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It all began, says William Finn, because his friend Wendy Wasserstein went to see her weekend nanny, an actress named Sarah Saltzberg, in an off off-Off-Broadway show downtown by a company called The Farm. The show, an improvisation really, was called C-R-E-P-U-S-C-U-L-E, and the dashes are in there because the improv, conceived by Farm founder and director Rebecca Feldman, took the form of a spelling bee.

Wasserstein sent a videotape of it to Finn, the composer-writer-lyricist winner of two Tony Awards for Falsettos, who forthwith called up Rebecca Feldman to invite her for a chalk talk over the weekend. What was needed, they agreed, was more words — and a lot more music.

Finn called up a budding playwright named Rachel Sheinkin, who had been a student of his at NYU. "Perverse, but very talented," he says. Well, he says it right in front of her, during a double-interview at Second Stage, where the product of their efforts has blossomed into a show called The 25th Annual Putnam County Spelling Bee.

The spelling bee is presided over by Douglas Panch (actor Jay Reiss), vice principal of Lake Hemingway-Dos Passos Junior High ("Dos Passos is one of my favorite writers," says Finn), and the contestants are kids with names like Leaf Coneybear (Jesse Tyler Ferguson), Marcy Park (Deborah S. Craig), Chip Tolontino (Jose Llana), William Barfee (Dan Fogler) and Logan Schwartzandgrubeniere (Wendy Wasserstein's aforementioned weekend nanny, Sarah Saltzberg). It is Chip Tolontino, last year's spelling-bee runner up, who is blessed with one of the funniest songs, "My Unfortunate Erection." It was also one of the latest to be written, Finn declares. "I've never had that problem directly," remarks Ms. Sheinkin. "But it was her idea," says her NYU professor.

The word that, spelled correctly, produces a winner and the winning speller are... not going to be mentioned here, since that's part of the fun. It can be said that the paean of song celebrating the victor's triumph is "spectacular," according to Finn, "thanks to the arrangement by Carmen Dean — another student of mine at NYU."

Ancient question: Which comes first, Mr. Finn, the words or the music?

"I have no idea."

"But once you started, it came fast," says his collaborator.

"It's funny," says Bill Finn. "The three best things I've written — Falsettos, Elegies and this show — sound completely different, but you can tell I wrote all three. This last one is light and funny, terribly different."

"And a little dark, too," says Rachel Sheinkin. They teach that kind of stuff at the Lake Hemingway-Dos Passos Junior High School.