Maury Yeston's favorite character in his stage musical "Titanic" is a second-class passenger named Alice Beane. She's so excited about rubbing elbows with the swells crossing the ocean in first class that all she can do is talk, talk, talk, talk, talk about them.

"I have danced with the first class . . . " she sings.

"It was oh, such a dream come true"

Which is sort of the effect Yeston gives. In the course of a 90-minute interview in his apartment, ostensibly about his show opening at the Kennedy Center Thursday, the stocky, ebullient composer swings himself dizzily from Name to Name like some sort of cultural gymnast, linking himself at various points with everyone from Ludwig van Beethoven and Miles Davis to Stephen Sondheim and Elvis Presley.

"Leonard Bernstein lived in this building when he wrote 'West Side Story.' . . . Ralph Bellamy complained that somebody was playing the piano all night. . . . My mother's father was a cantor. . . . An extraordinary number of people in the musical theater had fathers or grandfathers who were cantors: Kurt Weill, George Gershwin, Irving Berlin. . . . Cole Porter once went up to Richard Rodgers and said, 'I've discovered the secret of popular song: Yiddish melody.' "

He doesn't stop at musical names. Gene Siskel was a schoolmate. Former presidential aide Lanny Davis was a fellow Yalie, State Departmentarian Strobe Talbott a class behind. Prince Charles was in the Footlights theatrical club with him at Cambridge. Bill Clinton, Placido Domingo, Gian-Carlo Menotti, Raul Julia. Franco Zeffirelli and Jonathan Miller both wanted to direct "Titanic," though "Richard Jones did a great job." Yeston is in the Dramatists Guild with Jules Feiffer and Edward Albee. And on and on and on.

Granted, name-dropping is as endemic to Manhattan as the breakfast bagel, but it's not as if Yeston is without accomplishments, as he is quick to point out: "I started piano when I was 6, won my first composition award when I was 7, had my first jazz band when I was 11. . . .

"At Yale, I became I guess something of an academic star. I excelled in every area and at the end won a big composition prize for having composed a cello concerto that was ultimately premiered by Yo-Yo Ma. I won a Woodrow Wilson Fellowship and a Paul Mellon Fellowship" to Cambridge, shortly after which "Yale made a place for me on the faculty. . . . I wrote a PhD dissertation on rhythm, which was instantly published by Yale Press," and within a year, "there was another book and I was Yale's director of undergraduate musical studies." He was 29.

This, it must be acknowledged, was not a bad start for a self-described "American primitive" from Jersey City, N.J. ("Lanny Davis was from Jersey City, too!") Had he never written another note of music, he would have achieved more than most.

But he also won a Tony Award and two Drama Desk awards for his music and lyrics to "Nine"--a musical based on Federico Fellini's film "8 1/2"--which won five Tonys in the 1980s, including best musical. His resuscitation of Broadway's "Grand Hotel" was also nominated for a Tony, and his score for "Titanic" won one.

But the voluble composer, now 53, seems haunted by a vague sense of second-echelon status. If he's not yet quite the Richard Rodgers of Broadway, who is? Andrew Lloyd Webber?

Please.

The problem, Yeston says, is that he was raised "during the golden age of American music--the 1950s and '60s. . . . The '50s saw an explosion of availability of music. The LP record was just coming out, and every week at a record store you could get a Stravinsky piece or a Beethoven symphony or something by Dave Brubeck or Charlie Parker or Elvis Presley. There was just a catholicity of taste . . . so much good music in every area, and I gained an absolutely ravenous appetite for it all."

Broadway was the center of all that, the wellspring of the American popular song. He fixated on the musical stage after seeing "My Fair Lady" at the age of 10, and later, after his years at Cambridge, decided that despite his classical background, "it was just as great a life project to write a great melody as to write a great concerto. I wanted to write for the stage."

But decades later, he's still not Alan Jay Lerner or Frederick Loewe. Or Richard Rodgers or Cole Porter or Oscar Hammerstein or Larry Hart. He's not even Marvin Hamlisch. He's certainly close to the top of the Broadway game ("My first week's royalty check for 'Nine' was more than my previous year's salary at Yale"), but Broadway has not only long lost its preeminence in American popular music, it's almost irrelevant to it these days. He writes hit shows, but who whistles his tunes?

In addition, fate has played some extraordinary dirty tricks on him, about which he insists he's become philosophical. For example, in 1983 actor-director Geoffrey Holder called and asked him to write a musical. It would be based on a French novel Holder held the rights to, a work by Gaston Leroux called "The Phantom of the Opera."

"Little did Holder know his rights to the book were about to run out . . . were, in fact, in their last year. But Peter Stone and I got excited about the idea, wrote the show, got a director and designer, and raised all the money to go into production. Then word came from England that Andrew Lloyd Webber was interested in writing a 'Phantom of the Opera' musical. He hadn't written a note at the time, but that news alone was enough to quash the American money"--and kill Yeston's show.

Likewise, he says, in 1981 he wrote the first "La Cage aux Folles," set in New Orleans and titled "The Queen of Basin Street." "Mike Nichols and Tommy Tune wanted to do it. . . . The deal fell through. But what a show that would have been."

Then there's "Titanic," for which Yeston wrote the first music in 1988. He'd been thinking about the show ever since explorer Robert Ballard found the wreck in the North Atlantic three years before. But Yeston's collaborator, Stone, had a previous commitment to write "The Will Rogers Follies." That delayed the "Titanic" opening until April 1997, and within six months it was dwarfed by James Cameron's technically wondrous, dramatically adolescent blockbuster film.

Yeston looks pained at such memories but insists they're all "just show business." As much as the frustrations hurt, he says, there are also compensations.

"I thought 'Phantom' was a colossal negative emotional experience. But I didn't write it just to get it on Broadway," where Lloyd Webber's version has been crashing chandeliers and showering royalties now for 11 years. "I'm a composer. I wrote it because I couldn't stop writing it."

His "Phantom," he says, "has become a historic success. It was given a million-dollar production in Houston in 1990, had more than 600 independent performances elsewhere in the country and toured Germany for three years. It is widely regarded as the biggest hit never to play Broadway."

Even in the face of the Cameron film, a brutal tryout period and generally ho-hum reviews, Yeston says, his "Titanic" swept the Tonys, broke the Lunt-Fontanne Theater's box office record 13 weeks in a row and ran on Broadway for two years.

"In the face of the Cameron film, what can you possibly do onstage except harpoon the imagination of the audience and create a 'Titanic' of the mind? There was a need for a grand symphonic . . . almost an operatic sweep to the story. And that's what we tried to do."

What struck him first about the Titanic story when he began looking into it, Yeston says, is that it's one of the few historical events that have "almost perfect dramatic form: The ship leaves amid much celebration, it hits the iceberg and it sinks. The first act has to end when it hits the iceberg. The second act has to be about the passengers' denial in the face of disaster. . . . And what the audiences told us during the previews is that once the ship sinks, we have to go to the epilogue and end the show. We originally had a scene in the lifeboats, but the real drama is about how those on board face death. . . . Because we all die. It's how we live and how we face death that matters."

Moreover, if the Titanic is usually regarded as the great emblematic tragedy of the 20th century, Yeston sees its core as something else: "a great positive dream."

To the upper class on the ship, he says, it was a dream of eternal wealth and continued material progress. To the steerage passengers, it was the American dream of "westering" to a better life. To the second class, it was the dream of social mobility that had placed them closer to the social gods of wealth and privilege in first class.

"The greatness of the American musical theater is that it's an intrinsically optimistic form," Yeston says. "It finds something positive to say in the face of adversity. In no other form will you find a man who has absolutely nothing yet sings 'If I were a rich man.' It's about the human spirit overcoming."

But while packaging that concept of the Titanic story for the stage, Yeston says, he made something of a journey himself. Originally the focal couple on the ship was supposed to be the Clarkes, an upper-class British woman running away with an American journalist. It was a stock pairing much like the Leonardo DiCaprio-Kate Winslet romance in the movie.

As the show began to take shape in rehearsals and previews, however, "the role of the Clarkes diminished and that of the Beanes just seemed to grow," Yeston said. "Because the Beanes in second class carry the burden the audience identifies with on the ship of dreams. They're the example of the positive striving of the human heart. . . . But they're also anxious about whether they really belong with the first-class passengers. They are what the world has become."

When the captain of the Titanic ordered the ship abandoned, "it was the great transforming moment for our Anglo-American culture," Yeston says. "The Edwardian Age disappeared with the ship" in 1912 and with the Great War, which soon followed. "The robber barons and great aristocrats have now largely vanished. The immigrants in steerage are largely middle class today."

It took him some time to realize it, Yeston says, but the 20th century really began with the sinking of the Titanic. There were titanic dreams in the age of optimism and progress that preceded the sinking, he says. But the unquestioning faith in technology and achievement hit the iceberg of hubris and reality along with the ship.

"We've never believed in anything quite so much again, particularly the future," Yeston says with a sigh. "In fact, the age of anxiety was the real survivor of the Titanic. It began in the lifeboats. And second class is where we've all ended up."

CAPTION: "There was a need for . . . almost an operatic sweep to the story," says composer Maury Yeston, below, of "Titanic," which sails into the Kennedy Center after two years on Broadway.

CAPTION: A scene from "Titanic": Even in the face of the blockbuster film, the musical swept the Tony Awards two years ago and broke box office records on Broadway.