A retardation-switching device, comprising: a passive bias retarder with an in-plane retardation and a thickness-direction retardation; a first liquid crystal cell, LC1, with a first total-retardation and a voltage-controlled in-plane retardation coupled with a thickness-direction retardation; a second liquid crystal cell, LC2, with a second total-retardation and a voltage-controlled in-plane retardation coupled with a thickness-direction retardation, wherein the first liquid crystal cell optic axis is substantially crossed with the second liquid crystal cell optic axis; a controller operatively coupled to LC1 an LC2, the controller arranged to drive LC1 and LC2 into: a first voltage-state, wherein LC1 is driven to a lower-voltage and LC2 is driven to a higher-voltage, wherein LC1 and LC2 each have a first in-plane retardation and a first thickness-direction retardation; a second voltage-state, wherein LC1 is driven to a higher-voltage and LC2 is driven to a lower-voltage, wherein LC1 and LC2 each have a second in-plane retardation and a second thickness-direction retardation; wherein the bias retarder, LC1, and LC2 are arranged in series such that switching between first and second voltage-states results in a change in the composite in-plane retardation, the magnitude of the composite thickness-direction retardation in both voltage states is less than the maximum composite in-plane retardation, the first and second LC switches behave as uniaxial A-plate retarders in their one state and behave as C-plate retarders in their other state, a pretilt of each of the switches is less than 3 degrees, each of the switches has a splay and the R e resulting from the splay in either of the one state or the other state of each of the switches is less than 10 nanometers, and the total retardance of the first and second LC switches are substantially the same. a passive bias retarder with an in-plane retardation and a thickness-direction retardation; a first liquid crystal cell, LC1, with a first total-retardation and a voltage-controlled in-plane retardation coupled with a thickness-direction retardation; a second liquid crystal cell, LC2, with a second total-retardation and a voltage-controlled in-plane retardation coupled with a thickness-direction retardation, wherein the first liquid crystal cell optic axis is substantially crossed with the second liquid crystal cell optic axis; a controller operatively coupled to LC1 an LC2, the controller arranged to drive LC1 and LC2 into: a first voltage-state, wherein LC1 is driven to a lower-voltage and LC2 is driven to a higher-voltage, wherein LC1 and LC2 each have a first in-plane retardation and a first thickness-direction retardation; a second voltage-state, wherein LC1 is driven to a higher-voltage and LC2 is driven to a lower-voltage, wherein LC1 and LC2 each have a second in-plane retardation and a second thickness-direction retardation; a first voltage-state, wherein LC1 is driven to a lower-voltage and LC2 is driven to a higher-voltage, wherein LC1 and LC2 each have a first in-plane retardation and a first thickness-direction retardation; a second voltage-state, wherein LC1 is driven to a higher-voltage and LC2 is driven to a lower-voltage, wherein LC1 and LC2 each have a second in-plane retardation and a second thickness-direction retardation; wherein the bias retarder, LC1, and LC2 are arranged in series such that switching between first and second voltage-states results in a change in the composite in-plane retardation, the magnitude of the composite thickness-direction retardation in both voltage states is less than the maximum composite in-plane retardation, the first and second LC switches behave as uniaxial A-plate retarders in their one state and behave as C-plate retarders in their other state, a pretilt of each of the switches is less than 3 degrees, each of the switches has a splay and the R e resulting from the splay in either of the one state or the other state of each of the switches is less than 10 nanometers, and the total retardance of the first and second LC switches are substantially the same.