At the suggestion of a friend who writes for The New Yorker, Lion chose an occasional New Yorker contributor - novelist, playwright, cartoonist and former Saturday Night Live writer, Mark O'Donnell.

Like Shaiman and Wittman, O'Donnell has forged a career out of not fitting in, or, as he has put it, being too funny for the arts crowd and too artsy for the comedy crowd. And, he's experienced some Waters-esque incidents of his own. Take Elementary Education, his offbeat 1985 collection of humorous essays on subjects ranging from sex to "Building the Bomb on a Budget." Somehow the book ended up cataloged as a teacher's guide by the Library of Congress.

Tall, balding, bespectacled and bemused-looking, O'Donnell, 47, joined the Hair- spray team in November 1999, creating a script that went through several staged readings before Lion augmented the team last summer with veteran librettist Thomas Meehan, whose credits include Annie and The Producers.

Meehan, 69, shaggy-haired, affable and slightly rumpled, is an old hand at this type of partnership, having co-written the stage adaptation of The Producers and the screenplays of Spaceballs and To Be or Not to Be with Mel Brooks.

When he works with Brooks, Meehan acknowledges, a large part of his job is reining him in. "Mel's a fount of ideas. What's interesting is that nine of them are lousy, and the 10th is really good. You keep listening to him and saying, 'No, no, no, no, yes, yes, that's good.'"

In contrast, O'Donnell compares the way he and Meehan work to a trip to the optometrist: "Better like this, or better like this?"

"We bounce it back and forth," Meehan says. "We improvise talking, and then when we finally think it's right, then we write it down."

On an April day so unseasonably warm it feels as if a dose of Baltimore summer has drifted up the coast to midtown Manhattan, 100 people gather in a bright, spacious room six floors above 42nd Street. They nibble bagels, drink coffee and greet one another with the happy camaraderie of old friends at a high school reunion.

It's day one of rehearsals. Many of these people have been working on the show since its first staged reading two years ago - and they are positively gleeful to be here. Waters has spruced up his conservative suit with a pair of polka dot socks and hot pink shoes; Fierstein has brought a whoopee cushion; and director Jack O'Brien is wearing a green print sport shirt that dates back to the '60s, when the show takes place.

As the group settles into chairs, producer Lion steps to the front of the room.

"Good morning, Baltimoreans!" she proclaims. A room full of honorary Baltimoreans breaks into laughter. When she introduces Waters, Lion's tone is both cheerful and earnest as she promises, "We are all going to do our best to honor your imagination and your voice."

That's not the only goal, of course. The chief goal is to produce a hit. And in the end, even if Lion has assembled the right cast and creative team - which also includes choreographer Jerry Mitchell and some of Broadway's top designers - there are no guarantees.

No one is more aware of this than Meehan, who would like to work the same kind of magic on Hairspray that he did on The Producers and Annie, two of the biggest hits in Broadway history. In a way, Hairspray can be seen as a combination of those two seemingly disparate shows.

Like The Producers, Hairspray revels in bad taste. And like Annie, Meehan explains, it's about an "outsider who's trying to get on the inside, and she's a young girl. In Annie's case she's an orphan, so that sort of makes her an outcast. [Tracy] is an outcast because of her looks." (The rotund role of Tracy, played by Ricki Lake on film, will be played by Marissa Jaret Winokur on stage.)

When you start comparing Hairspray to Annie, you gain an increased understanding of why Lion believes a John Waters movie can be transformed into a classic Broadway musical, something "celebratory" and "uniquely American."

But can it become the next Producers? Hairspray has generated positive vibes from its first reading in spring 2000 on into its current rehearsal period, but, Meehan says: "You don't know for sure until you play for a live paying audience."

He points to the painful example of Annie 2, the seemingly foolproof sequel to Annie that closed out of town in Washington after 36 performances in 1990. To this day, Meehan describes Annie 2 as "a show that sends chills through me."

The entire time he and his collaborators were working on the sequel and rehearsing it in New York, he says everyone told them, "This is better than Annie. We love this. It's so good, can't miss."

Then that first paying audience showed up at Washington's Kennedy Center. "I knew in about three minutes that the thing was a fiasco. I could feel the reactions, and I could feel the hostility to it," he says.

Annie 2 is one reason Meehan is a firm believer in out-of-town tryouts, which - on a salvageable show - offer the chance for rewrites, prior to Broadway. (Annie 2 was eventually replaced by a more successful sequel called Annie Warbucks.)

Lion, who was a producer on Annie 2, is also a believer in going out of town; she has committed more than $1 million of Hairspray's budget to a three-week tryout in Seattle, beginning May 30. "It's an insurance policy that's worth taking out," she says.

For now, however, all that the cast and creative team can do is rehearse and hope that their dreams will be realized on Aug. 15, when Hairspray opens on Broadway. "I compare it to Beethoven composing when he was deaf. You calculate according to your experience, and the more experience, the more you hope that the little theater inside your skull will correspond to the real one," O'Donnell says.

"But you don't know. It's a calculated guess."

First in an occasional series as Hairspray, the stage musical adapted from John Waters' 1988 movie, spritzes its way from first rehearsal to Broadway.