They're tough, they're unshaven, they're behind bars — and they are women.

In the 8 PM Feb. 19 benefit staged-reading of the cult noir film classic, "Caged," Lily Tomlin, Isabella Rossellini, Joan Rivers, Lorna Luft, Charles Busch and Lypsinka! will camp it up as tough-as-nails female prisoners.

Proceeds go to nonprofit God's Love We Deliver, which offers hot meals to housebound people with AIDS in the New York metropolitan area. Nonprofit TWEED Theaterworks is producing the reading at New York City's Town Hall.

The staged Caged!, drawn from the gritty 1950 movie, also features Wallace Shawn, Jackie Hoffman, Varla Jean Merman, Stephen Pell, Jay Rogers and Brenda Bergman.

The yarn tells the story of an innocent young girl wrongly imprisoned, and her agony in the joint. The performance is part of TWEED Theaterworks' "Fractured Classicks" series. This is the first stage production of the classic movie. The picture had some prestige: Eleanor Parker and Hope Emerson were nominated for Academy Awards for their performances. Benefit tickets range $25-$250. Town Hall is at 123 W. 43rd Street. For ticket information, call (212) 294-8138.

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The 14-year-old TWEED Theaterworks recently presented Lypsinka! The Boxed Set! in Manhattan and also staged a (mostly) male version of The Women at Town Hall.

— By Kenneth Jones