"We've watched him for years at Ashland and we're excited to get Kremer down here. 'Matchmaker' will be fun for the whole family, as will 'Twelfth Night,"' said Adams.

• TWELFTH NIGHT, is directed by B.J. Jones, an enthusiastic director from Chicago who "is a combination of Michael Don Bahr and Fred Adams," according to Phillips. "He has an anything-is-possible attitude." Jones is setting the comedy in a Gypsy camp.

His cast will include Shelly Gaza as Viola, Michael Sharon as Orsino, Phil Hubbard as Sir Toby Belch, Donald Sage Mackay as Malvolio, and Carey Cannon as Olivia.

• KING LEAR, directed by J.R. Sullivan, is considered Shakespeare's grandest and stormiest tragedy. Phillips says the staging for "King Lear" is built around a disc-like medallion in the center of the stage — a huge round circle of earth.

As Lear begins to fall apart (after spurning his youngest daughter, the one who truly loves him, and placing himself into the cruel hands of his other two ambitious children) the medallion slowly disintegrates. Writer G.K. Hunter has described the drama as "a Stonehenge of the mind."

Performing opposite Don Kremer as Lear are Carole Healey as Goneril and Carey Cannon as Regan, his two older, self-obsessed daughters, and Shelly Gaza as Cordelia, the youngest daughter who loves her father but who is disinherited by him.

At the end of the play, those who've met tragic ends are buried under the rubble of what's left of the medallion.

• CANDIDA, George Bernard Shaw's comedy about marriage, is directed by the festival's casting director, Kathleen F. Conlin.

"'Candida' has a sweet humor about it," says Adams. "It sound kind of grim and austere but it's not. There is wonderful wit in it as Shaw is tweaking the institution of marriage. You have this misogynist writing about marriage, but it's not negative. Shaw is saying that marriage is only as successful as the two of you can make it."

The central character is Candida (played by Anne Newhall), an attractive young woman who is taken for granted by her husband, the Rev. James Morrell. He, on the other hand, is content with what he feels is the "perfect relationship. Their marriage is tested by the arrival of a young poet, Eugene Marchbanks, a painfully shy youth.

Newhall may be best remembered for her role as Billie Dawn in "Born Yesterday," among other USF appearances. The cast also includes Donald Sage Mackay as Rev. Morell, newcomer Shawn Fagan as Marchbanks, and Kieran Connolly as Mr. Burgess, Candida's father, a drunken reprobate who stirs things up.

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E-mail: ivan@desnews.com