In association with Andrew Lloyd Webber, who is hands on in the development of this new non-Equity American tour, Troika Entertainment is launching the fantastical show at the Grand Hotel and Casino in Biloxi, MS, April 1-27, 2003, prior to a national tour that begins at the Hobby Center in Houston, May 2-25.

As previously reported by Playbill On-Line, the show still includes actors on roller-skates (playing locomotives and train cars in a wild cross-continental race) but will now have the added element of 3-D film sequences that expand the story beyond the proscenium.

Composer Lloyd Webber (The Phantom of the Opera, Cats) created the show as a kind of gift to his children, and the work kept expanding until it opened in London as a mega-musical. Its 17-year run in the West End ended Jan. 12, 2002. Over the years, the show got a Broadway production, a U.S. tour, a sitdown in Las Vegas and it continues in Germany.

Most of the U.S. hasn't seen the technically-complicated show since its tour 10 years ago. Yazbek and Lloyd Webber are reconceiving some of the songs and the script, Troika cproducer Randy Buck told Playbill On-Line Dec. 30. U.S. based Buck said a deal is in the works to possibly send the show on a tour of England, as well. Troika has found a way to make the physical staging lean enough to tour profitably. In its initial Equity tour, the load-in and load out was complicated and costly, he said. The Troika show can "install in a day and a half, with a load out of six hours," Buck said.

John Napier designs (as he did the original show). His son, Julian Napier, directed the film sequences. Arlene Phillips (Saturday Night Fever and the original Starlight choreographer) directs and choreographs the tour. Starlight Express will play 2003 dates in Atlanta, Chicago, Green Bay, WI, Minneapolis, Kansas City, and Dallas, continuing on.

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Buck, chief operating officer of Troika, told Playbill On Line the narrative will include pre-filmed 3-D racing sequences in which the characters are seen speeding, crashing and aiming toward the finish line in the musical fantasy. The audience will be wearing 3-D glasses for the film sections.

"We're going to take the show one step further...[and] make the races happen exclusively on film, a play within a play," Buck explained. He said the love story and the score are solid, but "where the productions have historically laid an egg are in the races, [which look like] roller derby with people elbowing each other." The new 3-D sequences will move the show forward and expand the action beyond the confines of the proscenium without literally breaking the fourth wall.

The rehearsal period will be about 12 weeks, Buck said, beginning in January. "First we have to teach everyone how to skate," he said. "We hire singers, dancers and actors and we teach them."

Phillips (Saturday Night Fever) will direct and choreograph; she choreographed the original under director Trevor Nunn.

The all-new physical production is designed by the original London production's John Napier (Cats), who is not using a passerelle (ramp into the audience) as he did on Broadway and on tour (necessitating the removal of seats and sometimes resulting in actors wheeling and tumbling into the crowd).

Troika produced a Las Vegas production of the show and is retaining the $1 million costumes for the upcoming tour. The Equity Vegas staging at the Hilton started in 1992 and ran four years.

The popular London production opened in 1984 and ran an astounding 18 years to Jan. 12, 2002. Director Phillips, Yazbek and Lloyd Webber will pull elements of the original script, the German script and the Vegas script to come up with a hybrid version. The score will remain the same mix of upbeat hyper-pop and pastiche tunes, with songs ranging from proto-hip-hop to country to rock 'n' roll to traditional Broadway ballad. Among the characters are Dinah the Dining Car, Buffy the Buffet Car, Ashley the Smoking Car, Greaseball, Electra, Poppa and Rusty, to say nothing of Dustin, Rocky, Prince, Espresso, Canuck, Nintendo and Cezar.

Earlier in 2002, Buck said the score, with lyrics by Richard Stilgoe and Peter Reeves, would not be tampered with, and said at the time he was hopeful that perhaps Lloyd Webber might consent to adding a new song to the show.

The show was first conceived in 1975 as "a sort of Cinderella story which I hoped would become an animated movie," Lloyd Webber said in the past. "The project never got off the ground. Then, in 1983, I wrote it for my children, Imogen and Nicholas, and that version opened on the London stage in March 1984."

Jane Krakowski and Andrea McArdle appeared in the Broadway staging, as did Joey McKneely. The show is a fantasy about a boy's train coming alive in his imagination. In 1997, a version of the show was staged on ice, by producer Kenneth Feld. The score is preserved on a London cast album.