Think back to Hamlet in high school English class, and you'll remember that Rosencrantz and Guildenstern are the melancholy Dane's hapless friends who make a brief onstage appearance before being unwittingly sent to their deaths. In playwright Tom Stoppard's existential comedy, Hamlet and his cohorts are just background noise as the two characters (played robustly by Louis Pardo and Eric Czuleger) slowly come to grips with the unsettling fact that they're passing into oblivion.

Reinforcing the idea that the men are in a sort of purgatory, Stoppard asks for a black-box staging in his script, with nothing identifying where the two men are. Director Kevin Slay has ignored that request, putting the characters into a “lost theater storage” space, here a series of platforms, netting and props (neatly designed by Jill Boyon). If you've ever visited a theatrical storage space, you know it's filled with objects broken and neglected, all collecting dust and decay, but still carrying the vibrations and images of plays and performances past. Complete with a ghost light that flicks off when the action begins, the setting is in direct opposition to Stoppard's intent, but the in-joke works brilliantly. It allows actors easy access to props and furniture on the set's perimeter without the hassle of bringing things on and off, but it also works metaphorically as a graveyard full of abandoned memories.

As the angels—or are they devils?—leading Rosencrantz and Guildenstern to the grave, Slay has pumped up Stoppard's Tragedians, turning them into a Cirque du Soleil-inflected gaggle of actors (Garret Hummel-Esparza, Chris Duir, Chris Roque, Fernando Ramirez, Noel Salter and Nick Rocz, all colorfully costumed by Deborah Dufour) squealing and camping their way through the men's last moments. Their scenes, performed as dumb show (silently and wearing masks), are evocative in their simplicity.

Slay's sole misstep is splitting the character of the Player—the head of the Tragedians, who also functions as the play's narrator—in two. Tiffany Cole and Taylor Braasch's Siamese twin-like Player 1 and 2 divvy up the lines or deliver them in tandem. While it adds another touch of surreal creepiness to the chaotic circus, neither actress has the authority the role needs, giggling and teasing their way through Stoppard's densely intellectual repartee.

Still, Slay reallygets Stoppard's many complexities in his intricate, elegantly staged production. With clarity of vision showing itself in practically every choice, he guides us along, much like the Player does Rosencrantz and Guildenstern, in full knowledge that the audience is as smart as he and Stoppard are. It's rare to go to a local theater and have a director so care about details that he refuses to patronize the audience and play to their expectations. A great deal of thought went into this production—and what a refreshing breath of air that is.

Rosencrantz N Guildenstern Are Dead aT the Cal State Fullerton Performing Arts Center's Hallberg Theatre, 800 N. State College Blvd., Fullerton, (714) 278-3371; www.fullerton.edu/arts/events. Thurs.-Fri., 8 p.m.; Sat., 2 N 8 p.m.; Sun., 2 p.m. Through Nov. 18. $9.

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