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Some of the most elegant, panache-filled numbers in the American Songbook — including "By Myself," "Dancing in the Dark" and "I Guess I'll Have to Change My Plan" — were written on the sly between court cases and Greta Garbo publicity snafus. The composer was Arthur Schwartz, the lyricist was Howard Dietz, and unlike the big guns of Tin Pan Alley, songwriting was something of an avocation for them. Schwartz had a day job as a lawyer (he eventually became a film producer and a full-time composer), and Dietz worked as the head of publicity at MGM.

Still, songs kept suggesting themselves. While preparing for the bar exam, Schwartz found himself whistling an infectious melody that, years later, turned into "A Shine on Your Shoes." As for Dietz, MGM stockholders tended to blame his musical hobby whenever an MGM movie didn't do as well as expected. Director Ernst Lubitsch once quipped, "Dietz is a man who writes shows on MGM stationery."

Actually, he was more likely to have written them on hotel stationery. When they were working on musicals, Dietz and Schwartz checked into hotels and wrote their songs in delirious all-nighters. "We worked on borrowed time waiting for the manager to knock at the door," said Dietz, who claimed that their song "I Love Louisa" was named after a Hotel St. Moritz chambermaid who'd complimented their work.

At first, both men had trouble fitting into the insular, elitist New York theatre of the 1920s, in the days when the Algonquin Round Table roosted supreme, critics wore flowing inverness capes, and at least one producer rode around town in a custom-made wickerwork Rolls Royce. "Although I rubbed elbows with the famous wits and playwrights, they didn't rub elbows with me," Dietz wrote in his memoir "Dancing in the Dark." "I was regarded as a publicity man, not as a creative artist. It was a frustrating relationship." Perhaps in an effort to prove themselves, Dietz and Schwartz wrote shows that were deeply odd and experimental — like the 1937 bigamy musical Between the Devil, and their 1931 magnum opus The Band Wagon, a "deconstruction" of traditional revues that starred Fred and Adele Astaire and began with the actors sitting onstage in theatre seats, attended by faux ushers and complaining of the show to come, "It Better Be Good." The sketches and songs that followed — co-written by rapier wit George S. Kaufman — all took place on an enormous turntable and prompted Alan Jay Lerner to call The Band Wagon "the most enchanting revue ever produced." Brooks Atkinson predicted that the show would "begin a new era in the artistry of the American revue. When writers discover light humors of that sort in the phantasmagoria of American life, the stock market will rise spontaneously, the racketeers will all be retired or dead, and the perfect state will be here."

The American revue, of course, was a few years away from dying — which is partly why Dietz and Schwartz's hugely popular shows have never been revived. (The last New York run of a Dietz & Schwartz show was in 1972, and it closed after four performances.) "Their fame came from revues," explains Douglas Carter Beane, librettist of the Encores! Special Event presentation of The Band Wagon. "Which is an art form that is gone. We don't get it, and we don't understand it. It's hard for us to understand what those novelty in-one numbers were like."

The chief reason that their songbook has survived is probably the 1953 film version of The Band Wagon, which The New York Times calls "one of the best musical films ever made." In 1952, MGM producer Arthur Freed was fresh off the success of "Singin' in the Rain," which had plundered his own song catalogue. He told Dietz, "I want to do a picture with your songs!" Singin' screenwriters Betty Comden and Adolph Green were enlisted to write a script, Vincente Minnelli was signed to direct and Fred Astaire to star.

During weeks of story conferences, the topic kept drifting to everyone's experiences in the theatre, so Comden and Green turned "The Band Wagon" into a backstage romp about a washed-up Hollywood star, Tony Hunter, who returns to Broadway and learns to abandon the pretense of "art" in favor of razzle-dazzle showmanship. Comden and Green even threw in parodies of themselves in the form of songwriting team Lester and Lily Martin.

However, Comden and Green's contract expired midway through production, and after they left Hollywood several of the darker undertones in their screenplay (Lester's alcoholism, Lily's feelings for Tony Hunter) were cut. And because Hollywood was still mired in the Production Code, Dietz's lyrics were carefully declawed — like "Triplets," a zany novelty number about murderous toddlers, and "I Guess I'll Have to Change My Plan," an urbane stream-of-consciousness song in which a man learns that his beloved is married but decides to go through with it anyway, reasoning that he's already bought the "blue pajamas."

Douglas Carter Beane has been toying with adapting "The Band Wagon" for the stage since 2002. "I looked at the original sheet music," he says, "and was taken with how the theatre lyrics were so much saucier and dirtier and double entendre-filled than the film lyrics." He decided to use them, along with newly discovered lyrics to "That's Entertainment."

Beane knew Comden and Green socially, and he sees the show as a tribute to their "fun sophistication, which was a nice place for me to go and dwell. The Band Wagon is my way of saying to people who are 19, 20, 21: 'These are who these people are. Aren't they kind of terrific? Wasn't the world a better place when these movies were made?'" The MGM gestalt is also what attracted Tony Award-winning director and choreographer Kathleen Marshall (Wonderful Town, Anything Goes) to the project. "I was growing up when the 'That's Entertainment' movies came out," she says, "and they had a huge influence on me."

"Kathleen can do anything, but the musicals of the forties and fifties really resonate with her, and that love comes across in what she does," says Tony Award winner Brian Stokes Mitchell, who was handpicked by Marshall to play Tony Hunter. ("I thought, you need a Broadway star to play a Broadway star," she laughs.) After ascending to fame in shows like Ragtime and Kiss Me, Kate, Mitchell took a break from Broadway musicals a decade ago after his son was born. In recent years he has largely done albums and solo concerts.

"'By Myself' is my favorite song, maybe, in the show," Mitchell says. "It's about being by yourself, and I've felt a lot like a loner in my life. I tend to be an autodidact, and I haven't relied on a lot of other people to pull me along. It's just the way I'm wired. But, of course, the world is not about being by yourself. The world is about living with other people in the world, and dealing with them."

For both Mitchell and his character, then, The Band Wagon is about returning to the hectic, collaborative world of musical theatre. The Encores! Special Event — which stars Michael McKean, Tony Sheldon, and Laura Osnes — also marks the return to the New York stage of seven-time Emmy Award winner Tracey Ullman. "We know her as an actress and a comedienne, but she's also a wonderful musical theatre performer," says Marshall, who directed Ullman in the 2005 TV movie "Once Upon a Mattress." "I think her humor and her heart are kind of perfect for Lily."

Beane is particularly excited to see her perform "the sort of Party with Comden and Green number I've created, where Lily and Lester pitch the entire musical and do snippets of all the songs. It's a tour de force for the sublime Tracey Ullman — she can just pull up to the scenery with a fork and a knife, and bon appétit."

(Matt Weinstock writes for The Shrine, New York City Center's backstage blog.)