In the theater, there are certain words one tends to hear three weeks before opening night. Most of them aren't pretty.

At rehearsals for "A Midsummer Night's Dream," which opens tonight on the Lyceum Stage of the San Diego Repertory Theatre, the operative word, surprisingly enough, was "courage."

Courage? Certainly, doing Shakespeare is always a challenge, but what is there to be frightened of? Are these people novices?

Hardly. The cast, culled from New York, Los Angeles, Seattle and San Diego auditions, is highly experienced.

The leads have worked in a variety of media and places, including film, television, Broadway, off-Broadway, the La Jolla Playhouse and the Old Globe Theatre. Keith David, who played King in the Oscar-winning film "Platoon," has played the part of Oberon twice before.

This, however, is the first time David will be singing his part, and he is a bit nervous about it. Like the rest of the cast, he will be improvising to jazz melodies created for this world premiere by jazz hall of famer Max Roach.

"I have great amounts of anxiety . . . (but) the only reason I'm doing this play thrice is that we're doing it this way," David said. "It's another way of reaching the people and exposing Shakespeare to jazz audiences and jazz to Shakespeare audiences.

"It's very exciting. Very different."

Being different is something that director George Ferencz is known for. As resident director of New York's experimental La Mama theater company for five years, his most recent success was "Shepard Sets," a trilogy of Sam Shepard plays done with a score by Roach that won an Obie.

There the actors did not sing, but spoke against the backdrop of Roach's music.

Ferencz and Roach see this project as a natural, if much more ambitious, extension of their previous work. Here they have been working much more closely with the actors to create an atmosphere in which, in the great jazz tradition, improvisation reigns.

While there are definite limits in terms of chords and staging, Ferencz says that within these limitations, "they (the actors) can do anything.

"The structure is the base line. The melody is the actors. Every night is going to be a totally different performance."

Jazzing up "Dream" isn't entirely new. In 1939, Louis Armstrong, Benny Goodman and Pearl Bailey tried a version at Radio City Music Hall. It closed a week later.

Ferencz and Roach have more confidence in their 1987 San Diego audience.

So does the producing director of the San Diego Repertory Theatre, Sam Woodhouse. Woodhouse is the catalyst who got the project off the ground and into the Lyceum.

When Ferencz and Roach spoke at the National Theater Communications Group last year, Woodhouse, along with the Rep's artistic director, Doug Jacobs, was in the audience.

Ferencz remembers that many producers were excited about what he and Roach had done with the Shepard plays.

"When we came off the stage, people said: 'Would you like to do this?' 'Would you like to do that?' What Sam said was: 'Would you like to come to San Diego and create?' He displayed a tremendous amount of courage."

A process of three-way discussions began. Woodhouse minimizes his involvement in the process, brushing off Ferencz's allusion to his "courage" with a wave of the hand.

"Mostly it was me saying to George: 'What do you really want to do?' When he said: 'What do you want to produce?' I said: 'I'm not here to tell you what to do. I'm here to tell you to dream.' "

The dream became "A Midsummer Night's Dream." But it didn't end there. When the commitment to a jazz version was made, Ferencz and Roach decided that the uniquely democratic spirit of this native American musical form should extend to the actors.

They encouraged them to explore a freedom of interpretation that most of them, like David, found initially unnerving, but ultimately exhilarating.

Jim Morlino, who plays Lysander, at first worried that the music might be a burden "dumped on the text."

But "after a few days I realized how liberating it is. If we need to spit out a line or scream a line, we can. So rather than being held down or restrained by the music, it sets me free."

Ferencz found that the unconventional nature of the material necessitated unconventional rehearsals. Although the show had come together in time for preview audiences, three weeks before opening night very little seemed set in the way of interpretation or staging. Obie-award-winning actress Sheila Dabney lay on her stomach in one room arguing with David about an exchange that her Titania has with his Oberon.

In the main room, Natasha Kautsky's Helena tried out some graceful twirling dance steps while Joe Kane as Demetrius experimented with laughing in tempo.

Ferencz sailed in wearing a big smile under his straw hat.

He had Kane and Kautsky rehearse the scene in which Helena beseeches Demetrius to treat her as his spaniel--in short, do anything but leave her.

The way she crooned it, it could have been a Billie Holiday song.

Ferencz listened, reserving judgment and encouraging them to show him all the ways they had considered doing the exchange.

It is his willingness to hear even what doesn't work that makes Dabney say: "George is courageous because he gives you the freedom to create."

Courage is a word Ferencz, like Woodhouse, shrugs off when applied to himself. Ferencz prefers to say he is having the time of his life, coming up with new twists on this old classic.

The music won't provide the only surprises, he promises. There will be magic tricks. Audience involvement.

Ferencz said: "We came here to do a great show. Roach said: 'Take no prisoners!' "

Ferencz grinned mischievously. "Expect the unexpected."

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