Through Sept. 4

Warner Theatre

Tickets: 301/808-6900

Everyone in the cast is pretty unbuttoned in "Cabaret" -- Berlin's pre-war decadence is illustrated with plenty of plunging necklines, flesh and fishnets. Even the orchestra (composed of ensemble actors who also play instruments) is exposed, no one more so than conductor Keith Thompson.

For most of the show, as naive American writer Clifford Bradshaw (Rick Holmes) becomes enmeshed with the British show girl Sally Bowles (Teri Hatcher) and her cohorts at the Kit Kat Klub, Thompson and his band work in the shadows. But in the Entr' Acte of Act Two the spotlight shines on the musicians . . . and on Thompson . . . and on his biceps. (Pictured above: Alison Ewing, left, Stacey Sipowicz, Thompson and Susie Taylor.)

"You pass the bicep test," Thompson remembers hearing at the fitting for his cut-away vest -- which he wears shirtless -- and vintage tuxedo trousers. Lucky he's been hitting the gym while on the road. "I don't wear very much, which I suppose is a little stressful," says Thompson, a veteran of such national tours as "Peter Pan" (with Cathy Rigby) and "Joseph and the Amazing Technicolor Dreamcoat" (with Donny Osmond). "The challenge is to always stay in shape, especially when you look at the actors and they're all in great shape, and young, and buff."

Buff or not, finding actors who could also serve in the orchestra wasn't easy; some of them are accomplished musicians while some hadn't played an instrument in years. The first music rehearsals, back in January, sounded "like junior high school band practice," recalls Thompson. "Some of them were looking at their fingering charts, and weren't even sure how to blow into their horns. I thought to myself, `Oh my God, are we in trouble.' Then a month later we sounded fantastic."

Thompson, who admits to being something of a ham, allows that showing some skin in this show pumps the fun factor up a notch. "I guess we're all of the mind that you don't go into show business unless you have a healthy ego."