Three new cast members will join the Off-Broadway comedy, Things You Shouldn't Say Past Midnight, starting Sept. 7. The newcomers are Hazelle Goodman, who's been doing a solo show at Joe's Pub during August; Peter Rini, whose Broadway credits include A View From The Bridge and Proposals; and Larry Storch, best known as Corporal Agarn on TV's "F Troop."

Goodman, Rini and Storch will take roles currently played by Clea Lewis (Grace), Jeffrey Donovan (Gene) and Nicholas Kepros (Mr. Abramson), respectively. Current cast-members Mark Kassen, Andrew Benator and Kate Gleason (who took over for female lead Erin Dilly a month ago) will stay with the production.

Peter Ackerman's sexually-tinged farce, which followed James Naughton: Street of Dreams into Off-Broadway's Promenade Theatre on the Upper West Side, started previews April 23 and opened May 13. The raunchy comedy tells of a couple (Gleason and Kassen) who 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 (Goodman), who in turn is having her own situation: a fling with a dangerous doofus (Rini) who wants to be more than just her "boytoy."

Goodman's other credits include a featured role as "Cookie" in Woody Allen's "Deconstructing Harry" and a memorable stint as a crime lord on NBC TV's "Homicide." Storch's legit credits include OB's Breaking Legs and a Broadway revival of Arsenic and Old Lace.

Jeffrey Richards, Ted Snowden, Jean Doumanian, Soloway/Levy and Good Friends/Michael Rothfeld are the producers of Things, which is Ackerman's first play. The author, 28, previously worked in another branch of the theatre -- as an understudy in the Off-Broadway play Visiting Mr. Green. Another Ackerman comedy, Urn, also recently played in Manhattan. Busy director John Rando is known for his work on David Ives' plays such as Mere Mortals and Lives of the Saints. He also mounted Do Re Mi at City Center for the Encores! series and is currently represented in Los Angeles by a revival of Merton of the Movies at the Geffen Playhouse.

For information on Things You Shouldn't Say Past Midnight, call (212) 239-6200.

-- By David Lefkowitz