Marvin Hamlisch is not a "cookie filled with arsenic," to quote

one of the million quotable lines in Sweet

Smell of Success , the noir musical he's adapted from the 1957 movie. He's

more like a cookie filled with Oreo cream.

Double stuff me, Sidney.

When Marvin Hamlisch was 16, he wrote a Top Ten hit song,

"Sunshine, Lollipops and Rainbows," for Lesley Gore. Thirteen years later, in

his first attempt at a Broadway show, he wrote A Chorus Line and won a Pulitzer Prize and a Tony Award. That was

two years after he won three Oscars for The

Sting and The Way We Were .

Like most prodigies, Mr. Hamlisch is conditioned to show off.

He's not embarrassed by big, extravagant, virtuosic melodies. And like Mr.

Hamlisch's nicely cushioned physical appearance, his music feels easy and

comfortable. You feel that if you sat on his lap, you'd have a happy seat; the

same with his tunes.

It's a refreshing trait for a composer to have in this era of new

musicals that try to conceal the very showiness that makes theater.

It also makes Mr. Hamlisch an interesting composer for the dark,

jagged story of J.J. Hunsecker's seedy gossip underworld in Sweet Smell of Success , the adaptation

of the Ernest Lehman– Clifford Odets–Alexander Mackendrick film that starred

its producer, Burt Lancaster, and flopped in 1957, but developed a second life

as a classic noir ode to "21" and reference point to the life and career of

Walter Winchell, whom it effectively buried.

The musical, with music by Mr. Hamlisch and lyrics by Craig

Carnelia, opens, March 14, at the Martin Beck Theatre on West 45th Street.

Like his best music, Mr. Hamlisch is unapologetically broad and

open. He tells old theater stories that start, "And then Liza told me, 'Marvin

…. '" He makes puns. Liz Smith called Mr. Hamlisch "Seinfeld with a baton." His

speech is theatrical, like the way he says "thrilling"-a word he seems to like

particularly-as a three-syllable utterance, " tha-rill-ing ."

Now Marvin Hamlisch is 57 and

living with his wife, Terre, in Manhattan. He's spent most of his professional

life in Hollywood scoring films or conducting pops orchestras in Pittsburgh and

Washington, D.C. It's been nine years since Mr. Hamlisch wrote a Broadway show,

the adaptation of another film, Neil Simon's The Goodbye Girl .

"I would have loved to have written something serious," Mr.

Hamlisch said recently in his Park Avenue apartment, dressed in a blue gingham

shirt and khakis, and wearing a watch with a bright red wristband. Next to him

was a small table covered in glass-menagerie pianos. He was not wrapped in

thought like some neurotic artiste, but like the showman he is, pitching his

latest work.

"But the only things coming on my desk were funny things," he

continued. "I really wanted to do something gritty. In the last 20 years, you

get the sense that by 'musical,' we mean musical comedy. But there's musical

comedy, and there are musicals. Musicals can be serious, too."

"I was intrigued and thrilled about working with John Guare," he

said. "And then I was thrilled, absolutely thrilled to be working with Nick

Hytner. And though I didn't know Craig Carnelia, it was wonderful working with

him. So it's been a wonderful process."

Wonderful! And thrilling. And strangely not banal.

Sweet Smell of Success

has two musical languages, the lush romantic language of the love story between

a piano player named Dallas and J.J. Hunsecker's sister Susan-a plot line that

playwright John Guare has modified slightly from the original movie script-and

the gritty vaudevillian language of Hunsecker's gossip empire.

As he has in most of his career, Mr. Hamlisch seems coziest in

the romantic language, typified by numbers like "I Cannot Hear the City,"

Dallas' jazzy torch song, and the show's big love ballad, "Don't Know Where You

Leave Off," sung by Dallas and Susan. This is the number that reminds the

audience of Mr. Hamlisch's real strength as a composer, which is what you might

call the neurotic love ballad (as in "What I Did For Love" from A Chorus Line --or even, if you really

think about it, "The Way We Were"). On the other hand, when Mr. Hamlisch turns

to the darker themes in the score, like the frantic "I Could Get You in J.J.",

a Kurt Weill–ish number sung by a desperate chorus of press agents, he becomes

somewhat more off-the-rack.

Like A Chorus Line , Sweet Smell of Success explores the

underbelly of the grit beneath the glamour, though unlike A Chorus Line , Sweet Smell

provides the audience with no redemption. There is no show-stopper, no big

Broadway number of the kind that every songwriter wants to write. (As in "BUM , They're playing OUR SONG / Bah-bah-bah-BUM , They're playing OUR

SONG" from his 1980 hit show with Carole Bayer Sager, They're Playing Our Song .) But like any good Broadway composer, Mr.

Hamlisch has humbled himself for the sake of the book.

"You have to be true to the material," he said. "If a story

suggests a show-topper, then you write one. But this is all one piece.

Sometimes a great ending can be in the cumulative effect. The cumulative effect

of West Side Story is beautiful, and

they're all dead."

Mr. Hamlisch grew up on West 81st Street, the son of an

accordion-playing father. At Juilliard, which he entered at age 6, he was

gunning to be the next Horowitz. But then, at age 13, it happened: Mr. Hamlisch

attended his very first Judy Garland concert. "That was it ," Mr. Hamlisch said. "I heard her sing 'San Francisco' and I

went, 'I gotta get into this business.'"

He attended the Professional Children's School on West 60th

Street. Surrounded by precocious showbiz talent, Mr. Hamlisch thrived. He wrote

hit songs; his best friend dated Liza Minnelli. "We were all a troupe

together," he said. "We had all these child stars, and I would write school

shows for them."

It hardly mattered that rock

'n' roll was just taking off; Mr. Hamlisch was tuned into something different.

"There were two rock stations in those days, but there was another station that

played just shows," he said. "I listened to that. Damn Yankees , Pajama Game --they

had a tremendous effect on me." He saw Gypsy

eight times. "I couldn't get enough of it," he said. "Wow! I just loved shows.

I loved the anticipation of an audience. When you see 'Whatever Lola Wants,

Lola Gets' and all the sudden this dance would come, and all the sudden you go

'Oh, my God!'-and the next thing you know, you'd be clapping like a crazy

person. You just can't get that on a three-minute record, and you don't really

stand up and cheer in a movie. Well, you do in your soul; when you see Singin' in the Rain , you go

'clap-clap-clap' inside."

Mr. Hamlisch graduated Juilliard and got a job as assistant vocal

arranger for composer Jule Styne's Funny

Girl , starring Barbra Streisand. Playing piano at a party, he caught the

attention of producer Sam Spiegel and got his first assignment: to score a

film, The Swimmer , Frank Perry's

adaptation of the John Cheever short story. From there he wrote the music for

two of Woody Allen's early movies, Take

the Money and Run and Bananas .

Then came The Way We Were and the

inevitable "The Way We Were" ("Memmm-ries … "), sung by Barbra Streisand. Then The Sting , for which he rearranged Scott

Joplin's rags despite the film's anachronistic time period (1936) and helped to

restore the ragtime composer's popularity. Both films won him Oscars.

Called back to New York by choreographer Michael Bennett, Mr.

Hamlisch wrote the music for A Chorus

Line , a paradigmatic show about aspiring dancers waiting for that one big

chance. A Chorus Line started at the

Public Theater and, with its pared-down aesthetics, seemed to draw strength

from its rejection of showy sets and costumes. It was held together by Mr.

Hamlisch's deceptively simple score. And when the show needed a show-stopper,

Mr. Hamlisch produced one, the Musical Hall of Fame number "One." ("One!

Singular sensation, every little step that you take / One…. ")

But Mr. Hamlisch seemed more beguiled by Hollywood than Broadway.

After A Chorus Line , he scored 30

more films. He was hot. He made appearances on The Tonight Show with Johnny Carson .

In 1975, while living in Los

Angeles, Mr. Hamlisch was paid a visit by Groucho Marx's secretary. "She taps

on the window, and she says she thinks it's good for him that maybe he should

have someone come and play some of his songs," Mr. Hamlisch recalled. "You

know, he was really going into his old age. So I went over, and there he was.

Very funny with the cigar, the whole thing, whatever. They had the sheet music,

and I played his songs and he sang."

Groucho Marx liked the

exchange so much that he kept Mr. Hamlisch on to play at his parties. Then he

seemed to enjoy himself so much that it was decided there should be a tour.

"They were doing this to, quote, 'keep him young, keep him going,'" Mr.

Hamlisch said. "Because basically he was just in a big house and falling away

by himself."

Groucho and Mr. Hamlisch toured the country, appearing at

colleges-"He came alive. All the girls wanted to touch him," Mr. Hamlisch

said-and finally Carnegie Hall. "He would say to me, 'I just bought an anklet

for my girlfriend.' And I would go, 'What did it say?' and he would say,

'Heaven's above.' Like that. Ba- dum -bum.

But he would remember every lyric. He would do 'Lydia'-and you know 'Lydia,'

that's like a seven-page song-and he never forgot the lyrics."

Sweet Smell of Success

is Mr. Hamlisch's first musical since The

Goodbye Girl in 1993. He said he'd sifted through a lot of material before

becoming entranced by the motif of New York noir. "What attracted me was the

language, the musical language of the 1950's," he said. "The jazz, the

bands-and New York at that time is so gritty."

Now he's writing music for

Nora Ephron's first play ("a show with songs"), Imaginary Friends , about a fictional meeting between Lillian

Hellman and Mary McCarthy. And he's negotiating a possible deal to compose a

musical version of Woody Allen's Bullets

Over Broadway with his Sweet Smell

lyricist, Mr. Carnelia. "I love it," Mr. Hamlisch said. "It's a bug, and I've

got it. When I see a really good musical or a really great show, I am just tha-rilled ."