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On the second floor of a well-scrubbed Highland Park strip mall, two guys dressed like hobos stare at a third down-at-the-heels character named Lucky, who has drool streaming from his mouth.

Marc Silvia, the actor portraying Lucky in Samuel Beckett`s ”Waiting for Godot,” is playing the existential angst to the max.

Sitting barefoot in the darkened auditorium of the Apple Tree Theatre, where all this is taking place, founder and co-director Eileen Boevers whispers comments to her co-director Mark Lococo between sips on a diet cola. She seems amused by this over-the-edge portrayal. Before the play opens, the apparently rag-tag cast, which stars Ross Lehman and James Sudik as philosopher-clowns, will have honed their schtick to a fine sheen.

A couple of months earlier, this same space had been occupied by yuppie characters engaged in slick, thirtysomething-ish dialogue for ”Eastern Standard,” a play about AIDS, homelessness and `80s greed, which made its Midwest debut at Apple Tree.

And on Oct. 4, the small but versatile stage will accommodate the first Midwest production of ”The Rothschilds,” a musical by ”Fiddler on the Roof” creators Jerry Bock and Sheldon Harnick, fresh from ”The Rothschilds” recent revival at New York`s Circle in the Square Theater.

Since its beginnings eight years ago in the same Highland Park church basement that launched Steppenwolf Theater, Apple Tree Theatre has introduced North Shore audiences to a wide-ranging series of productions. In the process, Apple Tree, geographically far removed from the hustle and bustle of Chicago`s off-Loop theater scene, has emerged as a little engine that could.

”The things that I have seen at Apple Tree are extremely high quality,” said Michael Frazier, a Chicago theatrical producer whose credits include

”Oil City Symphony,” ”Forbidden Broadway 1990” and ”Sammy Cahn: Words and Music.” ”The programming is highly imaginitive, because they are doing Midwest premieres. One of the first things of theirs I saw was `Sweeney Todd.` It was first rate, even better and a lot more focused than the New York production.”

It was the theater`s 1985 scaled-down ”chamber” version of the Stephen Sondheim musical ”Sweeney Todd,” starring Alene Robertson, that first put Apple Tree on the map. That year, Apple Tree beat out Goodman Theatre`s much more expensive production of ”Sunday in the Park With George” to win a Jeff Award, Chicago`s equivalent of the Tony Award, for Best Production and four other categories.

Since then, Apple Tree has won critical acclaim, a gradually increasing audience and a stellar reputation among actors for such productions as Noel Coward`s ”Design for Living,” the musical ”The Mystery of Edwin Drood” and the Midwest premiere of the musical revue ”Closer than Ever.”

Apple Tree, the only not-for-profit professional theater in Lake County, began in 1983 as the offshoot of Boevers` Performing Arts Workshop. Boevers earned two degrees from Northwestern University and taught at Niles High School before moving to Highland Park to raise a family. She began the acting classes in 1970 as a result of coaxing from a neighbor who knew of her theater background in college.

”I was under pressure from my neighbors, so I started the workshops,”

she recalled. ”The theater arose out of an alliance of artists teaching in the area. We built a constituency from the families of our students.”

Boevers has continued to rely on the workshops as a core activity of her operation. Apple Tree managing director Sylvia FerroNyalka supervises a program that each year enrolls nearly 1,100 North Shore youngsters from 4 through 18 years of age for classes in voice, creative dramatics and scene study. During the summer, Performing Arts Workshop supervises drama day camps sponsored by the Highland Park and Deerfield park districts.

Apple Tree also provides stage experience for young actors with its Children`s Traveling Troupe, composed of two 20-member companies of actors ages 11 to 14 who perform musical revues throughout the year.

”There`s a wonderful synergy between the workshop and the theater,”

said Boevers. ”We have some wonderful people who act at Apple Tree, and by using them as teachers for the workshops, they don`t have to drive cabs and wait tables.

”At the same time, our kids taking the classes are exposed to some of the best talent. The kids just know them as a teacher; then they go out to Marriott`s Lincolnshire Theatre with their parents and are thrilled to see their teachers on stage performing. It`s a win-win, lovely situation,” said Boevers, whose former students include a writer for TV`s `Doogie Howser,` a public TV producer, a New York musical performer and a young woman who works for TV producer Steven Bochco.

Even for acting students who don`t pursue show business as a profession, Boevers said theater workshops can have a positive effect. ”It`s a tremendous builder of confidence, self-esteem and communication skills, and it enhances creativity. We had a mother call whose child had always been a slow learner;

they didn`t know why. Then after some classes, she saw a marked difference. We frequently get that kind of reaction. My own child is not a science whiz, but she presented her project for a science fair so capably that she did quite well.”

Much of Apple Tree`s success is due to the talented core of Equity actors based in Chicago that Boevers has attracted to Highland Park. ”This is a place where the artists generate a lot of the work,” she said. ”I love the idea that so many of the projects are initiated by the artists. I`m always getting proposals. The excitement is a lot greater when the talent is actively involved.

”Most of our talent does come from the city, because that`s where the bulk of work is, and it is less expensive to live there.”

One of the most valuable performers Boevers has repeatedly called on is Ross Lehman, a director, writer and actor who has won three Jeff Awards, including a 1988 plaque for his performance in the title role of Apple Tree`s ”Where`s Charley?”

”Basically, Apple Tree is a home away from home,” Lehman said.

”They`ve developed opportunities to do things that you couldn`t do otherwise. Eileen gave me my first directing job, and I`ve been able to attract other people like Peggy Roeder and Mary Ernster to the theater.

”There`s a much more intimate quality to the performances at Apple Tree because of the small space. I don`t feel I have to push as hard, which is kind of nice. You don`t have the spectacle of the big orchestra backing you. Those kinds of production values are not what the theater is about.”

Apple Tree`s rapport with theatrical talent has also indirectly helped the company corral rights to produce New York plays, something usually difficult for a smaller theater company. ”One of the best things about our success has been the way artists carry the word elsewhere,” Boevers said.

”For example, one of the actresses who has worked with us was acting in

`Phantom of the Opera` on Broadway, and she got to talking about Apple Tree with the show`s stage manager, who happened to know (composer) David Shire.” One thing led to another, and Apple Tree was picked to produce the Chicago-area debut last winter of Shire`s musical ”Closer Than Ever.”

The adventurous repertoire presented by Apple Tree Theatre-two dramas and two musicals each season-has endeared the company to many in the theater community.

”The most interesting thing about Apple Tree is that they`re not afraid to be different and try new things,” says David McGaughy, chairman of the Jeff committee responsible for passing out the annual Joseph Jefferson Awards. ”What they have done is not what you`d expect from North Shore suburbs. They`re very innovative with musicals, and they get a lot of the better Equity talent. They`ve never pandered to do something really commercial; they don`t do Neil Simon. `Eastern Standard,` about AIDS and the homeless, is something that even a lot of the bigger theaters wouldn`t touch, much less in the suburbs. To do `Waiting For Godot` as a season-closer, where the last show is so related to fundraising for subscribers, is quite surprising.”

Boevers believe the adventurous mix of programming is part of her mandate. ”Even if you do some things with commercial appeal, I don`t think you can justify being not-for-profit unless you do some serious work that might be less familiar. But there`s always some influence to stay alive. We are not a community theater, but we are always doing that juggling act between bringing audience in and doing work that is worthy of being produced.”

Apple Tree Theatre`s four-play season, which typically blends musicals, serious adult drama and original works, has won popular support from the North Shore. Last year more than 35,000 people attended Apple Tree productions. The Highland Park City Council recently gave the theater a vote of confidence in the form of a $25,000 matching grant. With a healthy subscription base of 1,200 and an annual budget of about $400,000, Apple Tree Theatre seems destined to flourish.

What if it becomes too successful? The memory of Steppenwolf`s departure for Chicago in 1982 still looms in some ways over Apple Tree`s presence.

”The community`s experience with Steppenwolf worked in different ways,”

Boevers said. ”The fact that they left made a lot of people gun-shy about supporting us: `Here we go again; what if they leave too?` The other side of the coin is that they did create quality work, so let`s finance this one and keep them here.”

In the meantime, Boevers is busy just keeping track of her multi-pronged operation.

”One night,” she says, ”we had `Eastern Standard` in the theater for a benefit, the Traveling Troupe at a hospital, and I`m in my office talking about a program for the hearing impaired. We want to do everything well. What amazes me is that we keep getting more to do.”