Erin Dilly and Clea Lewis star in the new Off-Broadway comedy, Things You Shouldn't Say Past Midnight, which began previews at the Promenade Theatre in New York April 23 and opens May 13. Dilly recently appeared in the Encores! production of Babes in Arms. Lewis, meanwhile, is best known for her portrayal of Audrey in the sitcom "Ellen."

Also in the cast are Andrew Benator, Jeffrey Donovan, Nicholas Kepros and Mark Kassen. John Rando directs. Jeffrey Richards, Ted Snowden, Jean Doumanian, Soloway/Levy and Good Friends/Michael Rothfeld are the producers.

Peter Ackerman's comedy follows James Naughton: Street of Dreams into Off-Broadway's Promenade on the Upper West Side. The work is described as having "six characters, three beds, a party line telephone, twists, surprises, pillows, mattresses and laughter." When a couple (Dilly and Kassen) find their coitus interrupted by a 3 AM squabble over three little words -- and they're not "I love you" -- she runs to her best friend (Lewis), who in turn is having her own situation: a fling with a dangerous doofus (Donovan) who wants to be more than just her "boytoy."

Things, which will receive its premiere in New York, is Ackerman's first play. The author, 28, previous worked in another branch of the theatre -- as an understudy in the Off-Broadway play Visiting Mr. Green.

The busy Rando is known for his work on David Ives' plays such as Mere Mortals and Lives of the Saints. He is also set to mount Do Re Mi at City Center for the Encores! series, said producer Richards.

For information, call (212) 947-8844 or (212) 580-1313.

-- By Robert Simonson