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"This play is too hard," said one woman to another, at intermission. They gathered up their coats. By the time intermission had ended, they hadn't come back.

In fact there were several dozen empty seats after intermission at Pioneer Theatre Company's opening performance of "Arcadia." Tom Stoppard's play is difficult. But it is also wonderfully rich.Artistic director Charles Morey tried to help by mailing out his director's notes before the performance to all season ticket holders. He wrote, "The subject matter includes particle physics; chaos theory; literary history; aesthetics and landscape architecture . . . and the eternal swing of the pendulum from intellect to heart, from reason to emotion, as expressed in the evolution from the Enlightenment to the Age of Romanticism."

Morey also told his audience that they didn't need to understand chaos theory to understand the plot. "Stoppard tells us everything we need to know to enjoy the play. The subject matter is incidental and channels into an overarching and profound theme: `Why are we here?' and `Where are we going?' "

Morey is right. There is a wealth of meaning in this play. About 80 percent of the audience was able to relax and enjoy the interplay between characters without needing to understand exactly what was going on. But for others it was too confusing. If you think you would enjoy it more if you understood more, do what I did: Read the play before you go.

First, I looked up Lord Byron in the encyclopedia, just to remind myself about the life of the play's only nonfictional (but unseen) character. Then I read enough of the play to find out how delightfully intricate it is. I didn't read to the end because I didn't want to spoil the mystery.

On it's most simple level, "Arcadia" is a mystery. The first scene takes place in the study of a large country house in England, in April 1809. The second scene is in the same room in modern times, when the owners and two historians begin to be caught up in trying to figure out exactly what took place during that fateful month in 1809.

Was Lord Byron at the home? And if so, was he being his usual swashbuckling womanizing self? Did something happen that caused him to run away? Because, in reality, Byron did leave England in 1809 and didn't return for several years.

Mark Dold plays Septimus Hodge, the tutor in the home of Lord and Lady Croom. He is tutoring their daughter, Thomasina Coverly, who is 13 when the play begins and 16 in a later scene. Audiences might recognize this East Coast actor from the Utah Shakespeare Festival or from soap operas. (In fact, several "Arcadia" actors are regulars on the soaps.)

The Age of Enlightenment and the Romantic Age mingle delightfully in the character of Thomasina. She is a brilliant young girl, as passionate about math theories as she is about learning to dance. Jessica Walling plays her most charmingly.

Anne Stewart Mark is great as Lady Croom. She's a secondary character but quite funny. Daniel Garton is Gus/Augustus - his double role adds to the intricacy and mystery. Kate Anthony is Chloe Coverly. It's Anthony's first appearance in Utah. She's a professional. So is Ezra Barnes, who plays Valentine Coverly, a scientist, and a descendant of the flamboyant original owners of the home.

Then there are the usual solid performances by PTC regulars. Max Robinson plays a blustery 19th century naval officer. David Spencer is the deceived husband. Richard Mathews is a doddering servant. Robert Peterson plays the architect who has been hired to redo the estate's formal gardens.

Joyce Cohen brings a Kate Hepburn toughness to the role of Hannah Jarvis, a modern historian who refuses to be charmed by overcon-fident, fellow historian Bernard Nightingale (played by Matthew Loney). It's Loney's third appearance at PTC. We hope for more.

The set, a simple but pretty room, was designed by Gary English. The costumes - Lady Croom's red and purple number was my favorite - are by Bill Black. Lighting is by Jeff Hill, and music is by James Prigmore.

That said, I must add that you hardly notice any of these details, because you're so intent in listening to the dialogue. You are trying so hard to pick up the nuances that any distraction - from the woman in the seventh row who rattled a wrapper to the microphone in center stage rear that overamplified whenever an actor came in range - is a major distraction.

But, once again, all your concentration will be worth it. You will be charmed by the way the dialogue weaves together the past and present. "Am I the first to think of this?" asks Thomasina Coverly. "Am I the first to think of this?" asks her not-half-as-bright great-great-niece.

The fact is that Tom Stoppard was not the first to think of any of the theories his actors discuss. But he brings them all together in such new and pretty ways, you can't help but admire his skill.

- Sensitivity rating: Some profanity and sexual innuendo. May be too "wordy" for young audiences.