What constitutes a rebellion against conformity? Is the desire for revolution a matter of action or simply a state of mind? In the 1990s, American counterculture was founded on the alternative, grunge, and punk rock movements that embodied the spirit of intrapersonal tension and social upheaval. The ideas emphasized through this counterculture have utilized and influenced many art forms, including theater. Steven Sater's Spring Awakening exudes the same rebellious spirit of the '90s, but the musical's setting, 19th-century Germany, does little to connect contemporary audiences to the themes. To accentuate the rebellious spirit inherent in the script, an adaptation of the work will be set in 1990s America. Furthermore, the internal conflicts of the three protagonists, Wendla Bergman, Moritz Stiefel and Melchior Gabor, each of whom represents an aspect of Sigmund Freud's map of the human subconscious, will be externalized through the characters' use of live musical instruments on stage . In each of the Poetics categories, changes will be made to the original production in order to release its underlying turmoil. The plot will be restructured as a framed narrative, known as the Chinese box device. Essentially, Spring Awakening will become a “story within a story.” The first scene, in which Wendla asks her mother about human conception, will be truncated and will serve as an external frame to the story. Wendla's mother will end the scene with “That a woman might conceive a child…” (Sater 17). Then, the plot will transition to the next scene, which begins within the framed narrative and proceeds normally. After the song “Those You've Known”, the musical will return to the first scene, to the shot, and will conclude... middle of the page...... At the same time, the actors will have to “rock out” during musical numbers while singing and playing instruments. Every decision made in this production of Spring Awakening focuses on highlighting themes of rebellion, psychological conflict, and the ability of high-energy rock music to influence social movements. These ideas are present in the script, but they are buried under an ineffective setting; fortunately, their universal applicability allows the musical to be transplanted into a more recognizable time period. Born during the American alternative rock movement of the 1990s, the musical invites contemporary audiences to think of rebellion as a psychological and behavioral issue, a form of personal motivation, and not simply the product of teenage angst. The heart of Spring Awakening ultimately lies in this deep thematic resonance and restless spirit.