Oppenheimer to rewrite the book -- and the updated, set-in-the-then-present result turned out to be more embarrassing, though in a different way. Now the "Hey, kids, let's put on a show!" theme was milked for every possible cliché in the hope that it would be charming. (It wasn't.)

DiPietro goes for the "Let's put on a show!" conceit, too, but treats it far more realistically. He returns the action to 1937 and goes back to the original idea that Valentine LaMar and his friends in Seaport are left behind as their vaudevillian parents go on the road. As a result, Sheriff Reynolds wants to put them all in a work camp. ("That's what happens when show business people marry," snarls Reynolds with a thumb thrust toward the kids, his tone filled with the same type of judgment he'd use if he were talking about in-breds.) But the sheriff's daughter wants to be in Val's show and he can't bear to deny his baby what she wants, so he reluctantly cuts the kids some slack.

Val is relieved because, by now, he's found his leading lady, Billie Smith -- who, after all, was in the DeMille spectacular The Ten Commandments in 1923. Granted, she was one of the umpteen thousand extras, but that's more professional experience than Val's ever had, so he'll make her his star in "The only kind of show there is: musical comedy!" Yes, Val means business -- show business, that is. "We've got youth!" He cries. "We've got spirit! And there's nothing better than that!" (Which nobody can deny.) So, with all of the sweeping ambition and nothing-can-stop-us-now qualities found in youth, he decides to mount The History of the World in Song and Dance. And who'll write the songs that makes the whole cast sing? Why, Dick and Larry, of course.

Of course, as in the movie, Val strips Billie of the lead once he meets Baby Rose, the former child star who's "between pictures" and happens to be in the neighborhood. But that's not the only problem facing our intrepid producer, as DiPietro gives this Babes the bite of the original: Sheriff Reynolds, not happy that his daughter is interacting with blacks, uses a legal loophole that keeps the kids from using the theater. This actually gets Val to say, "Gosh, I wish my folks were here." But he eventually comes to the conclusion that "sometimes there are more important things than a show," leading to a defiant first-act curtain.

I probably don't need to tell you that it all works out; but I do need to tell you it all works out convincingly, even if the kids have to take their show to a barn. There's a funny plot twist about Mabel's show biz connections that leads to the most satisfying book setup for "The Lady Is a Tramp" that Babes in Arms has ever enjoyed. Marie Lillo tore down the house with the standard, and the encore, which was always part of the song, was nevertheless something she truly earned. There's an even funnier plot twist involving the other grown-up, Sheriff Reynolds, that's totally believable, partly because Kenneth Kantor knows precisely how to play it without tipping his hand (or his voice).

DiPietro isn't above making this script a funny valentine of another sort -- one to musicals -- as he begs, borrows, or steals lines from such shows as Pal Joey, Gypsy, Dolly, La Mancha, Annie, and The Sound of Music. Also, one of the kids suggests they do a show about a barber who slits people's throats out of revenge; when Val tells him that won't fly, he comes back with a plot wherein a homely girl harasses a handsome young man to love her and, when he does, she dies. The person who suggests all this to Val is, fittingly enough, named Steve; the actor playing him, Tim Federle, is superb.

But all the kids are wonderful, whether they be 14 (one is) or 26 (a few are). Val, in one of DiPietro's most heartfelt pieces of dialogue, calls them "the best damn bunch of kids in the world -- ever," and he'll get no argument from me. But I hope that Val is including himself in the mix given Bradford Anderson's thoroughly engaging performance, not to mention the charmingly savvy way he uses his ample mop of hair. Anderson and everyone else knows how to play theatrical amateurs -- not only with youth and spirit, but also with sincerity and ambition -- and, in the process, prove what pros they really are. Director Greg Ganakas has led them splendidly, and choreographer Randy Skinner -- the tap genius behind 42nd Street, both in 1980 and now (for Gower Champion wasn't a tap expert, was he?) -- got all 14 to synchronize their steps.

For all the talk about youth and spirit, old age and experience are important components in making Val LaMar's Jubilee a success -- and the same goes for Babes in Arms. While watching it all come together, I thought of the old Ed Sullivan Show, for that TV perennial was said to be successful because it offered something not only for the adults but also for the kids. So does DiPietro, giving both his youngsters and his grown-ups their own moments to shine. That allows audience members of each generation to root for their own -- and the other age group, too.

I wish New York had a real barn where these splendid performers could come and purvey their substantial wares. But I'll take this Babes in Arms in a conventional Broadway house, too.

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[To contact Peter Filichia directly, e-mail him at pfilichia@aol.com]