I'm late.

My Level III class at the Improv Citadel, in the improv-theater district of Chicago, off of Clark street on the north side, runs from 7:30 to 10:30 every Thursday evening. It's now 7:40. Brian, our instructor, is hell on late-comers: You're learning to put on a show, he says. The audience gets to come late, you don't. Don't get in the habit. Respect your fellow-players.

Work ran long today. Work never runs long, but today it did, followed by a train-wreck of delays all the way through to now. No time to search for cheap parking; I'll have to take the expensive, but near and certain, garage.

I go in the front door, past the box office, and down the stairs to the classroom. Jim and Harley are already in an exercise in the "stage" area. I bow my apologies to Brian, settle in, and try to figure out what the exercise is.

A sensible person would ask. I can never ask. It's not just that I'm an introvert. I'm forty; the rest of the class is just out of college and headed (they think) for Saturday Night Live. The cultural references I try to insert in our scenes go nowhere; most of the group hasn't even seen Casablanca. Improvisational theater is a great art form. When it works, it really, truly is worth it; I can transcend my shy, nebbishy self. Most of the time, I don't fit in.

The one exception, maybe, is Ellen. At another improv theater/school, they'd put her into their main-stage show for paying customers after only six months of classes. She's done an audition tape for HBO. Tell her to sing, she'll have an original song, off the top of her head. I've never seen her lost. She's tall, athletic, blonde, with a presence that fits a brassy character: "Billy," she told me when we met five months ago, "I've got to get you into a make-out scene with me." I instantly promised her my vote for Class President.

I focus again on Jim and Harley at the front of the room.

"Captain Jim!" Harley cries, "The evil Doctor... Jones has seized the city!"

"Yes, and... we must stop him!" says Jim.

"Yes, and it is off to the Atomic Rocket Plane with its invisible cloak, to visit justice upon the evildoer!"

"Yes, and now we're off, on our way to the city!"

"Yes, and there the scoundrel is!" says Harley.

"Yes! And we will thwart your evil plans, Doctor Jones, if it is the last thing we ever do!" cries Jim, shaking his fist.

"Billy, in as Jones," Brian says. I stumble to the front of the room. I think I see the game; I've heard about it. It's "Yes And," in which you exaggerate the improv virtue of accepting and amplifying the reality offered by the other players. If everybody supports each other's realities, the audience will believe; the chain reaction will give the scene a life of its own.

I plant my fists on my hips. "Yes! And I, Doctor Jones, defy you, Captain Jim and Harley! Nothing will stay my plan of destruction! See how I level entire city blocks with a wave of my hand! But... where the hell are you? This must be the work of your cloak of invisibility!"

"Yes," Harley says, "and though the people flee from your terrible power, your powers are no match for our Ray of... Wholesomeness!"

"Yes," I respond, "and a sad day it is for me, too, that I should meet my doom from the likes of you, Captain Jim and Harley! Wherever you are. Already I feel my toes shrivelling under the force of good, wholesome values! My fortress at the edge of town begins to crumble!"

"Yes!" Jim says, "And so all the people of this great city will fear Doctor Jones no longer, for what can he do with shrivelled toes?"

"And scene," Brian says, "Okay, you stuck to the game, and managed to work a story from it, and a genre parody..."

Level III has the first of its two performance dates coming up, so we move on to games an audience might recognize from Whose Line is it Anyway? The ten of us line up at the back of the stage for World's Worst.

"The World's Worst -- hairdresser," Brian calls. Ellen steps downstage center, makes snipping motions, saying, "You know, this is my favorite part of the job, cutting the hair, cut-ting the HAIR! Cutting! AND CUTTING! AND CUT-TING!"

She steps back; I got nothing. Audra takes her place: "Well you know that sore on this thumb here -- see? -- it was draining pus and I-don't-know-what for weeks, let me help you with that, sugar..."

Could I be... an overwrought hairdresser? A heterosexual hairdresser? An eerily calm hairdresser? I'm batting ideas down as soon as they come, my lips working furiously with the one or two I think might be worth trying, because God forbid I should do improv without the security of a rehearsal... Of course! A clumsy hairdresser! Dan finishes his hairdresser, I step forward... but Harley beats me to it. I step back.

Okay -- now! Harley's done! "The World's Worst -- bus driver," Brian calls. I barely have time to shuffle my feet. Overthought and outmaneuvered again.

Inside my head, I'm brilliant. I just can't put it onto a stage.

That's how it went till ninety minutes are gone. Time for a break. "Twenty minutes max," Brian calls. "We've got a lot of work still to do tonight."

I spend almost half the break in the classroom, making notes of the planned run order for the upcoming show, plus copious reminders to myself for the costume idea Brian has. That done, I decide I want a Coke and a bag of Chee-tos.

The Improv Citadel is on a block that backs on a convenience store, a sandwich shop, and an all-night drug store. An alley divides the block in the middle, affording the shortest path from the IC to the convenience store. As I approach the alley, I pass about half my classmates coming out. At the middle, I meet Ellen.

"Hey, Billy," she says, "getting a snack?"

"Oh... hey," I say, "Yeh. Right. Thank you." Nothing if not smooth, me.

Ellen chuckled. "You know, Billy, we haven't done that make-out scene yet."

"Oh, ah" Yes... and? She is right there. Standing near enough... well, near enough to touch. Near enough to... what the hell. Accept and amplify. I put a hand behind her waist, bring my face to hers, to kiss her, quite chastely, on the mouth. One of those kisses with the lips extended, as when they don't want anybody thinking that they hang out with that tongue thing at all, ever, no indeed. Plausible deniability.

Yes? And? Ellen's eyes go a little wider, for a moment, then close a bit. Her face comes forward to mine, to offer a kiss of her own, with lips alone, but the kind of lips that could put you in touch with the tongue if you were really interested.