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They say only one American in 10 regularly attends the theater. Watching a live performance seems to bring back the worst classroom memories for many people -- no talking allowed, no popcorn or beer, no quick toilet breaks -- nothing to do but pay attention.

How strange, then, that dozens of local companies have enlisted the services of a Buffalo theatrical troupe to perform skits as a training device for their employees. Many social agencies, too, are having these actors do workshops for their patients and clients.

Now in its eighth year, Theatre for Change performs with nary a script in sight. The actors follow a story premise, tailored for the client, but they carry it out almost entirely by improvisation.

Afterward, the actors remain in character to interact with their audience during a "talk-back" period. They invent on-the-spot answers about themselves and defend their actions in the skit. If sufficiently provoked, they may rekindle the conflict with each other -- or argue with the questioner.

In recent gigs for local firms and agencies, the 13 actors and directors who make up the traveling troupe have seen some unlikely acting-out by members of the audience:

A resident at a Bry-Lin clinic got so carried away during a skit between a recovering addict and an active drug user that he suddenly asked if either had a gun . . . and, when he heard sirens, darted from the room in alarm.

A nursing home worker got into a shouting match with an actor who was portraying a nursing home dietitian with undisguised contempt for all nurse's aides.

A police officer in Cheektowaga, watching a scene about domestic violence, asked whether the husband was armed and, not getting a satisfactory reply, walked up to the stage and frisked the male actor.

"What we're trying to do is make them think and, hopefully, have an emotional experience as well," says Darleen Pickering Hummert, founder and artistic director of Theatre for Change. "Because that's when I think you can affect somebody. It's using the power of theater -- an extremely powerful medium."

During a recent performance for Outokumpu American Brass Co., an all-male audience of middle managers assembled for a drama about sexual harassment. Claudia Catalano played a factory worker who was being hit on by a new guy in the plant, played by Phil Knoerzer. Tim White played the less-than-sympathetic supervisor to whom she tearfully complained. ("I mean," White responded, "sexual harassment to one woman is another woman's lucky day.")

When the scene was over, it was the audience's turn to speak.

"At first," Hummert recalls, "they were very reluctant -- they weren't asking any questions. I asked them later. This one fellow said, 'In the scene with the supervisor, she was crying; and God, I didn't want to see her do that again.' "

In most cases, however, Theatre for Change is able to get members of the audience to become active players in situations where they normally would remain passive.

Actors spent a morning recently at Bry-Lin in Alden to perform for 40 residents in the cafeteria. Maureen Ann Porter played Sue, whose boyfriend, John, had just come home from Bry-Lin and was going for a job interview. Today, to really engage the residents, one of their own took the part of John, and Hummert told him the plot.

"You don't want to pre-plan what you're going to say," she advised. "You want to listen to the other actors and respond to whatever comes out. Listening is everything. It's strictly improvisational."

"And don't react the way you think we want you to react," added Porter. "We're going to let the actors decide how it ends."

The lights dim. John and Sue come out. Immediately they get into a squabble over whether he must give her his paycheck so he won't be tempted to blow it on drugs. It gets so hot, John threatens to move out of Sue's house.

When the first intermission came, four hands shot up in the audience.

"You're not supporting him," a woman told Sue. "You're yelling at him."

"He got me angry!" Sue shot back without missing a beat. "I've supported him every time he's been in and out of rehab."

"She's controlled me all these years," John interjected.

"Controlled?" Sue said, glowering at John. "He sold my mother's watch!" Now she was shouting in the Bry-Lin cafeteria. "My mother died and left me an antique watch, and he sold it -- and I'm still here with him -- don't you call that support?"

A woman resident told Sue, "It seems to me like you are really afraid of his recovery, because you might lose your position as being a caretaker." She suggested that Sue attend an Al-Anon meeting.

"She has no idea what an addict is," John agreed.

"Have you ever used drugs?" someone asked Sue.

"I smoked cigarettes for 10 years, and I quit," she replied.

"What's a cigarette got to do with drugs?" John exclaimed.

Then a young man in a violet shirt spoke up.

"Compromise a little," he advised Sue. "At least give him part of the money, so he doesn't have to look like less than a man and beg."

"What is this less than a man thing?" Sue snapped.

"It ain't a man thing," John said. "It's reality. I'm gonna take care of you, and not be tooken care of."

"John," a man spoke up. "Coming from the heart, tell me now: Don't you feel you lost some of that manhood though the use of drugs?"

John turned silent.

In the next scene, Sue is dropping off John for his job interview, when Marcus -- an old drug-user friend of John's -- stumbles on the scene. The residents laugh and applaud actor Richard Satterwhite's quick change into grungy clothes, with a black eye and two blacked-out teeth. Before leaving, Sue pleads with Marcus not to talk John out of going in for the job interview.

"You gonna get a job?" Marcus asks John, astounded. "God-damned!"

"You should get one, too," John tells him. "Why don't you get yourself together, my brother? Look at your teeth, man!"

"I'm all right just the way I am," Marcus replies. "Don't come preaching at me."

During the next intermission, a young woman stood up for the first time: "Marcus!"

"How you doing, girl?" he smiled.

"I'm reaching out to you, OK? I'm a recovering addict today, and I got to go along with your main man over there. You would be a fine somebody, if you'd get your teeth fixed, and get you some recovery. OK?"

Marcus looked dumbfounded.

The final scene finds John in a laundromat. Marcus bops in, suggests they go to his place and get high, and a loud argument ensues.

"Do either of you guys have a gun?" the man in the violet shirt suddenly asked from the first row.

They ignored him.

At the climax, as the director mimicked approaching police sirens, the man in violet abruptly got up and ran from the room.

"I felt outnumbered," he explained later. "I didn't know if they had a gun."

Such is the power of theater -- even among recovering addicts who wouldn't be caught dead going to a play.

As the actors were packing up, one of the women came over to talk about their work. Someone had handed her a bouquet of flowers.

"With me leaving today," the woman told them, "it kind of really helped me. I'm set to go to my meetings! God bless all you."

There were hugs all around.

"They readily recognize themselves in one of us," Porter said later. "They, in essence, are helping to fix themselves by helping to fix us! As an actor, so seldom do you get to use your talent to really help people."

"At the market where I work on Elmwood," Satterwhite said, "I've had people come to the counter and say: 'Don't you remember me? I just got out of Bry-Lin, I've been out for three weeks, and I'm still clean.' "

Karin Fries, Bry-Lin's recreation therapist, thanked the actors for what she called "recovering theater," which she said promotes confidence in social settings.

"It's a big risk for them to get up in front of others, expressing their feelings and emotions," she said. "The first time, we weren't sure what it would be like. But the response of patients was overwhelming -- they were just in awe."

When Darleen Pickering Hummert started the troupe in 1989, she sought out actors who would have a commitment for social change. Their initial target was domestic violence. She credits Katey Joyce, director of Haven House, with giving birth to Theatre for Change by taking a chance and enlisting Hummert to write and direct "Father Knows Best."

Since then, the issues have expanded with the times.

"Some of these situations can be kind of volatile," Hummert acknowledges. "You might ask: 'Gee, is it such a good idea to open up a lot of stuff?' For the most part, we've found it is. The format we use makes it easier for people to deal with difficult issues than pinning them down and saying, 'Tell me what you really think.' "

To do this, the actors leave the comfort zone of their own theaters and create one on the spot for their listeners -- with no lights and minimal furniture and props.

Only a few actors are comfortable with theater-on-the-edge, especially the improvisation.

"We've had actors try to work with us and they can't because of all the improv," says Gail Golden-McHugh, an associate director of Theatre for Change. "Some actors are very traditional -- like, Where's the script? Well, we don't need a script. Let's all work together and develop it. Oh? What's my blocking? Who knows? Well, what's my cue? Well, you haven't got it."

Associate Director Tim White calls improv the ultimate challenge -- and fulfillment -- of acting.

"This is the kind of work that we were trained for," he says, "actually using subtext, and dealing with real issues in a formatted situation -- and being able to come back in character. I mean, as actors working on a stage, we don't always get to use that perspective of training. It's the best kind of theater, what we're doing."

Guest actor Guy Wagner says he used to shy away from improv until he did work with this troupe.

"When they start asking you questions, that 'suspension of disbelief' kind of intensifies -- they believe that we are these people," he says. "I had one guy who wanted to take me outside and fight."

It happened in Detroit, when the troupe was giving one of its many workshops for the Ford Motor Co. and United Auto Workers.

"It was a sexual harassment workshop, and I was hitting on Maureen Porter," recalls Wagner, who is a body builder. "A guy got up and said, 'Would you talk to your sister that way?' I said she wasn't my sister. The guy's like, 'Somebody should teach you a lesson.' I'm like, 'You gonna teach me a lesson?' 'Oh, yeah, here, come on,' he says, 'let's go outside!' The facilitators had to jump in."

Today, Theatre for Change will tackle any issue that a client wants to explore. In a recent gig at Buffalo State College, nine actors performed for about 40 nursing home employees, brought together by Marian Deutschman, a professor of communication. The mission was to help nursing home personnel identify potential internal problems.

In one scene, Emanuel Fried is visiting his wife, played by Elsie S. Robertson, in a nursing home. The elderly Lowensteins are thrown into a staff imbroglio during a poorly timed "patient review meeting."

When a bureaucratic charge nurse, played by Bess Brown Kregal, refers to the resident's "ADL" (activities of daily living), Mr. Lowenstein responds in his old Yiddish diction: "ADL? What's the Anti-Defamation League got to do with Sara?"

The audience laughs, but not the staff.

"Nathan," the wife suddenly pleads, "can we go home now?"

The staffers don't know how to react to this, either.

During the intermission, someone asked Kregal why she would use technical terms that her patients don't comprehend.

"So they're educated to the term," she replied stubbornly.

In the next scene, Ms. Kregal plays a busy and highly stressed daughter visiting her cranky mother, played by guest actress Jeanne Cairns. The mother suspects a black staffer of stealing her jewelry; the daughter says the jewelry is back at her house; they have a blowup, and the daughter storms out of the nursing home.

In comes a nurse's aide, played by Tim White, who is African-American. Mother chews him out for entering without knocking, but soon he has procured an invitation to sit down and chat.

"I'll tell you a little secret," he says to her sweetly. "I don't listen to rap music, and I'm not going to steal from you."

Mother complains about two "Puerto Rican" staffers, but the aide gently corrects her: One of the Hispanics is in fact Cuban, and the other is Dominican.

Soon she is accepting his invitation to take a walk outdoors.

"Thank you," she beams, "for taking the time to listen to me."

Something extraordinary happened during the talk-back period, when all three actors were back on stage. Someone asked the daughter about her conflict with her mother, and as Kregal improvised her answer she began to weep real tears.

Her audience melted for her.

"That fellow in the front row kept asking me why I didn't hug her," Ms. Kregal explained later. "And I felt very put upon by that. I wanted to tell him, 'You don't know what the history of the family is: the fact that my mother is always down on me. And this thing about me having a baby -- OK, so I'm 40. But I'm giving life -- and even this she was downing me for.' "

Kregal, in fact, had given birth to a baby last year.

In theater improv, everything is grist for the subtext.