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WINONA, Minn. – Five days before their first audience, the Great River Shakespeare Festival's actors swarmed the stage, running up its ramp and to its edges, testing its doors.

The set was small, simple and — for the first time in the fest's history — outside.

After weeks of rehearsing "The Tempest" under a tent, the actors appreciated its every nook.

"It looks so good!" said Tarah Flanagan, who plays Stephano. "It looks like a fort!"

"People passing by have asked if we were building a playground here," artistic director Doug Scholz-Carlson said with a laugh. "This summer, it definitely feels like we're adults playing make-believe."

Launched in 2004, the six-week-long summer festival typically plays out inside a performing arts center. But last week, attendees unpacked folding chairs and spread blankets at Levee Park along the Mississippi River, the stage lit by the waning sun.

The nonprofit's leaders made that call back in January, before vaccinations led to loosened restrictions around indoor gatherings. They've considered performing outdoors before — then thought better of it on muggy nights. After the pandemic forced the fest to take a year off, they're thrilled to be returning to a stage, any stage.

"It's a great challenge," said managing director Aaron Young. "It really hearkens back to original practices with Shakespeare. But for us, it's new."

New, too, are shifting state rules around COVID. Health protocols hammered out with the union representing stage actors. City permits to perform in the park.

Every component of each play — from costumes to carpentry — had to be rethought and rebuilt. (In addition to "The Tempest," they're staging "Great Expectations" and "Every Brilliant Thing.") The stage proved tricky due to high lumber prices. Carpenters built it from scratch atop a huge overflow drain.

"It's the smallest set I've designed here," said scenic designer R. Eric Stone, "and also the most expensive set I've designed here."

The actors arrived in May from New York and New Orleans, Minneapolis and Chicago. Because indoor air exchange systems didn't meet standards, they rehearsed outdoors, under white party tents. After two days of warm weather, temperatures plummeted to 30 degrees.

"None of us had packed winter clothes," said Melissa Maxwell, the festival's co-associate artistic director and this year's Prospero, "The Tempest's" protagonist. "So we were out there in the freezing cold wearing literally all the clothes we had brought with us."

Then, temperatures rose to 95 degrees, or "heatstroke-adjacent," as Maxwell put it. "We said, 'Let Mother Nature get it out of her system now.' "

"The Tempest" starts with a squall, so when it stormed during a recent rehearsal, Maxwell as Prospero commanded real rain.

Planning for the play's storm two years ago, director Beth Gardiner had pictured a high-tech, highly choreographed dance, punctuated by strobe lights. Now, the scene centers on Prospero controlling a roaring storm that audiences hear, rather than see.

"Because we're outdoors and in daylight, we have found a way back to the core of the storytelling," Gardiner said. "We're inspiring the audience's imagination ... in an old-school and delightful way."

Embracing change

Audience members arrived at last Wednesday's preview performance with tickets and with questions. Where are the bathrooms? The programs? My seats?

A group of four women set up chairs in their "pod" — a circle, spray-painted on the lawn — and poured cabernet sauvignon into plastic wine glasses.

"She thinks of everything," Jane Harrison said, nodding to her friend, Peggy Lydon, who brought the stemware. "She's our director."

Lydon and her daughter, Jodi Gallup, have been attending the Great River Shakespeare Festival since its start. They see the American Players Theatre, too, in Spring Green, Wis., so they know how outdoor Shakespeare works. Over the years, the La Crosse, Wis., residents have recruited Harrison and Kate Bohnen, of Onalaska, Wis.

"The stories never get old," Harrison said.

"And every troupe has a different approach," Gallup added. "You could see 'The Tempest' tomorrow somewhere else and it would feel totally new."

Gallup had heard that tonight, Prospero would be played by a woman: "I love that."

The cast, too, is racially diverse. Will Sturdivant, a Black actor who plays Alonso, the King of Naples, hoped that by being outside, that diversity would be witnessed more broadly.

"Audience members who don't go into theaters, they might pass by," he said. "Someone will feel something just by seeing themselves reflected onstage."

For the cast, this season started with a Zoom forum on diversity, equity and inclusion, part of a broader push amid the pandemic — thanks to We See You White American Theater and others.

"It was a very emotional and very opening and very raw experience that was facilitated with great care," said Sturdivant, a graduate of the Guthrie Theater/University of Minnesota BFA actor training program. Trust usually grows after two weeks of rehearsals, he said, but because of that forum, it emerged during the first table read.

Which is good, because two weeks were cut from this year's schedule. The final dress rehearsal was, in fact, the only dress rehearsal.

At first, because of safety protocols, costume designer Rebecca Bernstein created looks that actors could fasten and tie themselves out of fabrics that could be laundered. She braced herself for fittings via Zoom.

Protocols relaxed, but she stuck with washable cotton and linen for other reasons: rain and sweat. She sewed secret pockets to hold ice packs. "Everything can still get wet," she said, "because it will."

But on Wednesday evening, the sky was blue and clear, the temperature in the low 80s. Then Maxwell took the stage, pulling from her staff a mighty storm.

During intermission, Caleb Colon-Rivera tossed cookies to two dozen teens sprawled on blankets across the hillside. They were attending as part of Upward Bound, a six-week, on-campus experience for low-income and first-generation high schoolers.

Shaundel Spivey, the program's director, was surprised by the diversity of the cast, he said. "That kind of representation really hits home the meaning of the play."

With classes and cultural programs, Upward Bound aims to "open students' minds to multiple professions, multiple opportunities," Spivey said. "Because they can see themselves onstage, they might be thinking: Maybe I like theater. Maybe that's something I can go into."

A few students were snapping selfies, their attention turned from the stage, until Maxwell again raised her staff high above her head, sparking thunder. They watched intently, too, as five figures, wrapped in bronze fabric, spun across the stage, releasing waves of bubbles into the air.

As the sun dropped in the sky, the set's raw lumber turned from tan to gold.

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Great River Shakespeare Festival

When: Through Aug. 1.

Where: Levee Park, 1 Main St., Winona, Minn.

Tickets/info: grsf.org.