Performing without any sets other than what nature and Minneapolis' Layman's Cemetery provide, ­ and using no lights other than the occasional flashlight, ­ Theatre Pro Rata's "Traveling Light" truly makes the audience feel like voyeurs, looking in on a very private conversation.

In this world premiere, playwright Lindsay Harris Friel posits an after-hours meeting between Beatles manager Brian Epstein and British playwright Joe Orton mere weeks before their respective deaths. Orton has written a script for the band, Epstein has rejected it, and the playwright follows the manager into a London graveyard to find out why.

Along the way, the two spend plenty of time talking about their respective lives and what life is like for to be gay in a society where the act itself has only recently been decriminalized. The two are a study in contrasts: ­ Epstein is fastidious to a fault, obsessing on his expensive suit and fighting back waves of depression; Orton is a more cocksure creature, clad in low-riding jeans and a leather jacket. Yet there is a lot of vulnerability hiding beneath his rough exterior as well.

This becomes clear when, midway through the show, the two swap clothes.

Suddenly clad in Orton's jeans and leather, Epstein becomes a much more sure character, ­ one who isn't going to take anything from anybody — even the pair of police officers, ­ both hiding secrets of their own, ­ who are patrolling the graveyard's grounds.

The four actors do a fine job of inhabiting their characters, from David Beukema's Epstein to Wade A. Vaughn's Orton to Shannon Troy Jones' turn as the very strange Constable McDonald. The glue of the show, as it turns out, is Rachel Finch's WPC Foster, a woman who has her own particular reasons for joining the police force ­ and whose hidden desires come out by show's end.

All of this makes for a heady brew of a show that remains engaging no matter the distractions from the surrounding streets. And instead of being a hindrance, the lack of lights in the gathering dark only intensifies the play's moodiness. By the end, it's as if we are watching ghosts playing out a story that is long in the past.

"Traveling Light" runs through July 28 at the Layman's Cemetery, 2945 Cedar Ave. S., Minneapolis. Tickets are $14 to $41. For more information, call 612-874-9321 or visit online.