CHESTER -- A young man walking down an empty street in Hell's Kitchen at night hears music coming through the window of a submerged apartment. He sits on the steps to listen. Inside the one room, an older man has a record on the player as he sits playing both sides of a chess game.

Ulysses, a DJ from Honduras, and Smith, a singer on the periphery of the music industry, meet by chance through the music of Josephina, a club singer. This meeting will become a friendship, and it may change both men. It could renew Ulysses' life. It could keep Smith alive.

"They're an unusual pairing of characters," said Byam Stevens, artistic director of Chester Theatre Company, where "Arms on Fire" will open on the 2013 season on Wednesday.

"Ulysses has a kind of self-contained politeness, stoicism, while Smith has a short distance from synapse firing to mouth."

Ulysses works in a peanut packaging factory, he explained. Smith has spent years on the periphery of the music industry, trying to break in.

They have both been hit hard.

"Ultimately, I think they're very good for each other," said Giuseppe Jones, who plays Ulysses.

James Barry, who plays Smith, agreed, "They're each exactly what the other needs to become more themselves."

They move toward each other in a spare script with an insistently alive sadness, like blues music.

And every word counts.

"It's a script that nurtures you," Stevens said, "that you spend three weeks of rehearsal exploring. We make discoveries every day."

Stevens has watched the play evolve and transform since the late 1990s, and he has worked with the playwright. Steven Sater is a published poet, and he will respond to Stevens' suggestions, often, with "it's not enough syllables -- it wouldn't scan."

Sater also writes song lyrics. He and Duncan Sheik, singer songwriter, have written Josephina's score of songs and music. They have already released all but one of the songs in "Arms on Fire" on an album, "Phantom Moon," Stevens said.

As Josephina, pop and Broadway singer Natalie Mendoza brings passion to Hell's Kitchen. A memory, a dream, a ghost -- she becomes a pulse.

She brings Smith and Ulysses together, and they need each other.

"Smith has a very American desire to succeed in a high visibility way," Barry said. He wants to make it big, and Ulysses challenges this ambition.

"It's almost like there's something wrong with you if you don't want that," Jones said.

"Smith thinks so," Barry agreed. "How could Ulysses be content with no one to call him brilliant?"

How can he be content in a studio apartment with little but a record player?

"He's been very lonely," Jones said, but "he doesn't want to be in the limelight. He's not going back to the radio."

He gave it up for strong reasons, and through him Smith will see them clearly.

"There's an ugly side to the entertainment business," Stevens said, "a scramble for who gets play, payola -- it's political, ugly and damaging."

"Smith will never make it in the music business," Barry said. "His highest platform for expression has no permanence. It's in-the-moment and interpersonal. It needs a pair of ears."

Smith may not be the next American Idol, -- but he is a performer.

He finds "his calling as a bard in this house," Stevens said.

Under Smth's influence, Ulysses opens up. He breaks his self-imposed exile and begins to talk about his past -- about the pain that drove him to Hell's Kitchen -- and about the woman singing on his record player: You were my soul and my silence, you were my hope, my lightness ...

Josephina sings music that makes connections between people -- music that holds onto life -- music that tells the truth and sparks friendship and fuels love. And she has a self-destructive side.

"Ulysses is haunted by his failure to save her," Stevens said. "Smith pulls the story out of him and drives him to share and confess and relive it."

"He realizes there's no stopping her," Jones said. "The only thing he can do to help is to be out of her way. That's very hard to do."

Jones' own father died from smoking too much.

"I tried for years to stop him," he said. Finally, he accepted that he couldn't. His father had to decide to change -- or not to.

"I realized I had to let him be who he was."

If you go ...

What: 'Arms on Fire' at Chester Theatre Company

Where: 15 Middlefield Road, Chester (in the Town Hall)

When: Wednesday to July 7, Wednesday to Saturday at 8 p.m., Thursday and Sunday at 2 p.m.

Admission: $17.50 (Saturday night rush), $30 to $35

Information: (413) 354-7771, www.chestertheatre.org