When award-winning choreographer Stephen Mear saw "Ragtime" at its Broadway debut in 1998, he couldn’t get over how many people were in the production.

"I always remember there being so many people in the show," he joked, clutching his head in his hands in an expression of mock horror. "I kept thinking, my God, where are they all coming from? Who’s looking after this show?"

Fifteen years later, he’s the one looking after this show. Mear is now in Milwaukee, teaming up with Mark Clements for "Ragtime" at the Rep. The show, which will be the biggest production ever staged at the Quadracci Powerhouse, opens Sept. 17 and runs through Oct. 27.

"I’ve been asked to do this piece before and I’ve turned it down, thinking there was not much to do, because I love doing big numbers," he said. "And of course I got here and there’s loads to do, also because Mark’s very collaborative. It’s great; it’s like we’ve never left working with each other. He’s a really generous director to work with."

For Mear, it’s a full-circle experience. He last worked with Clements 13 years ago when they staged "Soul Train" at the Victoria Palace; the show later went on tour, and Mear got an Olivier nomination for his choreography.

"Mark actually gave me one of my first breaks," he remembers. At the time, Clements was the artistic director of the Derby Playhouse, and was incorporating more musicals into the lineup; the two had first met when Mear was a performer in "Grease" in the early 1990s.

"When you’re starting out, you desperately want to prove yourself, and you see people’s opinions of you changing. And the respect thing is nice – you don’t ask for respect, you always get respect, if you’re good at what you do, so you kind of notice that little change happening," said Mear.

After "Soul Train," he traveled around the world choreographing theater and racking up more Olivier, Tony and Drama Desk Award nominations. He says Australia and New York are his favorite places to work – partly for the reverence held for the theater in New York. After "Ragtime," Mear will return to London to work on "Stephen Ward," the latest Andrew Lloyd Webber musical, and from there will go to New York to choreograph "Die Fledermaus" at the Metropolitan Opera House.

It’s his first time visiting Milwaukee, which rolled out the Harley-Davidson red carpet for him.

"I can’t believe how little traffic there is on the streets here – apart from the Harleys last week," he laughed. "I thought it was really fabulous. I loved the energy that was around. I would be on the phone in the street and like 20 would pass me. And the weather’s been beautiful as well, not that I’ve seen it much."

Mear has been busy in rehearsals for "Ragtime," which he is finding to be one of the most emotionally challenging pieces of his career. The epic Tony Award-winning musical follows the intertwined stories of a privileged white family, an African-American couple and an immigrant father and his daughter at the turn of the 20th century.

"We’ve had people – me included – in tears in rehearsal because it’s so heart-wrenching," said Mear. "I mean, it’s fantastic, plus the talent that is in this cast, plus the vocals. And the story is so beautiful, the mixture of the immigrants and all the racial storylines. Everybody relates to something in the show. But boy, we’ve had – not just tears, I mean hysteria nearly, about three or four times."

So will "Ragtime" make Milwaukee cry?

"Oh my God, without a doubt," he said. "I said to Mark yesterday, Oh my God, I really think I have to do ‘42nd Street’ next year, I don’t think I can cope. I was a mess. I’ve never actually burst into tears. The end of Act One just about kills me."

At the time of its debut, some reviews accused "Ragtime" of veiling narrative and thematic issues with a grandiose production. Mear disagreed.

"I thought it was amazing when I saw it, but I think at the time it wasn’t as acceptable as it is now. Time changes," he said.

"I feel it really does apply to now even more so. Some of the things that happen, the themes, really does apply so much to now. It’s funny how people move into a country and it’s their country, and they become quite racial about other people coming in. It’s amazing – it happens in England. It’s so interesting, all that – like we had the Polish people coming in and suddenly all the Indians and Asian people were saying, Oh, they’re taking our jobs! I find prejudice such a shock to me to this day but it still goes on in so many different things."

Mear is drawing on a number of different types of dance for "Ragtime’s" choreography, because – just like the score and the story – it weaves a colorful tapestry of rich traditions. The opening number runs nine minutes, and to keep a sense of order, Mear has incorporated patterns throughout ("I’m very obsessed with Busby Berkeley!").

"I love telling a story through a dance. I don’t think I would ever want to do a show again if it was just for dance’s sake," he said. "I think dance should move forward the story as much as the score, otherwise for me it’s not an interesting challenge. I trained as an actor as well as a singer and dancer, so everything I do, I do for a reason."

And with all those nominations and awards – plus the obvious admiration of a theater heavyweight like Clements – it’s safe to say, Mear has some pretty good reasons.

For more information on "Ragtime" at the Quadracci Powerhouse, visit milwaukeerep.com.