If you can make it there, you'll make it anywhere, the song says. The experience of the musical Rags, however, demonstrates that you don't have to make it in New York, New York to make a success of it elsewhere.

In 1986, Rags flopped badly on Broadway, a circumstance that should have relegated it to the discard heap suggested by its title. But the show did not disappear: In the years since, it has had productions in several major regional theaters. Rags' creators, composer Charles Strouse, librettist Joseph Stein and lyricist Stephen Schwartz, refused to abandon their rejected offspring. Instead, they worked to improve it in each of its restagings, including the latest, which opens Wednesday at the Walnut Street Theatre.

"It wasn't like doing just another Broadway show. This is a show that came from the heart for all three of us," Stein said of the musical. "That's why we stuck with it. We wanted to make it better, and I think we did make it better."

What was to become Rags began life as a story Stein conceived as a sort of sequel to the libretto he had written for Fiddler on the Roof, one of the most successful musicals ever to appear on Broadway. That show ended with the Russian Jew Tevye and his family fleeing a turn-of-the-century pogrom with plans to emigrate to the United States. Stein's new script followed immigrants like Tevye (If not exactly the milkman himself; Stein wanted to avoid anything that could be referred to as Fiddler II) to chronicle their experiences in the New World.

Although Stein wrote the story as a film treatment, the late Broadway producer Lee Guber, a Philadelphia native and a cofounder of the Valley Forge Music Fair, persuaded him that it should be a musical. Strouse, who had written the music for Annie and Bye Bye Birdie, and Schwartz, the lyricist of Godspell and Pippin, were brought on board, and in July 1986 the show tried out in Boston.

The musical's central character is Rebecca, a Russian Jew who arrives at Ellis Island in 1910 with her young son. While searching for her husband, who had come to this country before her and with whom she has lost contact, Rebecca strives to make a new life working in a clothing factory, where she becomes involved with a labor organizer, who also is an immigrant.

Even though it went into Boston a show in turmoil - the director, choreographer and lighting designer had all been recently fired - Rags opened to positive reviews and by the end of its three-week run was playing to capacity audiences.

New York, where Rags opened the next month, was quite a different story. The advance ticket sale was not strong, and though the reviews on the whole were mixed, one notice that was negative was Frank Rich's in the New York Times - the one that, in Stein's words, "shows live and die on."

Disheartened by the Times review and declining ticket sales, the producers were unwilling to put more money into the show, and four days after it opened, Rags closed.

But it didn't die quietly. After a Saturday matinee, the musical's penultimate performance, the cast and members of the audience marched through the New York theater district carrying signs urging the producers to keep the show open.

The resurrection of Rags began within a year of the New York closing, when an album of Strouse's music was released. In his review, Rich had gone out of his way to praise Strouse's score - Stein regards it as his colleague's best work. Through the album, Rags found an admiring following among musical-theater aficionados and theater people outside New York.

In 1991, Stein and Schwartz restructured the show for a cast of nine actors, compared with the original 30, for a production at the Off-Broadway American Jewish Theater. This became the official script, but Strouse said he began to get calls from directors of regional theaters asking if they could go back to the original, larger version. When they did, and asked for help with problems they encountered, the collaborators obliged with advice and changes.

"This thing has pulled at us, because people have wanted to do it," Strouse said of the continuing interest of himself, Stein and Schwartz in Rags, even though each was busy with other projects.

Encouraged by the strong audience and critical reception Rags revivals received in cities such as Seattle and Cleveland, the collaborators decided to make a more deliberate effort revising the February production at the Coconut Grove Playhouse in Miami. The process continued when the Coconut Grove show moved to the Paper Mill Playhouse in Millburn, N.J.

It was there that the Walnut's producing artistic director, Bernard Havard (who was first attracted to Rags through the album), saw the show. Havard said he not only liked it as a musical but also became personally involved in the story because of the resonance it had with his own life. When he was 11, Havard had emigrated by ship from England to Canada with his mother. "It's not difficult for me to see myself in the same place," he said of the characters.

Although some songs have been restructured and some orchestrations altered, Strouse's score is much the same as the original. Most of the revisions have concentrated on the musical's story. Noting that the original libretto tried to encompass too much of the immigrant experience, Strouse said it now focuses on Rebecca and her life.

"We have made very broad changes in the action and the length of time we take to say certain things," he said.

Although the basic story and thrust of the musical remain the same, the "relationships have been strengthened and the colors are richer," Stein added. "It's just a different show. The original is a pale version of the show we have now."

Havard said he was impressed by the willingness of Stein, Strouse and Schwartz to accept and incorporate suggestions to improve the show further that were made by himself and Bruce Lumpkin, the director of the Walnut production. "They're all very keen on making this the definitive production," he said.

"Joe and Stephen and I have put more changes into this than any other production," Strouse acknowledged. Although he is pleased with how the alterations have helped Rags, he isn't ready to say that the tinkering is complete.

"For the moment I'd like to think this is the definitive production," he said, "but I'll reserve judgment."