Scene 1: A fluorescent-lit meeting room in the Blue Cross Blue Shield headquarters in Berlin. Five smart, confident high school students from around the state are playing a word association game. The word is "teenager." Their responses? "Drunk," "angry," "pain," "hostile," "Ninja Turtles," "cliques," "illegal," "drugs," "choice," "freedom," "bans," "sex" and "alcohol."

Scene 2: A common room in the Woodside Juvenile Rehabilitation Center in Colchester. A group of 14- to 18-year-old boys, all with histories of violent behavior, are talking about love. Asked how many have loving relationships with their families, only a few raise their hands. But one says, "I'll raise my hand high because I know I do," and adds that he loves his parents so much he's always hugging them. "Some people would think it's corny, but it's just something I do."

Scene 3: The sunny, one-room schoolhouse of Champlain Valley Union High School's Life Program in Hinesburg. The students, all refugees from the high school mainstream, are a motley group -- among them a farm kid, a teen mother, a talented artist who's about to be a teen dad, and a jock with a Jim Carrey-ish penchant for clowning around. They're making lists of what makes them feel powerful. The jock writes, "Owning my 12-gauge with lots of ammo."

Over the past five months, some 400 teenagers from around Vermont have been gathering in workshops like those described above. Others have been writing scenes, composing music and making documentary films. It's all part of the Voices Project, a statewide program that will culminate in an original musical to be performed by an all-teenage cast and toured around the state beginning next spring.

"It's absolutely about voice, about being heard," says film and theater vet Bess O'Brien. She's producing, directing and creating the final script for the project, with organizational and fundraising support from Blue Cross Blue Shield of Vermont.

O'Brien knows something about helping others to be heard. When she toured the state with Here Today, her 2002 documentary about heroin use in Vermont, she brought along several of the film's subjects. The former addicts spoke after each screening, making a powerful impression on audiences.

The idea for the Voices Project grew out of the Here Today tour, which was also sponsored by Blue Cross. During the Q&A sessions, adults would ask what kind of anti-drug messages get through to kids. According to Blue Cross corporate communications director Beth Lewis, "The kids invariably said, 'You can't just tell us. Allow us to discuss it among ourselves and have us tell you.' That's when Bess and I sat down to discuss what kind of forum we could give them." O'Brien came up with the idea of involving the teens in the creation of a musical.

Taking Elizabeth Swados' 1978 musical Runaways as inspiration, O'Brien wants the Voices show to cover the whole gamut of teen life in Vermont -- everything from cliques to class differences to school violence. She and associate producer Abby Paige have been using the workshops as an "anthropological dig," listening to what kids are saying and looking for common themes. O'Brien ran 10 of the workshops, while 30 others were led by artists and youth experts on the project's adult advisory board.

Thirty-two English teachers from across the state have also been taking part, running creative writing projects in their classrooms to encourage submissions from students. Still to come for O'Brien: the task of assembling all the materials into a script, with input from theater professionals such as Vermont playwright and poet David Budbill; matching student musicians with professional mentors to help in composing the score; casting, rehearsing and touring. At the moment she's concentrating on just one stage at a time: "If I look at the whole thing I'd freak out," she says.

The budget, she estimates, is $100,000 over a three-year period, half of which has already been raised. O'Brien knows how to scare up cash; with her husband, Jay Craven, she's co-founder of Kingdom County Productions, and has wooed big bucks from investors for such films as Craven's $2 million Where the Rivers Flow North. By contrast, she claims Voices is "the easiest project so far I've had to raise money for. It hits about 10 different buttons."

Beth Lewis won't reveal exactly how much Blue Cross is contributing beyond logistical and promotional support, but the company did run costly two-page sponsorship ads for Voices in recent Vermont subscriber issues of Newsweek, Sports Illustrated, Time and U.S. News & World Report.

Outreach on that scale is necessary if the project is going to reflect a cross-section of Vermonters; the workshops so far have focused mostly on outsider or troubled teens, and O'Brien hopes to attract more participation from high-achievers. She says the magazine ads have already generated an increase in hits on the project's website. She's also hoping for good results from upcoming competitions for student songwriters and playwrights.

Will all this translate into anything more than good publicity for Blue Cross and Kingdom County Productions? Will Vermonters learn anything new about adolescent lives? And just what are teens telling O'Brien and company?

"If this project does what I think it can do and might do," says Budbill, "I think it will come as a shock to a lot of people." The false image of Vermont as a bucolic refuge from the real world could be corrected, he thinks, by honest reports from the state's youth -- just as O'Brien's heroin film opened viewers' eyes to the drug problem in Vermont.

It's a little early to tell whether the Voices Project will live up to Budbill's expectations; the proof will be in the production. But in the three workshops I've visited over the past few months, the biggest shock was how young these teenagers seem -- and at other times, how old.

*****

The first workshop I attend is O'Brien's third session with residents at Woodside. The Colchester rehab facility treats adjudicated delinquents who have been confined for "being aggressive, causing harm to others or themselves," says clinical and education director Judith Christensen.

The session takes place in early February in a nondescript common area with white cinderblock walls and blue plastic modular seating. A dozen boys shuffle in, ages 14 to 18 -- ordinary kids with the usual adolescent mix of acne and attitude. Some are recent arrivals at the center; others have been here for more than a year. For confidentiality reasons, Christ-ensen cannot detail anyone's offenses, except to say they are serious. For the same reason, I am not allowed to use last names.

Bess O'Brien's theater roots run deep; after graduating Mount Holyoke in 1981 she worked in New York for director Ellis Rabb and ran a summer theater in Middlebury before co-founding Kingdom County. In workshops she looks casual -- streaked blond hair loosely pinned up with a clip, skinny knit scarf wound around her neck -- but she is always in charge, a director at work.

She begins today's session with a name game. The boys form a circle, each giving his own name and a one-word description of himself as he tosses a ball to a neighbor. The descriptions tend toward the self-deprecating: "Matt, annoying... Nate, animal..." Then comes a trust circle, the Acting 101 classic in which one player stands in the middle, closes his eyes and lets himself fall, trusting that his mates will catch him.

O'Brien's associate producer, Abby Paige, who's shorter than some of the guys, takes up the vulnerable center spot in one circle. She lays down the ground rules: "I'm doing the falling, you're doing the catching -- no pushing."

"It's like a mosh pit!" cries one jokester.

"It's a lot more chill than a mosh pit," she cautions.

A trust circle can be a scary, intimate thing, requiring a willingness to touch and be touched -- tricky territory for a group of boys, especially with a young, attractive instructor in the middle of it all. There are moments of quiet intensity but also lots of nervous laughter and rowdiness -- enough that O'Brien has to shout, in a high-pitched voice that cuts through the bedlam, "Concentrate!"

The exercises that follow also ask the boys to reveal something of themselves. It's not that big a stretch for them; self-disclosure is part of their treatment. "They have to present a life history to the group when they first get here," says Woodside English teacher Matt Messier, and most keep a daily "thought log."

But when the subject turns to love and sex, one-upsmanship takes over. In a word-association ball-toss, the boys are asked, as they throw the ball, to say the first thing they think of when they hear the word "love."

"Whipped cream."

"Spank shield."

"Um... fun."

"No broken hearts."

"Fuck."

Paige records what they say on a big piece of newsprint, and then they line up to make sentences from the words. The sentences, like the word choices, are mostly about sex, and are spoken with lots of snickering: "Me and my girlfriend like to fuck." "Whipped cream is good while having sex." "You get a hooker, there's no broken hearts." Sean, a more romantic sort, protests: "Why are you guys so negative to girls?" and adds a bit about Romeo and Juliet and a rap beginning with the word "luscious."

Then, prompted by O'Brien and Paige, the conversation gradually evolves into questions about what love really is. One guy, Eric, is daring enough to admit, "Personally I don't know nothin' about love for another person. My mom, maybe." (Later, he's the one who freely admits to being a hugger.)

It's when they sit down to write that the bluster finally subsides. The assignment is to tell about "a time you felt loved." Jason, a serious 16-year-old with a shock of red hair, writes, "It was when I was living with my foster family when I was kicked out of my other foster home. I feel they understood and trusted me, and they always had things to do and talk about. It was a family type of love..." He adds matter-of-factly that he has lived with something like 50 foster families since the age of 9.

The boys read aloud some of the writing they did the previous week on the theme "alone in the world." Jesse, who looks younger than his 17 years, reads, "When you're alone in the world... You are transparent/No one sees you..." And in a second poem on the same theme: "The people feeling alone in the world/Have a lot of pain to feel/Think hurting other people/Is the way to make it heal."

According to Woodside's Judy Christensen, the latter poem may suggest that Jesse, through his writing, is breaking through to a new level of self-awareness.

I meet with him and Jason a few weeks later. Jesse tells me the "transparent" poem isn't really about himself, but the second one is. He has a hard time expressing sadness, happiness and guilt, he says -- and his deadpan delivery bears this out. But anger's another matter: "I have no trouble letting it out, just in the wrong ways," he says.

Jason and Jesse both confide that they get a little disgusted with the group's negative boasting. "I got angry at how they talked about their moms," says Jesse, referring to a word-association game about parents in a later workshop. Jason didn't buy it, either: "Most of them feel more positive than they let on. They have [family] visits a lot."

Both appreciated the Voices workshops. "Most of the people think it's crap," says Jason, "but I like it. I got to voice my opinion a lot -- it was awesome."

"It was nice to hear other people's opinions," says Jesse, "knowing they're in the same confused boat I am."

Neither can quite envision being in the final Voices Project production. "I get stage fright talking in front of 12 residents and three staff," says Jesse. "I don't know what I'd do in front of an entire school." Jason's more pragmatic: "I doubt we'd actually be able to go." They are, after all, locked up.

Christensen, though, is willing to consider it. "It's possible some of these kids might be able to handle being part of the final show," she says, "though there might be some red tape with SRS."

So far, she says, it's difficult to assess what her kids will get out of the Voices Project. "My guess is it will be an experience they will take along with them" when they make their transitions back into the community.

"Adolescents don't necessarily reject the adult world out of hand," Christensen says. "If someone comes in like Bess who is sincere and outgoing and listens, they respond."

*****

"Teens love to talk, contrary to what adults think," says Janice Murakami, a Burlington psychologist and Voices Project adult advisory board member. "They really love to talk."

But that doesn't necessarily include talking to their parents. Among the many themes surfacing in Voices workshops and kids' writings is the lack of intergenerational communication.

"I think there is a feeling that kids have that they are not taken seriously enough," says O'Brien, "that they're not trusted enough to go and make change, make things happen."

That may be why CVU's Life Program seems to be working so well -- because, like Woodside, it's staffed by adults who take kids very seriously. It helps, too, that there's such a good teacher/student ratio: two teachers and a paraprofessional for a class of 20 kids who come to school on a staggered schedule. The oldest continuously running alternative program in the state, "Life" is small for a reason: it's for CVU kids who need one-on-one attention away from the pressures, both social and academic, of a big high school.

One result: the teachers seem to know all about their students. When 17-year-old Stephanie LeBeau arrives, ebullient head teacher Rita Foley high-fives her and announces to visitors, "This girl just got her license, a new car, a job... she's a superstar!"

"We talk about very, very personal things," says Foley. "It's a format they're comfortable with."

Which gives Bess O'Brien a head start when she does her introductory session with 11 members of the class in March. The ball-toss name game, which the teachers join, is upbeat: "Ashley, smart." "Nikky, organized." "Dan: skateboarding." "Rita, close to retirement." Two groups wind up in a tangle when they try unsuccessfully to puzzle out a movement game in which everyone is connected -- a challenge, O'Brien tells me, that the Woodside kids unraveled easily.

But spirits remain high as she moves into another standard icebreaker, taking Polaroids of the kids. They get to choose the subject -- shoes, piercings, tattoos -- and for photo captions they're asked to write as many sentences as they can beginning with the phrase "I am the one who..."

Again, the responses are mostly confident and lighthearted and only occasionally dip into self-flagellation: "I am the one who is in love." "I am the one who is too big." "I am the one who cheers people up." When Jason Menard, 18, writes "ART" on the board and asks O'Brien to photograph that, teacher Jim Clapp cheers him on: "That's right. He's an incredible artist." Later, Menard writes under his photo, "I am the one who loves to draw."

Foley tells me of the hardships some of her students have experienced -- for instance, one young woman has given up two kids for adoption -- but she adds, "One of the things they all share is, they're having success in school for the first time in a long time."

Yet they also share a sense of outsiderness. "CVU is becoming very high-powered because of the affluence [in the area]," says Foley, and kids whose families don't share that affluence feel the distinctions when they're in school.

O'Brien interviewed a group of gay and lesbian students at CVU who said discrimination on the basis of sexual orientation was not a problem for them; discrimination on the basis of class was. "Kids who grew up on farms in rural areas are now being forced up against people with wealth coming in, flatlanders -- those two worlds [are] colliding," she says. It's an issue that's bound to figure into the final Voices script.

Glimmers of these dueling influences surface when O'Brien asks the kids in the Life workshop to list what they do and don't like about Vermont. "Snow... away from NY... beautiful landscapes" are among the likes, but "winter... farms... everyone knows everyone's business... country" are among the dislikes. When they're listing what makes them feel powerful, "sitting in my truck" and "redneck" show up -- along with the aforementioned 12-gauge shotgun.

Beyond the strictly Vermont issues, O'Brien wants the Voices Project to explore the challenges that all teens have to face. Like, for instance, how to navigate the social intricacies of a high school hallway, where the trials of adolescence are enacted every day. "It's like a pressure cooker emotionally," says teacher Jim Clapp.

But an improvisation about hallway life also forces O'Brien to confront a fundamental question: How real does she want her play to be?

For the "hallway" improv, she asks pairs of students to act out passing one another in a school corridor. First, they're strangers, then friends, then a boy and girl with a crush on one another. Each time she reminds them not to "act." Fifteen-year-old Jess Harrington, the frisky Jim Carrey fan, and talkative Michelle Chandler, 17, do a credible job on the crush moment, with the final fillip of Jess turning around to check out Michelle's butt. It gets big props from the class: "That was so true to life!"

But the teacher, or maybe the mother, in O'Brien prompts her to launch a discussion of whether girls really like being objectified like that, which leads to a redo of the scene -- much politer this time, but nowhere near as good or as "true to life." And this time they're definitely "acting."

I ask O'Brien later about the redo. Isn't the point of the Voices Project to describe, not prescribe, what goes on in teens' lives? Yes, she says. And in any case, improvisational exercises like these are just that -- exercises. "In a lot of these workshops, the stuff that I'm gleaning may only be three sentences, a nuance. I think in their individual writings you see more of the subtleties," she says. "My hope is it all stays authentic -- truly honest and truly teen."

*****

Truly honest teens can be a little scary, as any parent will tell you. The five who attend the workshop at Blue Cross HQ even scare O'Brien a little. Afterwards, she takes me aside to make sure I'm not going to focus on the negatives about teen life.

Not to worry; this is the most invigorating bunch of kids you'd ever want to meet on a Saturday morning. All members of Voices' Teen Advisory Board, they're self-starters, independent thinkers. Morgan Fox is a Cabot School sophomore and "big-time theater person" who's leaving to go to Simon's Rock, an affiliate of Bard College that caters to high schoolers who can't wait to get on with their lives. Sarah Gordon is a home-schooled senior from Montpelier with ambitions to become a costume designer. Brandi Waller is a feisty athlete/actress/poet from Montpelier High. Morgan Ford is a no-nonsense hockey-playing actress from St. Johnsbury. And Julian Washington is a reserved, handsome basketball player from Harwood Union.

True, they can be bracingly frank about the darker side of teen life. Take, for instance, that list of words they come up with in association with "teenager": "drunk," "drugs," "illegal," etc. Some of the sentences that follow are also pretty bleak: "Every weekend somebody gets sickly drunk." "No one understands my pain." "Drugs are what we live for."

But some of the kids' statements take a more hopeful tack, not to mention some neat rhetorical turns: "We don't necessarily have to succumb to alcohol." "Not all rock bands we listen to are satanic." "Since when is it illegal to be who you are?"

The five have strong feelings about the trials of being teenaged. But they're also a highly verbal bunch with a flair for the dramatic. Both sides are always at play.

That's clear in the "Stand up if..." exercise. O'Brien reads a list of statements, and the students are asked to stand if they agree or if they've shared certain experiences.

The results are disturbing. All but Julian has witnessed someone being beaten up. All have been ridiculed for the way they look or dress. All have seen a violent episode in school, or been physically threatened by someone. All have believed at one time or another that they don't fit in. And, not surprisingly, none believes the world is a safe place.

With each revelation, someone fires up a conversation -- about race, about class, about school violence. "My mom's black and my father's Polish," says Brandi. "I've been called a lot of different names." Sarah, who's African-American, has to think back to age 8 to remember an episode of discrimination, but Julian, who's one of the few black kids in his school and neighborhood, says cops sometimes harass him. "Most of the people who come to Harwood are..." he begins.

"Rednecks!" Morgan Fox shouts.

"I didn't want to say it..."

"Well, I will!"

There's more talk -- about bomb threats, and kids who seem likely to snap, and strong women. "I'm a girl that actually has a brain, and speaks up," says Morgan. "I used to be called a human dictionary," says Sarah. Brandi tells how she defended a friend against two upperclassmen who were making fun of him because he was poor.

Negative? Not really. These kids are alive.

*****

A few weeks later I call Michelle Chandler and Morgan Fox to get their take on the Voices workshops.

Morgan has already been to Rutland with Sarah and Brandi for another session with advisory-board kids and their friends. "It worked out really well because it was a larger group; you got to hear different views," Morgan says. And the male/female ratio was 50-50.

Even though she's going away to school, Morgan plans to stay involved with Voices as long as she can. "It is an incredible experience for a bunch of teens to get together in the workshops and talk about what they sometimes can't talk about in their normal lives and get it into a play and describe how we really are, and also how adults and some younger kids perceive us. And it's a musical."

Michelle is equally high on the project, and hopes she can be part of it even after she graduates -- maybe on stage. And what does she want audiences to hear?

"I hope they hear the teenagers' point of view in life, because things aren't as easy as they used to be," Michelle says. "It's a lot harder, there are a lot more requirements for us to live now. There's drugs and there's alcohol and there's sex and there's terrorism and people killing each other... I just want people to know it is out there."

Bess O'Brien and the Voices teens have their work cut out for them.