Her name is Lily, she's two-and-a-half and still learning how to use a knife and fork to steal Dad's lunch but she's already an "arts influencer".

If it wasn't for Lily, chances are her dad, actor and theatre-maker Grae Burton, wouldn't be working on a feminist version of Shakespeare's historical play Henry V. Burton reckons with both parents in the arts (Lily's mother is actress Nicki Cliff) she's destined to become an actress.

"So I want her to grow up in an environment where she could do or play any role regardless of who she is or what she's about."

When Pop-up Globe announced its original programme, with Romeo & Juliet and an all-male Twelfth Night, local performers feared there would be limited roles for women.

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Burton decided it would be intriguing to stage one of Shakespeare's most testosterone-charged plays with an all-female cast. Led by British-based Jennifer Matter, who regularly works in New Zealand, the 40-strong cast includes a mix of stage and screen stars as well as newcomers. Rather than pretending to be men, they'll play the characters as female, wearing the type of garb more commonly associated with the likes of Mad Max than Shakespeare.

"I think it's exciting to see and hear women saying these lines and doing these famous speeches, which are calls to arms and are about rousing a crowd of soldiers to go to fight possibly to the death," says Matter. "Henry V deals with war, which has traditionally been a male area. I suspect it will have a different impact on the audience to see women deal with these themes."

Written around 1599, Henry V focuses on events before and after the Battle of Agincourt (in 1415) when the king was 29 and finding out about brotherhood and what he might have to sacrifice to rule. Agincourt was an epic battle that the English, hopelessly outnumbered by a massive French armoured-cavalry bearing down on them, should never have won.

Shakespeare's Henry V completed a series of four history plays: Richard II, Henry IV, Part 1 and Part 2.

Performance

What: Henry V
Where and when: Pah Homestead, February 26, 27 and March 6; Pop-up Globe February 28-March 9, selected dates.