Shaping this latest version of the developing show by composer Henry Krieger and lyricist Bill Russell is John Rando (Urinetown), overseeing a cast that includes Marcy Harriell (Little Fish, Rent) as Serena; Stephen DeRosa (Into the Woods) as King/Cop/Thomas Turkey/Armand Delo/Georgio Grouse; J. Elaine Marcos as Mildred Mallard/Daphne Duck/Pig #3/Stylist/Verblinka/Darlene; David McDonald as Wolf/Charlie Crowe; Mary Beth Peil (Nine) as Mrs. Mallard/Galinda/Queen/Leda; J. Robert Spencer as Drake/Rooster Bob; Andre Ward as Carl Coyote/Free Range Chicken/Pig #2/Reporter; Todd Weeks as Clem Coyote/Free Range Chicken/Mr. Baa/Pig #1/Reporter #2; and J.B. Wing as Millicent Mallard/Sally Storkola/Wren/Makeup Artist/Ruta/Chicken Little/Lisa.

Performances play San Diego's Old Globe July 10-Aug. 15. Krieger and Russell previously collaborated on Side Show for Broadway. Krieger may be best known for his score to the musical, Dreamgirls. The Lucky Duck libretto is by Russell and Jeffrey Hatcher (Never Gonna Dance, Scotland Road, Three Viewings, Tuesdays With Morrie).

Old Globe bills the musical show as "an uproarious new adaptation of 'The Ugly Duckling.' This rollicking production follows homely songbird Serena from her fowl days of barnyard mockery to her triumphant success as a supermodel swan. Viewed as an odd duck by her family, Serena flees the farm to seek her special destiny in the big city. With the help of some unexpected animal allies, she soon comes out of her shell, and decked out in high fashion feathers, she enters a national singing contest with her heart set on the championship and a date with the prince! As her journey progresses, she discovers that beauty is only feather deep, and she must find her own voice to succeed."

Although not inappropriate for family audiences, the show is "aimed at adult audiences and features a hot pop score...filled with R&B, gospel and plenty of Broadway style showstoppers."

The creative team includes Rob Odorisio (scenic designer); Gregg Barnes (costume designer); Michael Gilliam (lighting designer); Paul Peterson (sound designer); Casey Nicholaw (choreographer); Sam Davis (music director); Harold Wheeler (orchestrations); Julie Baldauff (stage manager). Russell told Playbill On-Line March 15 "at least" one-third of the show is new, particularly in the second act. The changes were prompted by Rando's participation over the last year. The musical's previous title was Everything's Ducky.

Russell said, "When I saw Urinetown Off Broadway [in spring 2001] I went home and called Henry and said, 'We have got to get this director for this show.' It took a while..."

The changes include new songs, revised songs and the cutting of songs, plus new scene work. The writers strengthened the characters and story, Russell said. Rando has already directed a reading of Lucky Duck.

"In the process of writing this, the world changed a lot, especially because of 9/11, and the new version reflects that," Russell said.

It's still about "the ugly who transforms into the swan, who becomes the hottest supermodel in the kingdom — and then the world falls apart," Russell said, adding that references to 9/11 are not overt.

Although inspired by the Hans Christian Andersen story, "The Ugly Duckling," Lucky Duck is all original.

Russell always wondered of the original fairy tale, "What happened after the swan blossomed?"

Russell explained, "The whole idea of becoming beautiful and being celebrated for that is the flip side of being ugly: You're still defined by your looks. Wanting to be beautiful and famous are narcissistic concerns and our characters find they have to engage in the world a little more — because if they don't, it won't matter if they're beautiful."

Since the 2000 world premiere of Everything's Ducky at TheatreWorks in Palo Alto, CA, the show was seen in a slightly revised form in a three-city co production by LaMirada Theatre, Cincinnati Playhouse in the Park and Repertory Theatre of St. Louis.

A production was also licensed for performance at Northlight Theatre in Skokie, IL.

"It's about acquiring self-esteem, taking each day with a plucky attitude, and not letting anyone make you feel like you aren't good enough," Krieger, who also wrote tunes to Dreamgirls, said in earlier production notes.

Tickets for Lucky Duck and subscriptions for The Old Globe's 2004 Summer Festival, including The Intelligent Design of Jenny Chow in the Cassius Carter Centre Stage (June 12-July 18) and the Summer Shakespeare Festival, including Antony and Cleopatra, As You Like It and The Two Noble Kinsmen playing in repertory in the Lowell Davies Festival Theatre (June 25- Oct. 3), are available by calling (619) 23-GLOBE or visiting www.theoldglobe.org.