The Acting Company brought an intriguing production of "Twelfth Night," to the Kennedy Center's Terrace Theater last night--intriguing because it dares to go against the grain.

Shakespeare's comedy about the befuddlement of lovers and the low-jinks of carousers on the island of Illyria is customarily viewed as one of his merrier efforts. After all, here is Viola, that shipwrecked twin disguised as a man, turning the head of the beauteous Olivia. And Sir Toby Belch, that keg of ale with legs, making mischief with the starchy Malvolio. Misunderstandings abound--some fostered by fate, others by rogues. What better pretext for "sportful mirth"?

There are, however, two sides to every question, and probably several dozen to any of Shakespeare's works. With the youthful but assured members of The Acting Company, director Michael Langham has pursued the less-obvious facets--the melancholy, the cruelty, the spite--in "Twelfth Night." Although this production takes a while to assert its shape, by the end it has stated its case persuasively.

The action is contained in a courtyard surrounded by crumbling brick walls, and the ground is spotted with dried leaves. The 17th-century costumes favor the darker side of the palette--browns and ochers, blacks and rusts. Feste, the sad clown, merits the most colorful garb: pale orange and faded blue stripes. The party, you see, is over.

In Langham's staging, lovesickness is just that--a sickness. The pranks of Sir Toby, a wan Sir Andrew Aguecheek, and the maid Maria, go too far. Animosities, engineered for fun, take root; comic duels result in real bloodshed. And when Malvolio is driven out of his wits and clapped in a dungeon, the injured wails he lets out come from the gut. Langham has even transformed the silliest part of the play, the mix-ups engendered by Viola and her twin Sebastian. Instead of falling over themselves in antic confusion, Shakespeare's characters have suddenly found reason to question their sanity.

This is not a convivial production, and if you are looking for the broader side of the Bard, you should probably look elsewhere. The evening is not without humor, but the humor is grave, tinged with consequence. By the same token, without ever forcing the issue, the production pushes back some familiar boundaries and discovers some unsuspected vistas. Langham stages lovely, wistful pictures, which break apart only to re-form moments later, as if washed by the ocean's tides. In that, he has been greatly abetted by designer Desmond Heeley. It is clearly autumn in Illyria, a winter nip is in the air and the last rays of sunshine are precious.

The Acting Company was founded in 1972 as a training ground for American actors and actresses and already has several illustrious alumni (Patti Lupone, Kevin Kline) to its credit. The current crew brims with promise. Granted some are more promising than others. But what you will notice above all is how soberly and responsibly they work together. Richard Iglewski makes a fine Sir Toby, selfish and tyrannical under the flush of good cheer. Pamela Nyberg projects a beguiling discretion as Viola, while Philip Goodwin endows Feste with the sweet madness of a marionette. But it is really the company that counts. And this one does. All of them together give "Twelfth Night" a plaintive distinction.

TWELFTH NIGHT. By William Shakespeare. Directed by Michael Langham; sets and costumes, Desmond Heeley; lights, John Michael Deegan. With The Acting Company. At the Terrace Theater through March 30.