Designing the set for a Shakespearean play is one of the most challenging and exciting opportunities a young designer can have. In my case I was selected to design San Diego State University's production of A Midsummer Night's Dream, a most popular Shakespearean comedy. This paper explores the collaborative process that built the magical world which the Fairies and Athenian Lovers would soon occupy and all that I learned while collaborating with the director and fellow designers along the way. Early in the process I discovered that "our" A Midsummer Night's Dream was not going to be what is traditionally thought of as the classical A Midsummer Night's Dream. One of the first elements introduced was the factor that the fairies would be Hippies from the 1960s, and along with this characterization they would have many of the same ideals. In addition to the costumes, the director also was going to incorporate songs into the spoken word of the text of the show, having moments much like a rock concert, giving the show vitality and life that would keep the audience interested in our characters' plight throughout their various journeys. Along with the 1960s costumes and the rock concert sound, the director and designers wanted to augment all these elements with the "feel" of a rock concert with the brightly colored light beams and atmospheric haze. Also important to the director was the need for the stage to be at a rake so that he could have full use of the stage at all times; to accommodate the large cast of twenty-six actors. The director wanted the fairies to be able to be on stage while the action with the Athenian Lovers and Workman took place in the woods, giving the audience a full view of the often mischievous and entertaining actions of the fairies toward the Athenians. The seated audience's shallow incline of seats in the audience, just in front of the apron of the stage where the spectators' seats are bolted, was just not ideal for the show we wanted to create; so by creating this rake we were in essence allowing the audience to have clear multiple views of all action onstage at all times from their vantage point, freeing the director to have several bits of action going on stage simultaneously and the audience wouldn't miss a beat or a spoken word. Since the stage was such a steep raked stage, it allowed the actors to be further away from the audience but still be seen, so we incorporated early on the use of wireless microphones. By taking all of these ideas and concepts into one it was up to the scenic designer, me, to make everyone's dreams come true and with a lot of help from some wonderful advisors, designers, and understanding director we did. We created a wonderful production of A Midsummer Night's Dream that was truly consistent with the original vision and in the end very successful. The DVD of the production is available for viewing in the Media Center of Love Library.