The “;boys will be girls”; thing — large men camping it up in women's clothing — has been done so often, and so often done badly in local theater that it rates a close second to toilet humor as a way to guarantee cheap laughs. Tony Pisculli's all-male production of “;The Merry Wives of Windsor,”; the final show of the 2009 Hawaii Shakespeare Festival, rises above that lowbrow norm in welcome and important ways.

First, although Pisculli's “;women”; would not likely be mistaken for women off stage, Chris Riel (Mistress Page) and Shawn A. Thomsen (Mistress Ford) are fully believable as women on stage.

Spencer Moon likewise wields delightful comedic skills as duplicitous Mistress Quickly. For all three, and for Ryan I. Sueoka (Anne Ford), the performances are based on the actors' command of dialogue, rather than by their costumes.

Second, Pisculli surrounds them with a remarkably talented troupe in the male roles. Jeremy Dowd — playing Falstaff with a pillow under his shirt and an odd dark-brown nose in an otherwise pasty face — meets the challenge of playing the buffoonish antihero. The role is a tough sell; Falstaff is a cad who dooms himself to failure by mistreating his followers, who then get revenge by revealing his plans. Nonetheless, Dowd's scenes with Thomsen, during which Falstaff clumsily tries to seduce Mistress Ford, are hilarious; his scenes with Stephen Mead (Master Ford/Brook) are also well played.

Mead, who gave a Po'okela Award-worthy performance as Shylock last summer in HSF's production of “;Merchant of Venice,”; again displays his range in the pivotal role of Master Ford. Mead gets the most out of several powerful soliloquies, adds to the comic impact of two key scenes and personifies misdirected jealous rage in others.

Troy M. Apostol, another actor of wide range and versatility, plays Slender to great comic effect as a socially inept man-child — obviously the wrong choice for the hand of Anne Page; Apostol excels at playing “;mentally challenged”; characters and does so here as one of the Ford family servants.

Jerry Altweis gets things rolling with his engaging performance as benevolent Justice Shallow, Jim Hesse stands out as the aptly named Simple, and Reb Beau Allen (Fenton) displays leading-man appeal opposite Sueoka and Moon. A scene in which Fenton almost — but not quite! — kisses the obviously smitten Quickly is one of the production's comic highlights.

Pisculli adds another type of humor to “;Wives”; via three characters' heavy accents. Brian Devera plays fiery Dr. Caius with a thick stereotypical French accent in which “;third”; is pronounced “;turd.”; Ryan Wuestewald (Sir Hugh Evans) combines fussy mannerisms with a bizarre accent of indeterminate origins in the role of the Welsh clergyman, and Allen channels Chazz Palminteri while playing the Host of the Garter.

The cast's mid-20th-century attire adds anachronistic comic touches — Falstaff wears a Shriner's fez; Bardolph, working at the Garter, announces visitors with a telephone.

Pisculli makes two viewings a must for those with time and means. On odd-numbered days, Apostol plays Slender while Allen plays Fenton and Host of the Garter; on even-numbered days, the two swap roles.