Playwright Ludwig will direct. Ludwig replaced actor-director Richard Benjamin, who was previously expected to pilot the piece.

Barrett has put in memorable stays as the star of the Broadway shows Chicago and Annie Get Your Gun. He also starred in the London premiere of the recent revival of Kiss Me, Kate.

Ludwig hopes the eight-actor, one-set show will, like his Lend Me a Tenor and Moon Over Buffalo, make it to Broadway.

Ludwig is in the middle of a busy 2003-04 season: Not only has he directed two regional readings of Leading Ladies and seen the world premiere of his Shakespeare in Hollywood at DC's Arena Stage, his adaptation of Hecht and MacArthur's Twentieth Century played Signature Theatre in Arlington, Virginia, last August and then a separate Broadway staging by Roundabout Theatre Company starring Alec Baldwin and Anne Heche.

Ludwig said the readings of Leading Ladies in DC and Cleveland earlier in 2003 were instructive, and he's doing revisions on the script. Ludwig told Playbill On-Line Leading Ladies is "about two English Shakespearean actors who end up in the Amish country, in York, Pennsylvania, in the 1950s, putting on second-rate Shakespeare."

York is the town where Ludwig was born and raised. The British actors who find themselves in Pennsylvania in Leading Ladies are presenting a piece called Scenes From Shakespeare, "some horrible little show, where they tend to play the Moose Lodge and the Elks Lodge," Ludwig said. "I was exposed to this, I saw it, I was there."

The desperate thespians learn that a rich old lady in York is dying and will leave her money to her only surviving relative — the niece who takes care of her. But the lady wants to find her two long, lost nephews — who are English. She hasn't seen them since they were infants, when their mother took them to England.

"If she can find them, she wants to split the inheritance three ways — $3 million into $1 million for each," Ludwig explained. "These two actors decide to pose as the two nephews. There's one major, major twist in the story that changes everything."

The roles are "sort of like Tony Curtis and Jack Lemmon, which should give a pretty good hint about what happens in the play: The two English nephews turn out to be nieces. [They] have to go into the town in drag, wearing Cleopatra and Titania costumes from an old production. This convention hasn't been done on stage in a straight play since, literally, Charley's Aunt — at least that I know of, and I'm an addicted reader of stage comedies. And it just seemed to me that after a hundred and some years it was time to be done again."