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Benjamin Britten was acutely sensitive to the significance of place in his operas - a feature that lies at the heart of his adaptation of Shakespeare's A Midsummer Night's Dream. This essay argues that the revision choices preserved in the libretto, coupled with Britten's musical setting, reveal a determination to blur the boundaries between forest and Athens to an even greater degree than Shakespeare does. Unlike Shakespeare, Britten situates the bulk of the opera's action in the woods, foregrounding the play's dreamlike qualities while also drawing attention to the composer's fascination with the threshold between dreams and reality. In examining the impact that the 'local conditions' of the woods have on Britten's interpretation of A Midsummer Night's Dream, this essay focuses in particular on the transformation of Shakespeare's 'rude mechanicals' into Britten's 'rustics.' Bottom and his fellow actors, who together bridge the gap between the human and the supernatural, exemplify the extent to which the textual changes and the rich soundscapes of Britten's opera reframe the characters and realms of Shakespeare's famous comedy.