THE WINTERS TALE -- At the Arena through November 11.

What! No bear?

In Act III, Scene III of "The Winter's Tale," after Antigonus, a Lord of Sicilia, has been soliloquizing about his dream and the weather, and has scrupulously performed what he calls the "ungentle business" of abandoning a baby princess to the elements, William Shakespeare's stage direction plainly states, "Exit, pursued by a bear."

In the Arena Stage production, there is no bear. Antigonus exits in a hurry, and makes noises offstage in reaction to a possible bear, but we don't have the bear.

It's just as well.

Even a critic who gets to see lots of Hamelts and Macbeths, but had hoped just once to see this immortal stage direction carried out, must admit that the bear had to go. There are enough difficulties in putting on a play that has three acts of sketchily motivated tragedy followed by two acts of comedy, without starting the audience rolling in the aisles (if Arena Stage's aisles weren't too steep for rolling) during the tragic part.

And the production directed by David Chambers has handled most of the difficulties admirably. It has succeeded, at least, in making lively theater out of what could be only a theatrical curiosity.

As you will recall from college Shakespeare, this late play takes themes that had already been dealt with at length in the tragedies -- jealousy, guilt, tyanny -- and then subjects them to the effects of Time.

What seem irrevocably horrible excesses in the first three acts are smoothed over by the passing of 16 years before the play resumes to undo most of their seemingly fatal consequences. The killing winter is over, and spring brings back the dead and the abandoned, or life's cozy winter follows the violence of the earlier seasons, or something like that.

At any rate, a king who had unjustly accused his wife and best friend of adultery and pronounced his daughter their bastard lives long enough to embrace them all again. The most difficult part of this is making it seem acceptable, to the other characters and to the audience, that the king deserve to be forgiven his temporary delusion, even it it involved his hoping to murder everyone concerned.

In this respect, the stylishness that makes the production so appealing is a handicap in the opening scene, a dinner party at which the king urges his wife to charm their friend and then interprets that behavior as wantonness. Laughing and chatting around a beautiful, transparent, Plexiglass dinner table, they seem much too sophisticated not to understand the social convention of harmless flirtation. Stanley Anderson, as the king, fails to suggest that his urgings are a planned trap.

He then handles the tragic madness rousingly, but these difficult scenes need more support from members of his court. They merely gape at him between respectful protests, instead of freely expressing the shock that should come from seeing a trusted and just leader turn into a dangerous nut. As we mostly see him being tyrannical and crazy, we need such testimony in order to believe that he has always, otherwise, been worthy.

Barbara Sohmers, as his queen, goes with smooth magnificence from gaiety to despair. She even manages to carry off another potential aisle-roller, her reappearance to life, with dignity.

When the play his its major change of gears, from tragedy to pastoral comedy, clever choreography and the comic tallents of Richard Bauer, Robert Prosky and Joe Palmieri make it a delight. There's a touch of "A Midsummer Night's Dream" to it -- almost making one wonder why "The Winter's Tale " is not performed as often.