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What if HBO held a party for the comedy industry and everybody in the whole world came except A.C.E.? The Denver improv comedy trio's multinational members would rather not find out. Not invited by the bigwigs for the second year in a row, Canadian Barb Gehring, American Linda Klein and Englishman Matt Taylor are again opting to bring their own Aspen Comedy Fringe Festival -- with a one-act roster (them) -- to the glitzy ski town at the same time as the U.S. Comedy Arts Festival, HBO's annual pricey industry schmooze.

There is, after all, a title to defend -- the one they awarded themselves at the first annual Fringe Fest, at which they were also the only featured act.

"It's growing at the rate of zero," says Taylor of the group's highly exclusive Aspen showcase. "What's grown, though, is the number of people who know about it." There's a reason for that. The trio -- one-time improv mates in the Boulder ensemble Head Games -- formed last year with their sights set on the HBO vehicle. They auditioned and drew some attention but didn't make the cut, so they decided to crash HBO's party with a party of their own. In the process, they reaped all the networking benefits and wowed their catch-as-catch-can audiences just the same.

"We're not mean," Gehring says, defending the group's spontaneous efforts. "We didn't break any rules." As a result of their good manners, they say, things fell right into place this year. Unlike their inaugural run, the second Fringe Fest (scheduled this weekend at Aspen's Howling Wolf) takes place at a central venue, so they'll have a base camp for side forays of divine foolishness on the Aspen mall. After all, a little anarchy never hurt any festival, especially when delivered in such gently uproarious terms.

Using material built on a self-feeding "and then what?" stance, A.C.E. relies not on the humor of misfortune, but on something they call "pure" humor. "We don't discount anything," Gehring says, describing the heated brainstorming sessions at which they jell new material -- from ideas for situations and characters that they've written spur-of-the-moment on scraps of paper or left as cryptic, one-word messages on their own voice mail. "We all start edging forward until our noses touch," adds Taylor. "There's nothing that's too silly or lame to say." From that excitable kernel come such winning bits as the Biddies: three old ladies named Mabel who've been known to play Binga ("A Swedish variety we got cheap," explains Klein) and parallel park their '79 T-Bird badly on the street in front of a theater after a show. "They really come from our hearts," Klein adds. "And the piece always goes on too long, because we don't want to give them up."

It all adds up to a universal appeal appreciated, they say, by fans of all ages. "The big thing for us is having fun," Taylor says. "We do take it very seriously. We work very hard. But we love what we do. It's a privilege to have the ability to make people laugh." And that's what causes A.C.E. to perform entire gigs on stilts or to lead an audience around town on public transportation or to infuse shows with the subtle scent of frying bacon. "We challenge the audience to really look us in the eye," Taylor says.

"And smell the bacon!" adds Klein, not missing a beat.

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