Theatre and film composer Alan Menken ( Beauty and the Beast, Little Shop of Horrors, " The Little Mermaid") returned to his songwriting roots Dec. 14 in Manhattan when he presided over a master class at the Lehman Engel BMI Musical Theatre Workshop, the city's major nonprofit crucible of craft for budding composers and lyricists.

Menken, who reinvigorated the animated musical form by incorporating character-and-plot-specific songs (with late lyricist Howard Ashman and others), spoke about his films for Disney, his collaboration with Ashman, his regrets, and his workshop days at BMI 22 years ago, when the famed musical director Engel ran classes in which he and fellow students critiqued work of would-be Lerners, Loewes and Sondheims.

In spring 1999, a stage adaptation of the animated "Hunchback of Notre Dame" (score by Menken and Stephen Schwartz) will debut in Berlin as a test before a London or Broadway production perhaps later in 1999.

About 90 students and colleagues were in attendance for the three-hour session, which included Menken singing a medley of his film and stage songs (including "Beauty and the Beast," "A Whole New World," "Under the Sea," "Go the Distance," "God Bless Us, Everyone," "The Bells of Notre Dame" and "Little Shop of Horrors").

Three workshop songwriting teams were critiqued by Menken in the same process that occurs in the two-year BMI workshop: Songs are played and sung, and the moderator and students give their feedback. The workshop goes beyond two years to include "advanced" workshops -- ongoing share-and-critiques sessions of new work, run by Titanic composer Maury Yeston, also an alum of the BMI workshop.

Lynn Ahrens and Stephen Flaherty ( Ragtime), Carol Hall ( Best Little Whorehouse...), Walter Edgar "Skip" Kennon ( Don Juan DeMarco, Herringbone), David Spencer ( Weird Romance) and others have also been a part of the BMI Lehman Engel Workshop over the years.

Yeston said that "one of the top five most exciting things" in his life was the chance to introduce Ashman to Menken.

Among highlights of the master class:

*Menken said to remain "viable" he would like to step away from the "big musical" to write something smaller, perhaps for Broadway.

*Menken is working on a "Wonderful World of Disney" TV movie in the style of the classic Rodgers and Hammerstein TV " Cinderella" (recently remade by Disney). The unnamed "classic fairy-tale" is set in Italy.

*Menken, who was once a composer-lyricist, told the group he started working with lyricists (among them, Ahrens, Stephen Schwartz, David Zippel) because he "wanted to avoid sameness" in songs and he "became a more powerful composer when working with others." He said he thrives on the "social" quality of working with others.

*For fun, Menken said, "I listen to music that transports me somewhere," including film soundtracks of John Williams and others, classical music and some classic pop-rock music. He has a horse, plays tennis and spends as much time as he can with his wife and two daughters.

*When he started at BMI, he said, "I didn't know what in the world I was doing.The first show I had when I came into the workshop was a musical based on Herman Hesse's novel, 'Steppenwolf,' it was called For Madmen Only. I can't even remember the songs. One was, 'Mother Nature What You Do to Me' -- I'm embarrassed to think about the songs I wrote for that."

*Another early show by Menken was Conversations With Pierre, which Menken said "was inspired by my therapy sessions with my psychiatrist." He deadpanned, "I thought it was a fascinating, wonderful story." That score included "Geraniums on the Run," "a song I'm sure you will remember," he quipped.

*Another early show was Murder at the Circus, based on "this loony song I had written, and I constructed a whole show around this song." Of it, the late Engel said, "I wish you people would stop encouraging him to play these (expletive) pop songs." That credo, minus the profanity, is still the foundation of the BMI workshop experience.

*Another early show was Dear Worthy Editor, based on letters to the editor of the Jewish Daily Forward, which, he said, "I was talked into writing by my mother." Engel called Dear Worthy Editor "the most anti-Semitic thing he'd ever heard in his life," said Menken, who is Jewish, to great laughter.

*When Menken presented Engel with a song from the still-forming Little Shop of Horrors, the Off-Broadway show that would launch Menken and Ashman, Lehman said, drily, "Well, it's relentless." Engel died shortly before Menken's success hit.

*Of BMI, Menken said, "Everything I did in the workshop basically became a calling card."

*Of Ashman, Menken said, "When I met Howard, I met someone who had a true voice as a book writer and adapter, and blended that voice seamlessly with his lyric writing. Howard was a very sure artist and a very driven man." Their first show was God Bless You, Mr. Rosewater, based on the Kurt Vonnegut story. He called the collaboration "a breakthrough" that took him out of the BMI workshop and into productions. It played the WPA Theatre, where Little Shop would later debut.

*With Little Shop and God Bless You, Menken said he began to work with pastiche (familiar musical ideas), rather than sticking in a generic pop idiom.

*Menken said Little Shop was followed by a lot of false steps. "A lot of them I intend to redeem," he said. The chorus-girl musical, Kicks, was "a false step," he said. "The time wasn't right, my collaborator (Tom Eyen) was scattered, somewhat...my career, like every career, was hit hard by the AIDS crisis." Three of his lyricists were stricken with the disease, including Ashman.

*After Ashman died following writing Disney film scores for "The Little Mermaid," "Beauty and the Beast" and part of " Aladdin," Menken said "for the first time I began to have a pretty strong influence on songs, the lyrics, and content" and began "to not be afraid to take on the high-profile project, not being afraid to write the big, melodic song." Prior to that, Ashman and other collaborators had a strong, specific vision for projects, he said.

*Menken works many different ways with his lyricists: "I'm an exhibitionist; I will work with my collaborator in the room," he said. Or sometimes he writes a "dummy tune" with a title to guide him, creating shape and tone before a lyric is written. Or sometimes a full lyric comes first, after discussion about what the moment is about.

* "Be Our Guest" from the film and subsequent stage version of "Beauty and the Beast" was written music-first, with Ashman taking the "dummy tune" away and writing lyrics to fit it. That throwaway "dummy" tune ended up being retained, because Menken found he could not improve on its simple tunefulness.

*Menken said his main project-to-project goal has been to use different colors from a larger musical palette, try not to repeat himself. It's important, he said, to decide upon a musical vocabulary for a show, for example "French romantic meets Jerry Herman" in "Beauty," "Fats Waller and Cab Calloway" in "Aladdin," Motown girl groups and "the dark side of Grease" for Little Shop, "cowboy music" for a new film he's working on, "medieval" music and a "boulevard" sound for "Hunchback of Notre Dame" (which Disney will bring to the stage later this year), "Semitic" music for the concert of King David, an "Americana" sound for God Bless You, Mr. Rosewater, gospel for Disney's "Hercules."

*He observed, "If you don't use music to totally sweep people away, then you're wasting it, because that's what it's there for: To be rhythmically infectious, to be emotionally compelling and to be over the top, to be a little unreasonable."

*His main regret about his longtime contract writing songs for Disney films, he said, is the "direct to video" sequels to "Beauty and the Beast" and "Aladdin." "After I've created something, it becomes a template for other people to do ' Alan Menken songs.' Very talented writers have done those; they've done their rip-off of 'Friend Like Me' or 'A Whole New World' and it's as if everything I do is creating a palette that will eventually become a more and more simplified cookie cutter. I have to content myself with, I believe, the reality that I don't think anybody will ever confuse the original with the copy."

*Advantages to Disney, according to Menken: Songs can be disseminated around the world, making them part of modern pop culture, and he loves working with 90-piece orchestras.