THERE'S NO USE thinking too hard about it. Just get ready to giggle, snort and shriek away 10 Friday and Saturday nights as the annual Santa Cruz Improv Festival starts its annual run. Seven local and three out-of-town improv troupes will seize the stage and share their quick wits for five weeks in July and August. Although no one under 12 will be admitted, those likely to be more family-friendly shows are ComedySportz, the Funatics, Freefall and Um ... Gee ... Um Improv, while various states of undress and ribald humor are sure to entertain more mature audiences at ScripTease, True Fiction Magazine, Loose Cannon and Razowsky & Clifford's performances. All performances start at 8pm at Actors' Theater.

Friday, July 10 First up, local favorite ScripTease will perform--slightly naked? Enjoy a nimble-witted show, dubbed "Julius Teaser" in honor of Shakespeare Santa Cruz's imminent production, and get ready to hear "Strip!" instead of the Whose Line Is It Anyway? buzzer when the players miss a beat. This is a night for the kids to stay home. 8pm, $10.

Saturday, July 11 Suzanne Schrag from Um ... Gee ... Um Improv will fill in the blanks with a class of Shakespeare on the fly. Come with five to 10 lines from your favorite play and learn how to "play the verse." 1-4pm, $50. Local troupe Freefall will warm up with a song and then let the scenes fly with spontaneous long-form plays. 8pm, $10.

Friday, July 17 From over the hill, San Jose-based ComedySportz divides in two and competes for the right to be the funniest. Suggestions from the audience start every game and scene. 8pm, $15.

Saturday, July 18 True Fiction Magazine is back for another appearance at Improv Fest. Considered one of the best improv groups in the country, San Francisco-based True Fiction weaves multiple stories that all come together in the final act. 8pm, $18.

Sunday, July 19 Barbara Scott of True Fiction Magazine will teach long-form improv. 1-4pm, $50.

Friday, July 24 Representing Santa Cruz, the Funatics perform a wide variety of short games and long-form sketches. 8pm, $10.

Saturday, July 25 Jeff Kramer from ComedySportz will help students get the scene started and funny off the bat with gambits he has picked up over the years. 1-4pm, $50. Popular local group Loose Cannon will derive a unique long-form, true-story play from a single word from the audience. 8pm, $10.

Friday, July 31 As one of the most popular improv duos in the country, L.A.-based Razowsky & Clifford will explore the stage building from their audience-suggested chair placement. A former roommate of Steve Carrell and Stephen Colbert from their Second City theater days, Razowsky is sure to be great. 8pm, $15.

Saturday, Aug. 1 David Razowsky will teach two classes on starting the scene off right and make it great from the get-go: The First Beat--It's All About Casting, 11am-2pm, $50; Viewpoints Elements with David Razowsky, 3-6pm, $50. Acclaimed veteran group Um ... Gee ... Um Improv engages the audience as it improvises on the fly. 8pm, $10.

Friday, Aug. 7 Experience a hero's journey with Santa Cruz's Six Wheel Drive. The unique long-form play leaves the audience guessing as actors create compelling characters and irresistible plots. 8pm, $10.

Saturday, Aug. 8 You Had To Be There will close out the festival with a mix of games and long-form sketches. They ask the audience to give a shout-out to get the scenes rolling. 8pm, $10.

SANTA CRUZ IMPROV FESTIVAL runs Fridays-Saturdays July 10-Aug. 8 at Actors' Theater, 1001 Center St., Santa Cruz; shows start at 8pm, audience restricted to age 12 and up; tickets $10/$15, Performance Festival Pass $75. Tickets and more information at 831.425.7529 or go to www.brownpapertickets.com. Classes are restricted to those 18 and older, to register visit www.brownpapertickets.com.

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