This production of All's Well That Ends Well was produced in the Mainstage Theatre in the Spring of 2015. The concept of the design was a timeless world with obvious character choices. Each of the worlds had its own color palette. The court costumes used strong colors with black tones: burgundy, purple, black, red. The costumes of the Italian contingent were in softer light pastels: peach, lilac, pale blue. My objectives when designing costumes for a production are to help the audience understand the play, to support the director's vision and to help the actor embody the character. For this production I had another primary goal. I was interested in giving the students the ability to build complete costume in order for them to have a sense of ownership and accomplishment. In developing the design I came up with costumes that would fulfill all the goals while remembering the limitations of our resources. One example of this design is how the Italian womens' dresses were designed to go over pre-bought shirts so there would be no tricky armscye. The shirts would then be dyed, giving students an opportunity to learn basic fabric modification.