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GREENSBORO - These characters long have lived in the heads of Libby Larsen and David Holley.

The teenage Owens sisters, beautiful Madge and brainy Millie.

Their widowed mother, Flo.

Boarder Rosemary and her teacher colleagues.

Madge's boyfriend, Alan.

And Hal Carter, the young, rough, handsome former football star who shakes up their lives in a small Kansas town.

For nearly five years, Larsen and Holley have explored these fictional characters' psyche, heard their voices and imagined how they move and relate.

This week, Larsen, a Grammy Award-winning composer, and Holley, who directs UNCG Opera Theatre, will bring them to the stage in a ground-breaking modern opera infused with jazz.

"Picnic" will have its world premiere right here in Greensboro, on the stage of UNCG's newly renovated Aycock Auditorium.

 Video: Jazz-infused music in new opera

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Theater- and movie-lovers have met Madge, Millie and their friends before.

They came to life in 1953 as part of William Inge's Pulitzer Prize-winning play, "Picnic." The romantic drama was adapted into a film in 1955.

Now, as an opera, a cast of UNCG School of Music alumni and students will sing their lines to new music by Larsen, one of America's most performed living composers.

"I've heard it for months in my head, and now, I get to hear it with singers and orchestra," says Larsen, just in from Minneapolis for final rehearsals.

Larsen has composed more than 400 pieces of vocal and chamber music, operas and orchestral works.

She loved the story and language in "Picnic" and awaited the right opportunity to turn it into an opera.

"The play sings off the page to me," she says.

In 2004, UNCG had received $150,000 from Charles H. Babcock Jr., a Winston-Salem philanthropist, to commission an opera.

Holley wanted Larsen to compose it. He proposed English novelist Jane Austen's "Pride and Prejudice."

"But those words do not sing off the page to me," Larsen says.

She recommended "Picnic" instead.

Holley rented the movie and read and saw the play. He was hooked.

It's not the first time that "Picnic" has become an opera. University of Kansas faculty wrote and presented their own version in April 2008.

At UNCG, Larsen's involvement has enabled Holley, students and graduates to work with a high-profile composer and play big roles in a new opera from the ground up.

Linda Lister, a college voice teacher in Georgia who earned her doctorate at UNCG, was thrilled when Holley recruited her to sing the role of Madge.

"It's every singer's dream to be creating a role with the composer there, originating a part they have heard and imagined, and you get to bring it to life," she says.

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Holley, who directs "Picnic," is also part of its creation. He called on more than 150 people to bring the three-hour, three-act opera to life.

Eighteen singers, 11 as principal artists and others as "covers," or understudies.

A 55-member UNCG Symphony Orchestra.

A faculty jazz quartet.

A New York conductor.

UNCG costume designers, set builders and technical crew.

"It's huge when you think of the number of people and hours and elements that have gone into this," says Holley, who estimates the opera's total cost between $175,000 and $200,000.

Before she could start composing, Larsen needed the libretto, or text, from Holley. He began writing it in spring 2005.

"Libby said that we started with the perfect play," he says. "It is very operatic in nature, the way that it is structured."

Deciding which parts to keep and which to discard proved most challenging.

"If you set every word in the play to music, it would be a five-hour opera," Holley says.

Not too coincidentally, he finished on Labor Day 2006.

Like the play, the opera opens on Labor Day in the early 1950s, as two neighboring all-female households get ready for a town picnic.

Madge is preparing to marry Alan when his friend Hal shows up.

A spark ignites, and in a quick twist, Madge leaves town to follow Hal and her heart.

The 1950s setting strongly influenced Larsen's music.

Inge's play shows a culture at the crossroads of past traditions and its future vision. Themes of mobility, taboo and women's changing expectations permeate the play.

Jazz, too, was at a crossroads, moving into bebop and becoming highly improvised.

"So, jazz is the musical cultural vehicle that really works well with this play," Larsen says.

Jazz has been incorporated into opera before, notably in George Gershwin's 1935 "Porgy and Bess."

For "Picnic," Larsen recruited music faculty John Salmon, Steve Haines, Thomas Taylor and Ed Bach to become part of the opera -- as jazz quartet Ernie Higgins and the Happiness Boys -- and play works such as "Flo's Blues." Mezzo-soprano Cheryse McLeod Lewis is their singer.

And in an unusual twist reminiscent of jazz, she inserted short sections that called for singers to improvise, singing in their own pitches and rhythm.

"This is not done except in experimental opera, but this is not an experimental opera," Larsen says. "This is a jazz opera. ... This is more going back to where (Leonard) Bernstein left off and moving ahead 50 years."

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In early March, the cast began an intense schedule of daily rehearsals.

Her dark hair pulled back in a ponytail, Larsen alternately peered at her score, then over her glasses to watch singers. She mouthed their words and smiled.

She grasped a pencil in one hand and red pen in the other, the latter marking revisions.

"We are making changes to make the piece stronger and smoother -- small changes but important ones," she said.

For Larsen and other composers, the stakes in creating and premiering a new opera are high.

"It may be the only time in your life that you have the piece realized," she says.

For now, "Picnic" will be performed only three times this weekend at UNCG.

Whether it can be performed again must be negotiated with the Inge family estate, Larsen says.

Then there's another challenge.

Although a fair number of operas are commissioned, it's difficult to get them added to opera companies' repertoire of performances, Larsen says.

"Many opera companies base their selection, production and marketing on the notion that a piece must be well-known to audiences," she says.

Larsen, Holley and singers hope that "Picnic" goes on to performances elsewhere, beyond its last show on Sunday at Aycock Auditorium.

"What happens with a lot of modern pieces is that they might take the original cast," says Charles Schneider, whom Holley brought from Florida to play Hal.

Singer Lister hopes that happens, too.

But if not, she says, "The opportunity to be part of this little bit of history is pretty cool."

Contact Dawn DeCwikiel-Kane at 373-5204 or dawn.kane@news-record.com