"Somebody once told me that all the really good musicals invite the audience into a different world," says playwright-lyricist Willie Reale. With Quark Victory, which runs from July 22-31 at the Williamstown Theatre Festival in Williamstown, Massachusetts, Reale takes those words to heart, inviting the audience into the very different and very small world of particle physics.

Created by Reale and his composer brother Robert, Quark Victory centers around a teenage girl named Samantha (Jessica Boevers) who takes an amazing journey into the nucleus of an atom. "When I read the script, I saw a lot of things that I'd learned in high school about electrons, protons and neutrons," says Karen Ziemba, who plays Samantha's mom Penelope. "But some of the stuff I had not read about -- quarks and neutrinos and some of the other physics terms. I actually learned a lot from reading the script."

Protons and neutrinos aren't usually the stuff that musical theatre is made of, but Reale says he's always been interested in the sub-atomic scene. "We have another brother who is a mechanical engineer, and he and I have always discussed particle physics," says the playwright with a smile. "By that, I mean that he would explain particle physics and I would say, `Wow.'"

From those discussions, he and Robert came up with the germ of the idea for Victory over ten years ago. At the time, Willie Reale was artistic director of the 52nd Street Project -- a theatre group for New York kids that he also founded. Since an inner-space musical seemed ideal for the young company, the brothers made haste in creating one. "We wrote [Quark Victory] in two months," remembers Reale, who has collaborated on five musicals with his brother and is currently at work on a sixth. "We did it at the Lambs' Theater in New York in 1989 with the kids from the 52nd Street project and six adult actors who were volunteers."

The volunteer stage manager, Michael Ritchie, "loved the score," Reale recalls. And ten years later, as producer of the Williamstown Theater Festival, Ritchie was still humming tunes from Victory: "He called me in January, and said, `You know what, Will? I've been listening to this tape every week for ten years. There's something to it. Do you guys want to rewrite it and do it at Williamstown?'" Though the brothers took Ritchie up on his offer, they knew they had their work cut out for them. "I looked at it, and it needed a lot of work," Willie Reale admits. "You cannot write a musical in two months. It is not possible. So, there were some real problems, but there were also some things in the story and the score that I really liked. So, we set out over the past five or six months to renovate it."

That renovation continued well into rehearsals. During their first two weeks in Williamstown, the brothers wrote two new songs and workshopped the show extensively. "One of the numbers we knew we had to put in because we needed a big number for the bad guy to sing," explains Robert Reale. "The other was something that we'd written ten years ago. We spent two weeks of rehearsal and saw it in the run-through and said, `This isn't funny. We've got to lose it.' So, we wrote another one that night and plugged it in a day later." How were they able to write the songs so quickly? "Well, fear is the great motivator," he laughs.

Willie had his own fears as far as the script was concerned. "This play was written for a specific group of kids," he explains. "It was written around their liabilities and their assets. There was one song, and I was thinking, `Why is this character singing this song? It really belongs to that character.' And then I remembered that the kid was absent that day, and there wasn't enough time to teach her a new song, so I just gave it to the kid next to her. There were all kinds of idiosyncrasies in the script that we needed to fix. And, in addition, over the past ten years, we've gotten better at writing musicals. Our standards have been raised as a result of our experience together."

Fortunately, Robert points out, "we've had tremendous resources here in Williamstown." Those resources include a highly professional cast and crew. Director Jonathan Bernstein served as associate director on Chicago, supervising both the Broadway production and two national touring companies. "In addition to being really smart and really young and really talented, he's wonderfully gentle with the actors," observes Willie Reale. "They love him."

Ziemba, who was in the Broadway production of Chicago, concurs: "He's a wonderful man. I really wanted to work with Jonathan a lot because I liked him so much when I worked with him on Chicago."

Of course, the chance to work with Bernstein wasn't the only reason why Ziemba took the part. There was also the script. Quarks and neutrinos aside, the actress says audiences can learn a lot from Quark Victory. "We were doing a rehearsal," she recalls. "There was a mother and father and a little girl that had gone to Mass MoCA, where our theatre is stationed, and they stuck their noses in our rehearsal room. We asked if they would like to sit down, because there were some chairs available. And they watched the whole second act. The little girl was riveted, and the parents also related to it. It was wonderful to see their faces. After we were through, the mother said, "I'm so happy we found you.

"It's really a great family musical. It teaches a lot about science, but there are also universal themes. It says a lot about how we all effect each other."

-- Alison Sloane Gaylin