This paper discusses a live production of Shakespeare's "Macbeth" (in full costume but with no sets) for all public middle school and high school students in Harrisonburg and Rockingham, Virginia. The paper states that the "Character Counts" issues that are covered in the play are: decision making, responsibility and citizenship, trustworthiness, fairness, respect, and caring. It provides pre-performance notes on violence in Shakespeare's day, noting that "Macbeth" is a very violent play, and that Shakespeare used his plays to show audiences how violence only breeds more violence. (NKA)