Richard Maltby Jr. loves words. Engage him in conversation and watch how he stops, ponders, then carefully settles on just the right phrase to describe a person or feeling. Try tackling the fiendishly clever crossword puzzles he contributes to Harper's magazine. Better yet, consider this spare yet telling lyric he penned for a song called "One of the Good Guys," a portrait of the hard-working, faithful family man beset by occasional fantasy and doubt:

Just between good guys

It's not which road you take

Which life you pick to live in

Whichever choice you make

The longing is a given

And that's what brings the ache

That only the good guys know.

"As with all simple things, these lines are the result of an elaborate, churning process," Maltby explains. He is perched in the balcony of Arena Stage's Kreeger Theater, midway through a rehearsal of "Closer Than Ever," the third in a series of trenchant musical revues -- "Starting Here, Starting Now" and "Baby" are the others -- he's created with his longtime collaborator, composer David Shire. "You don't have the feeling that the rhyme is forced. The rhymes are there because they're satisfying -- but you never feel them showing off. Of course, that's the ultimate kind of showing off."

A big, bespectacled man with a warm smile, Maltby, 52, has contributed his linguistic and directorial gifts to some wildly different theatrical projects. He won the 1978 Tony Award as Best Director of a Musical for having conceived and directed "Ain't Misbehavin'." He describes himself as the "only Benedict Arnold" to take part in the British invasion of the American theater: In 1985, he served as co-adaptor and director of Andrew Lloyd Webber's "Song and Dance" for the Broadway stage, and he co-wrote the lyrics for the West End hit "Miss Saigon." He is currently collaborating with Arthur Laurents and Charles Strouse on "Nick and Nora," a musical based on the characters in "The Thin Man," which is headed for Broadway this spring. And then there is "Closer Than Ever" -- running at the Kreeger through Sept. 29 -- a chamber-sized reflection on infidelity, fitness, aging parents and career-vs.-motherhood from an urban, liberal, comfortably middle-class perspective.

What is the glue that binds Fats Waller and Vietnam and Nick and Nora and baby boomers together?

"It's all storytelling," Maltby declares. "Are you telling the story clearly? Is it surprising? Is it suspenseful? Do you care? All of us who work in theater find ourselves dealing with characters who are not us. But I have to believe that there are people who know the satisfaction of being in the presence of craft, of absorbing language."

Examples come tumbling forth:

"God knows I would never have imagined that I would be the creator of a show about life in Harlem. I was reluctant to do {"Ain't Misbehavin' "} in the first place. But it was a process of putting Fats Waller's music, his wit and his gargantuan personality on the stage -- it was a kind of play-writing all the way through, using those five characters {to represent Waller}. And talk about verbal people! In a way, the language those characters use is equal to only one other thing I know, and that is English Restoration comedy. They come out and lie to the audience with the first sentence, and continue to lie the entire evening. And the audience gets that joke. It's all about dealing with an unfair world. This is a world in which black artists had to use the back stairs rather than the lobby. They never complain about it, they deal with it with language: 'Mrs. Throckmorton, how do you do? Caviar? Why certainly.' That's one way of saying, 'What the hell am I doing here with people who have caviar?' ...

" 'Miss Saigon' was very hard to write. For the first time I was writing a show in which none of the characters are schooled. These characters are street-smart, the girl has a sense of mysticism. But I couldn't use any of the vocabulary that I normally use."

He'd like to "write dopier," he says. And he wishes he had a better way with spoken dialogue.

"I've tried to write the book for several musicals, but I tend to put the subtext in the script. I'm afraid that audiences won't get it. So working on 'Nick and Nora' with someone like Arthur Laurents -- one of the great book writers of our time {"West Side Story," "Gypsy"} -- has been fascinating. He'll give me a page and a half of dialogue to read, and it looks like there's nothing on the page. And then he gives it to the actors and tells them, 'The "thank you" is an attack. The "yes" means "Are you kidding?" ' That's the way people talk in real life."

He recognizes craftmanship in some rap music. He adores Sondheim. But it seems that Maltby's wordsmith-of-choice today is none other than A.A. Milne.

"I have a 2-year-old, and I love to read Milne to him. I think the miracle of Milne's poems is that it is impossible to read them wrong. Most times you put something down in a rhyme, and you can mis-accent. And then with the variety of people reading it, you would pick up different rhythms. But with Milne, you just can't read it wrong. Listen: 'When I was one, I had just begun. When I was two, I was nearly new.' "

He smiles dreamily, as if off in the nursery with Christopher Robin and Pooh.

Maltby is roused from his reverie when asked to state his position on the much-discussed "Miss Saigon" controversy. Was Actors Equity initially wrong to demand that an Asian be cast in the lead role of the Engineer for the show's upcoming American incarnation? And now that Equity has reversed that decision, allowing the British actor Jonathan Pryce to reprise his role on Broadway, will the show eventually go to New York?

"I knew this subject would come up," he says. "The whole thing is really unfortunate, because it has created an issue where there shouldn't be one. Everyone associated with the show has taken every pain to be accurate and to satisfy all the concerns about ethnic casting that have been raised. The implication that we are blind to it" -- he shakes his head. "No show I've worked on has been more concerned. {Producer} Cameron Mackintosh even has a school to train young Asian actors in London so they can eventually go into the show.

"To say we should have cast an Asian in the part of the Engineer demeans one of the great actors of the English stage, who was willing to risk doing the part and who delivers a stunning performance. It's also demeaning to all the Asians -- about 20 of them -- whose roles are very demanding vocally and acting-wise. We didn't cast them just because they were Asian. We cast them because they are talented."

He sighs. "I do believe 'Miss Saigon' will come to New York. Equity has made its point painfully and rather embarrassingly, but things will probably go forward. In the long run, more Asian performers are going to get breaks because of this show than aren't."

Part of the reason Maltby and his writing partner, David Shire, have remained collaborators for so long is that they have so much in common. They're the same age. They both went to Yale, where they met as freshmen and wrote two shows together. Both are married for the second time. And they're both the sons of band leaders. Though they live on opposite coasts -- Maltby in New York, Shire in California -- they work as harmoniously by speaker phone as in a shared studio.

It took almost 20 years for the team to score its first significant success. Turning inward, using the experiences of their own circle of friends and relationships, seemed to make all the difference. "Starting Here, Starting Now," which opened off-Broadway in 1977, spoke of youthful frustrations and romantic entanglements in alternately brash and sentimental ways. "Baby," which opened on Broadway in 1983, explored the roller-coaster emotions accompanying conception, pregnancy and birth -- something both men have been associated with several times over.

But there are moments in "Closer Than Ever" that strike some listeners as the most autobiographical and resonant to date. "If I Sing," the show's dramatic climax, describes the relationship between a middle-aged composer and his musician dad, at a time when the older man is losing his physical abilities and both are becoming aware of the artistic legacy that binds them.

"You know, I had always wondered about my gift for structure, but it didn't hit me until my forties that it had come from my father, who was an expert musical arranger," Maltby recalls. "When I was growing up I sat in on his recording sessions, and I guess I got that sense of balance by osmosis. And David {Shire} got his love of chords from his father, who constantly played Gershwin and Kern for him.

"I had mentioned to David that we ought to do something about the fact that we both had musician fathers, and so he wrote a melody, and I wrote a lyric that was okay, but ...

"Then one day when David was visiting his father, he saw that he couldn't play the piano anymore, that his fingers couldn't move. So David sat down and played the melody he'd composed, and even though he didn't say anything, his father seemed to make the leap of understanding that even though he couldn't play anymore, David could. The song was about him."

Shire's father died this past January. But before he passed away, he made the trip, wheelchair and all, from Philadelphia to New York to catch "Closer Than Ever." And he had the good fortune to hear these words:

If I sing, you are the music

If I love, you taught me how

Every day your heart is beating

In the man that I am now

If my ears are tuned to wonder

If when I reach the chords are there

If there is joy in making music

It's a joy that we both share.