"Everyone can master a grief but he that has it."

--William Shakespeare, 'Much Ado About Nothing'

San Quentin is a study in contradiction. Perched on one of the most pristine pieces of real estate in the county, its high, hard walls and jutting guard towers stare out on the rippling, shimmering expanse of the bay. Birds swoop overhead, one of them landing on a granite slab commemorating guards who have died in the line of duty. Even in the bright sunshine of an unseasonably warm March morning, a vaguely ominous feeling hangs in the air.

Inside the prison, another seeming contradiction is taking place--a group of 11 prisoners is performing Shakespeare. The show, a 90-minute production of 'Much Ado About Nothing', also stars three intrepid actresses from the Marin Shakespeare Company. The audience, seated in the pews of the prison's chapel, is comprised of a few media types and special guests--and about 300 inmates.

It's a real play, with a stage and sets painted by members of the San Quentin visual arts program. But it's also really a prison. In lieu of costumes, the male cast members wear the blue denim standard-issue San Quentin attire, augmented by a few scarves and hats. Just as things are about to begin, Arts-in-Correction Director Steve Emrick steps to the mic to announce that a prisoner is unaccounted for. If he's not found, the yard will be locked down and a head count will have to be conducted--meaning the play will be canceled. A murmur of disapproval ripples through the audience. But the show is allowed to start (we learn at intermission that the missing person had been located).

And what a show it is. The guys have really learned their lines and speak the tongue-twisting Elizabethan dialogue with relative ease. Some of them would be right at home on the stage at Forest Meadows Amphitheatre. The energy coming from the audience matches that of the actors; applause and laughter frequently fill the room. Clearly they understand and appreciate what they're seeing--perhaps all too well. After razor-tongued Beatrice convinces her love interest Benedick to kill rival Claudio, an inmate in the second row mutters, "That's how I caught my first case."

This isn't the first time Shakespeare has been performed on prison grounds. The 2005 documentary 'Shakespeare Behind Bars' focuses on a troupe of inmates at a Kentucky penitentiary who put on 'The Tempest'. Other institutions have recently brought the Bard's words over the barbed wire. Last month, the California Men's Colony in San Luis Obispo had a visit from the London Shakespeare Workout Prison Project, an 11-year-old program that has paired convicts with distinguished actors like Al Pacino and Kenneth Branagh.

But this is by far the biggest, most ambitious production that's been attempted at San Quentin. Director Suraya Keating of Marin Shakes, who also played Beatrice, has been working with the San Quentin drama program since 2006. Last spring, she led five inmates through scenes from 'Macbeth'. Sensing the interest they had for the material, she decided to tackle a full play. After brainstorming with her students, she selected 'Much Ado' and asked each man to list the top three parts he wanted to play. From there, she chose her cast and began coming to the prison every Friday for rehearsals.

Keating's dedication paid off, both in the quality of the play and, more significantly, in the admiration and gratitude of her incarcerated thespians.

"Let's have a big hand for Suraya," one man shouts after the first standing ovation has died down. "She made all this possible."

Also making it possible was the willingness of the inmates to do something well outside their comfort zone. Many say it's the first play they've ever been in. "I've never acted at all--except in court, according to the judge," one man jokes.

"My nickname is Bone," says Troy Williams, who played Claudio. "Whatever things you imagine about a dude named Bone, doing Shakespeare isn't one of them."

But, Williams adds, he enjoyed the experience, despite being a bit put off at first by the flowery language. "We were all looking at the words thinking, 'Thou? Dost? What is this?'"

Others approached the experience from a more philosophical perspective. "All the world's a stage, and I'm starting to realize that isn't just on the outside, it's on the inside," says Michael Willis, a standout with his memorable turn as the flamboyant Constable Dogberry.

Ronin Holmes, who played the villain Don John, says the most revolutionary aspect of the production wasn't the lines that were being said--it was the people saying them. "We're crossing lines here--racial, religious. You wouldn't believe what we deal with."

Getting men from different groups to come together may have been a major feat, but Holmes says inspiration for his character was easy to come by. "We have a lot of characters in this prison; all you have to do is sit and watch."

Most cast members said they related to the play and that Shakespeare's words resonated with them across time and through the prison walls. "There's a universality to the play," says Harrison Seuga, who played Leonato. "It's about humanity's frailties."

An inmate identifying himself as Luke--who took on the leading role of Don Pedro with the confidence and cadence of a seasoned actor--says the play afforded inmates a chance to show another side of themselves to the public and their peers. "We're depicted on TV as animals, undeserving," he says. "[But] we are salvageable."

Arts-in-Correction Director Emrick, a soft-spoken man who the inmates also recognized with applause after the show, agrees. "Men on the inside have the same capability and strength as men on the outside," he says.

Emrick's job, and the Arts-in-Correction program as a whole, is made possible by the William James Association, which has been funding prison arts outreach efforts in California since 1977. In 2003, the program's budget was slashed significantly, and it now subsists almost entirely on private donations. Those interested in learning more or making a contribution can visit williamjamesassociation.org

Once the play was over and the media had filed out of the chapel, it was presumably back to business as usual. Back to cells and guards and the regimented, stifling prison life. But it did happen--a wonderful contradiction that for an hour-and-a-half broke down barriers and changed paradigms.

Chris "Stretch" Rich, who lent acoustic guitar riffs to a couple of musical numbers, feels one of the best things about the play was that it lightened the mood, if only briefly. "We need this," he says. "There are few enough laughs in here."

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