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"The cast of "Babes in Arms" had been assembled for the grand total of an hour before hearing five of the most frightening words in theater: "We open in a week."

The speaker was Kathleen Marshall, the director of the show and the artistic director of Encores series at City Center, which is presenting "Babes in Arms" this weekend. She was exaggerating just a tiny bit; the cast, crew and musicians had a whole 10 days to put together its production of the 1937 Rodgers and Hart musical.

"So here's the deal, guys," said Ms. Marshall, addressing the cast on Monday morning, Feb. 1. "In a week you'll be down onstage on a set that isn't built, with blocking you don't know, saying lines you haven't learned for a big crowd of people." She paused to let the nervous laughter subside and added, "So let's go."

Thus began the sometimes mad, sometimes miraculous process of putting on a show Encores style. Ms. Marshall, along with the musical director, Rob Fisher, was about to turn a group of 32 actors, singers and dancers into an ensemble, and then turn that ensemble loose.

Encores, in its sixth season, is a program devoted to concert performances of three rarely seen American musicals a year, each meticulously resuscitated from archival sources and staged for an ultra-limited run of five performances. Previous Encores seasons have included rarities like "St. Louis Woman" (1946) and "Du Barry Was a Lady" (1939).

"Babes in Arms," which runs through Sunday, is this year's first production and will be followed by "The Ziegfeld Follies of 1936," a musical revue with songs by Vernon Duke and Ira Gershwin, in late March, and "Do Re Mi," with songs by Jule Styne, Betty Comden and Adolph Green, in May.

Recreating these shows in less time than it takes milk to spoil not only means panic attacks for the actors; the work behind the scenes is equally frantic, with designers begging and borrowing everything they can. Why? Every Encores show operates on a shoestring budget. Sets are built and painted; lights are hung and gelled, and costumes are built, nipped and tucked: all for about $400,000 a show.

"This is the show you call in all your favors for," said John Lee Beatty, the scenic designer. "Every day."

Between the first read-through on Feb. 1 and the show's sold-out opening night, the cast and crew will tumble through a hundred minor crises and makeshift solutions.

Exhaustion is the norm. Eight-hour rehearsal days are usually followed by homework at night, a regimen participants variously compare to going to boot camp, cramming for a big exam or being shot from a cannon.

"I go home every night after rehearsal with every intention of working out and returning phone calls," said Erin Dilly, who plays Billie Smith, a young vagabond. "About 15 minutes after dinner, I'm in bed."

Still, having an Encores credit on one's résumé has become a gold star in the theater world because of the growing success of the series. Some performers plan their vacations around the two-week process to allow themselves a shot at a role. Others rehearse Encores during the day and then perform in other shows at night.

A few staggering success stories, for performers and productions, have come out of the series. The most famous breakthrough was "Chicago," which appeared at Encores in May 1996 and was then shipped to Broadway, where it won several Tony Awards, including one for best revival, and is still running. The show has since spawned six other companies, playing in cities from Las Vegas to Stockholm.

The series has also been a showcase for luminaries like Patti LuPone, who achieved an ego-boosting triumph in the Encores "Pal Joey" in 1995 after publicly losing the starring role in "Sunset Boulevard" on Broadway.

And then there are the young stars who have emerged from Encores performances, like Melissa Errico, who made a splash in the Encores "One Touch of Venus" in 1996 and went on to star in last season's "High Society." Other alumni now on Broadway include Rebecca Luker, starring in "The Sound of Music," and Kristin Chenoweth, stealing the show in "You're a Good Man, Charlie Brown."

All of this has raised the stakes for the Encores creators and performers. Ms. Marshall said one of the more difficult elements of the abbreviated creative process was reminding herself and her performers that Encores productions are supposed to be concerts, not polished performances. In line with that esthetic, Encores abides by several ground rules: limited costumes, limited sets and scripts kept in the actors' hands.

"The hardest part is holding yourself back a bit," Ms. Marshall said. "We don't want to look like we aimed too high and missed."

Even with these reminders, a close look at the birthing of "Babes in Arms" reveals an intense dedication to the work and all the insecurity and anxiety that accompany bringing any show to life, compacted into 10 all-too-short days.

Monday, Feb. 1: 10 A.M.

Inside the green room at City Center nervous actors sit, surrounded by posters of past Encores performances. A piano sits in the corner. A few actors talk with each other, but most are strangers.

The first impression of the group is its youth. The bulk of the cast might as well be on "Dawson's Creek"; only a few are even approaching 30. The youngest is Cartier Anthony Williams, 9, a tap-dancing prodigy whose bio in the program concludes, "Thanks to Mom and God." He sits shyly at his mother's side, with feet dangling off the chair, still short of the floor.

To his right sits Scott Irby-Ranniar, 14, an original cast member of "The Lion King." He and Cartier don't know each other yet, but by the week's end they will be behaving like brothers, sharing video game tips and tap moves. To Cartier's left sits Priscilla Lopez and Donna McKechnie, two of the show's four veterans of "A Chorus Line" on Broadway, a group known informally as "the grown-ups."

There is good reason for the cast's youth. "Babes in Arms," with music by Richard Rodgers and lyrics by Lorenz Hart, tells the story of a group of teen-agers on Long Island in the 1930's who put on a show to stave off a trip to the dreaded work farm, where day labor is exchanged for room and board.

In her opening remarks to the cast, Ms. Marshall calls it "the original 'let's put on a show in a barn' musical." And after running on Broadway for nine months in 1937, the show was turned into a movie with (who else?) Mickey Rooney and Judy Garland. Many (too many) imitators followed. Among the "Babes" songs that became standards are "My Funny Valentine," "Where or When" and "The Lady Is a Tramp." "I hope that by the end of the evening people will say, 'Who are all those people and where did they come from?' " Ms. Marshall said.

Vim and vigor aside, the room is a symphony of sniffles. These are the final innings of the winter cold season, and a quick survey of the room finds a dancer who's "feeling ill," an actor getting over laryngitis and, most worrisome, a dancer who says he has the flu. "Oooooh," goes the room when he offers the diagnosis.

Ms. Dilly, meanwhile, is already tired, having flown in on the red-eye from Michigan, where she was on tour with "Beauty and the Beast," playing Belle, the female lead. After getting into New York, she realized that a sublet she had arranged was a dump and ended up on a friend's couch. She's had four hours' sleep. David Campbell, who plays her love interest in "Babes," had come even farther, flying in on Sunday from his native Australia.

Even Judith E. Daykin, the stalwart executive director of City Center, looks a little peaked.

"Don't anyone who came here to perform come anywhere close to me," she says through a stuffy nose. She smiles and adds: "We have people leaving their Encores subscriptions in their wills. Not to put any pressure on you."

While the rehearsal process for the performers is short, the behind-the-scenes preparation for Encores begins far in advance. Ms. Marshall spent time in the library at Lincoln Center, studying souvenir programs of the 1937 production to get a sense of the look and feel of the piece. Mr. Fisher, meanwhile, was digging through the Rodgers and Hammerstein archives, piecing together the score. The point is to recreate, as much as possible, the musical's first performance, right down to using photocopies of original music from the orchestra pit.

"The plan is that if you're in the audience at Encores," Ms. Daykin says, "you should be hearing the sound that the audience heard in 1937."

But certain accommodations are made for modern audiences and performers, including microphones for the actors and sound mixing for the orchestra.

A month before the show opens, casting is completed. And a week before rehearsal, Ms. Marshall, working with three assistants, marks out each dance and scene, all of which allows the creative team simply to plug the cast into its design, at least in theory.

"It's kind of like Christmas," Mr. Fisher says. "If you cast well, you open the presents, and they come alive."

Monday, Feb. 1: 3 P.M.

A few hours after the first meeting, the pace is already fevered. In the main rehearsal room, a fluorescent-lighted square on the third floor, Christopher Fitzgerald and Jessica Stone are lip-locked. They play the musical's feisty romantic duo and are already blocking out the first scene with Ms. Marshall.

"It was like: 'Oh, you're from Maine? Let's make out,' " Ms. Stone said later.

Mr. Fitzgerald added: "The first day you have to suck face. As an actor, that kind of assures you establishing these relationships quickly."

Down the hall two costume assistants are taking the actors' measurements as they drink coffee and trade echinacea secrets. Almost all the "Babes" costumes are borrowed or rented, to keep costs down, said the costume designer, Toni-Leslie James. There is one notable exception: a custom-designed jumpsuit for Ms. Dilly's character, which Ms. James says she asked a friend at Donna Karan to make. The price? A pair of Ms. James's shoes. (Her Prada shoes.)

"Every time I see that jumpsuit, I'll see my shoes," she says.

This afternoon is the first read-through. The script has been slimmed down by John Guare, the playwright, who weeded out several smaller characters and minimized the "gee, that's swell" factor.

Mr. Guare says he was drawn to the script by its treatment of race: two of the principal characters are young black performers, and the villain is a bigot. "I was very taken by the fact that in the show, the producer will close the show because there's African Americans in it," he says. "I was very taken by that."

Thursday Feb. 4: 4 P.M.

The cast has now touched on every scene in the play, or so Ms. Marshall hopes. "I have the equivalent of the actor's nightmare, where the actors are standing waiting for you to say something, and you've got nothing," she says.

"There are, honestly, times as a choreographer that you just want to go to the window and scream, 'Somebody give me a step!'"

The cast is also showing signs of fatigue. Two dancers, Tina Ou and Josh Prince, hold down two jobs, rehearsing "Babes" during the day and performing at night, in "Rent" and "Little Me," respectively. And Kevin Cahoon, who plays a fickle Communist in "Babes," is also an understudy in "Hedwig and the Angry Inch" and performs the title role every Wednesday night.

During an afternoon rehearsal, Perry Laylon Ojeda, normally pitch perfect, is having trouble finding a low C. He finally hits the note and then rushes through his blocking a bit too fast. "You were just so excited to find that C," Ms. Marshall teases.

Mr. Fisher, meanwhile, is struggling to break some of his singers of the habit of "back phrasing," prolonging certain notes beyond the musical accompaniment. Since back phrasing developed as a style in the late 1940's, it does not mesh with the aim of Encores performances.

"It feels really good to people," Mr. Fisher said. "And there's nothing wrong with it. But it doesn't fit in the middle of a 1930's musical comedy."

Onstage Mr. Beatty, the set designer, is having his own fun trying to fit 25 musicians and their instruments on a stage roughly the size of a racquetball court.

There's never really enough space, Mr. Beatty says. "Musicians are diametrically opposite of scenic designers," he notes, with a grin. "Rhythm isn't my thing, and spacing isn't theirs."

The covers on the show's two pianos have been removed to make room for a platform. This will change their sound, which the sound designers need to remedy. One solution often begets a new challenge.

The arrangement is also complicated by the need of each musician to see Mr. Fisher, the conductor, during the performance, and by their aversion to crowding. "Nobody wants to be too close to the percussion," Mr. Beatty says. "Except the bass, which doesn't want to be anywhere else."

Mr. Beatty usually opts for minimal set dressing. The main scenic elements are a large gilded proscenium and a dozen microphones, both common sights to any Encores patron. This year, Mr. Beatty has added a second proscenium, occasionally draped by a golden fabric arch that drops from the rafters. On the first day of rehearsal, Mr. Beatty calls it a "pathetic rag," but when it first appears on Tuesday afternoon, his disdain has weakened. "It looks all right," he says.

Saturday, Feb. 6: 10 A.M.

The entire cast and crew head to Carroll Rehearsal Studios, tucked under a wing of the Port Authority Bus Terminal on West 41st Street. For the first time the cast sings with the full orchestra, in a rehearsal known as the "sitzprobe," a German term for "sitting rehearsal."

Actors say the process is invigorating, as the sound of dozens of instruments backs their voices. But for Mr. Fisher it is a time to see how far the group needs to go to be performance-worthy.

It is only the second time most of the musicians have seen their scores, and Mr. Fisher constantly makes corrections, adding and subtracting instruments, making suggestions on tempo and volume.

"Crescendo on 24, fill on 25," he says. And the next time around they do.

The Coffee Club Orchestra, as Mr. Fisher calls his orchestra, is filled with veteran New York City players and more than a couple of wise guys. When Mr. Fisher asks the brass section not to play a portion of the finale, the first trumpeter says, "O.K., but it's not going to sound as good." And when Mr. Fisher announces that things are going well, the second pianist plays a few bars of "Beautiful Dreamer." Mr. Fisher smiles, but by this point, he, too, is suffering from a bad cold.

The actors, meanwhile, use the time to socialize. A clique of men is debating the movie "The Thin Red Line."

"It was poetic," one says. "It was self-indulgent," counters another. "But it's poetic in its self-indulgence," retorts the first. And so on.

In the hallway, a chorus member talks on a cellular phone. Checking on voice-mail is common: after all, in just another week most of the cast will be looking for work again.

Sunday, Feb. 7: 9:30 P.M.

This is a day off for the cast, but Mr. Fisher and Ms. Marshall consult on the show's progress by phone.

The rough spots are apparent. Mr. Guare has done a rewrite on the final scene, and a pair of lengthy dream ballet sequences have a way to go.

Monday, Feb. 8: 3 P.M.

The cast is in the theater for the first time. Both ballets are worked on. They are complicated routines, involving most of the cast and an array of props, from oars to milk crates. In the rows immediately in front of the stage, Ms. Marshall and her three assistants count out the beats for the performers onstage, mirroring the dancers' moves with their bodies. "Five and six and seven and eight," is a common cry, often followed by "Stop and stop and stop and stop."

The technicians are still putting things together. The lighting designer, Peter Kaczorowski, plots his cues for the show from a makeshift desk in the 11th row, all the while listening to the Senate impeachment proceedings on headphones. The dim work lights are also having an effect: several actors doze in the audience.

Onstage the dancers are getting winded, and the mood is getting slightly tense. Then the atmosphere is suddenly broken by the smallest member of the cast, Cartier. Standing center stage, the 9-year-old starts to tap. He looks nervous at first but slowly gains confidence, finding a rhythm in the silence. He gains momentum, shuffling stage left. Then he stops, turns his body to the right. He breaks into a split and slides to a halt, center stage.

And for the first time since the beginning of the rehearsal process, there's applause in the theater.

Tuesday, Feb. 9: 6:30 P.M.

Today is amputation day. If it isn't working, it's cut.

After a relatively smooth technical rehearsal (the orchestra fit onstage), and a clean run-through on Act I, the show bogs down near the end of Act II. Ms. Marshall and Mr. Fisher meet and start trimming. Gone is a waltz section of a dream ballet, and a couple of pages of clunky dialogue near the show's finale involving a lost French aviator, René Flambeau, and an imposter.

"It was feeling really lo-o-ong," Mr. Fisher said. Ms. Marshall spends some of the evening cutting. By the next day, four pages of dialogue has been slimmed down to one.

Wednesday, Feb. 10: 10:15 P.M.

The invited dress rehearsal "lets them hear an audience respond," Ms. Daykin says of the cast. "Before, they'd just go out there with no idea what they had."

About an hour before the 7:30 curtain, the orchestra seats and mezzanine of City Center begins to fill. About 1,000 people -- friends, past Encores performers, corporate donors, students -- will be the first to see "Babes in Arms" performed beginning to end, without any stops.

Backstage, the actors prepare, some chatting amiably, others listening to headphones alone.

After a brief speech by Ms. Daykin, the show begins.

There are a few hitches: A misplaced prop here, a sluggish rhythm there.

Melissa Rose Anderson, who has the show's brassiest voice, sounds a little tentative in her delivery. And for good reason: she's suffering from a throat infection, and she has just started antibiotics. After the show, she's in tears, but she receives consolation from Mr. Fisher and Lea DeLaria, a star of last season's "Li'l Abner," who was in the audience.

"You were great," Ms. DeLaria says.

After 10 days of prepping, the show holds together. The dancers hit their marks; the musicians hit their notes, and Cartier is a hit.

At the final curtain, the cast members, all 32 of them, stand forward and deliver the show's finale, the words of which seem all too true for this bunch:

"They call us babes in arms, They think they must direct us, But if we are babes in arms, We'll make them all respect us."

From the sound of the applause, they have done just that. "