This is the classic example of taking lemons and making lemonade. When Steven Epp approached Michelle Hensley with the idea of adapting Carlo Goldoni's "Il Campiello," the artistic director of Ten Thousand Things Theater demurred. The script was archaic and misogynistic, she said.

Epp, however, persuaded Hensley that he could shake the dust from this creaky play about life on a Venetian plaza and infuse it with commedia dell'arte style. "Campiello" is 90 wild minutes of theater in which nine actors take a full run at trying to top each other. Amid the controlled chaos are comic solo turns, juvenile putdowns and just enough love to create a celebration of humanity.

Hensley produces the best Shakespeare in town, she breaks down musicals to their spiritual core, and now we can add commedia to the list of reasons that make Ten Thousand Things an essential -- not an optional -- theater habit.

"Il Campiello" takes place on the last day of the Venice Carnival. Passions are high, the mood is giddy and bawdy rivalries are sharpened as old crones and their daughters parry over available men. A dashing stranger splashes on the scene with eyes for the one woman everyone hates. Small breezes of action slowly but unmistakably swirl into tornadoes and before you know it, there's a happy ending.

Epp has injected a distinctly modern edge to Goldoni's script. Characters trash talk, as if they're marching through a junior-high locker room, spitting insults like "stink bucket," and "lard butt" and "fart muncher" at each other. Stupid? It might be, if the characters didn't take it so seriously -- which is exactly where the humor comes from.

Hensley's actors have a field day. Sarah Agnew turns herself into a toothless, hunched-over hag whose best moment finds her digging into her pantaloons for a ring and pulling out everything but the kitchen sink. Nathan Keepers is a human rooster challenging those who dare glance at his girlfriend. He also plays a scalding, pint-sized uncle who repels anyone daring to set foot in the plaza.

Randy Reyes is the stranger, a white-clad dandy whose joie de vivre masks a quiet desperation. He announces himself with a gesture which, slightly vague in its intent, is likely naughty. He's chasing Gasparina, whom the other women despise. In the hands of Christiana Clark, though, this tall, cool drink of water is so charming and friendly that we can't help but root for her.

Elise Langer and Kimberly Richardson play tooth-and-fang rivals with catty delight, Thomasina Petrus and Karen Wiese-Thompson pitch in with scowling visages and Brian Curtis James mops up as the straight man.

This might be the most fun you have in the theater all fall. Give it chance.