Little Shop of Horrors (2021 film)

Little Shop of Horrors is a 2021 musical horror film directed by Greg Berlanti, based on the musical comedy of the same name written by Howard Ashman with music by Alan Menken, which was based on the 1960 film The Little Shop of Horrors, directed by Roger Corman. The film stars Ben Platt, Dove Cameron, J.K. Simmons, Matthew Morrison, and Mark Hamill as the voice of Audrey II, with Destiny's Child as the three urchins and cameo appearances from Jack Black, Bill Hader, Neil Patrick Harris, Alan Tudyk, Ellen Greene, and others.

Like other adaptations of the story, the film follows Seymour Krelborn (Platt), a passive, nerdy man working for a florist shop owned by Mr. Mushnik (Simmons), who becomes a celebrity on the filthy town of Skid Row when he discovers a strange flytrap-like plant lovingly dubbed "Audrey II". Unfortunately for Seymour (and all of mankind), this plant needs human blood to grow, and when it begins to demand more blood than one man can give, poor Seymour is forced to commit murder. Meanwhile, Seymour's secret crush, Audrey (Bell), is in an abusive relationship with sadistic dentist Orin Scrivello (D.D.S.) (Morrison), and while Seymour's meek demeanor prevents any dominate action on his part, all it takes is a little push from the plant and Seymour serves revenge in a dish best served bloody.

The most notable difference between this film and other adaptations of the play is the downplaying of its comedic elements and a larger emphasis on genuine horror. For example, the song "Now (It's Just the Gas)" is removed from the film (although the song was included on the film's soundtrack album, released two days after it opened in theaters, as performed by Mark Hamill as both Seymour and Orin; "Ya Never Know", another song cut from the film, is also included on the album, as performed by J.K. Simmons, Ben Platt, and Destiny's Child) and the scene where Orin suffocates to death from his laughing gas is replaced with Seymour becoming so incensed over Orin insulting Audrey that he grabs a chainsaw and goes straight-up Leatherface on the screaming dentist before feeding his bloody remains to Audrey II, justifying the crime to Mr. Mushnik as being for Audrey's sake. Some of the dialogue and song lyrics are rewritten (for example, "He knows your life of crime" from "Suppertime" to "He knows about your crime"), Seymour omits "...and so am I!" when referring to Audrey II as a monster during the climax, and a sequence is added during Patrick Martin's appearance where Seymour flashes back to the events of the film, realizing in horror that the plant had a plan to take over the world, and that he had helped it grow in power. Unlike the theatrical version of the 1986 film, the movie ends with the song "Don't Feed the Plants", as in the stage version, where Audrey II succeeds in conquering the world.

The film was produced by Berlanti Productions and Marc Platt Productions and released in the United States by Warner Bros. Pictures on September 21, 2021. The film was primarily shot on-location at the Bowery, known as New York's Skid Row; and at Central City East, the Los Angeles Skid Row, to accurately depict the Skid Row featured in the show. Scenes taking place inside the florist shop, as well as the "Somewhere That's Green", "The Meek Shall Inherit" and "Don't Feed the Plants" sequences, were filmed on the soundstages of Warner Bros. Studios in Burbank, California, with the latter having to be shot outside due to the size of the Audrey II puppets. The film received mixed reviews, with the direction, acting (particularly the performances of Platt, Cameron, Simmons, Morrison, and Hamill), songs, special effects, and overall presentation praised, with criticism largely directed at Seymour's change in characterization starting from the end of the first act; most critics argued that Seymour is not supposed to be an intentional killer. The film is dedicated to Kyle Renick (former artistic director of the WPA Theatre), who died in 2019.

The film cost around $130 million to make and received an R rating from the Motion Pictures Association of America for scenes with graphic violence and mild language. The film was released on DVD, Blu-ray and 4K Blu-ray on January 14, 2022, with bonus features including a sing-along option, interviews with the cast and crew, the making-of documentary "Feed Me!: The Making of Little Shop of Horrors", an audio description option (narrated by Leilani Jones Wilmore, who played Chiffon in the original off-Broadway production), and five shorts depicting the creation and execution of Little Shop's special effects ("Moving the Plant" features footage of Audrey II's puppeteers at work, "The Dentist Meets His End" sees how Seymour killing Orin was pulled off, "From Mushnik to Mush" explains how the crew simulated Mr. Mushnik being devoured by the plant, "The Final Battle" shows the workings of the climactic battle between Seymour and Audrey II, and "Taking Over the World" details the making of the "Don't Feed the Plants" ending number).

The following year, an alternate cut of the film, labelled "The Horror Cut" in North America and "The Bloody Cut" in Europe, was released on DVD, Blu-ray and 4K Blu-ray (the latter two contains both cuts of the film). This cut of the film, rated NC-17 and advertised with the tagline "The cut they didn't want you to see...and you'll wish you never did," is even darker and gorier than the theatrical version. While most of the film is the same as in the theatrical cut, there are many shots and even scenes that are completely different from the ones featured in the final version. In chronological order:
 * At the beginning of the film, Earth is in a blood red color instead of being missing. The voice of the narrator is also that of Corey Burton instead of Brian Cummings.
 * During "Dentist!", instead of putting a bear trap over a waiting patient's head, Orin Scrivello completely rips off his jaw.
 * Instead of telling Seymour that he can be successful with Audrey II, Orin simply laughs at Seymour and tells him that he'll always be a worthless nobody, no matter what he does. Seymour, ever the spineless wimp, says, "Yes, Mr...uh--", leading to the dentist punching him in the mouth and snapping, "That's Dr. Orin Scrivello, D.D.S.! And don't you forget it." Once Seymour returns to the shop, Mushnik tells him not to care about what Orin says.
 * Mr. Mushnik's death is changed. After Seymour says, "But it's true, isn't it?" and is about to leave the shop, Mushnik asks what he did with the rest of the murder evidence. Seymour lies, claiming he put them inside the plant (when he dumped them into a garbage truck), and leaves the shop as Mushnik looks down Audrey II's gaping trap. The plant suddenly bites off Mushnik's head, chomps on it for a few seconds, and swallows it whole, before it uses its tongue to pick up the rest of Mushnik's body and eat it, all complete with the sounds of crunching bones and squishing flesh, and large amounts of blood squirting out of Audrey II's mouth, ultimately leaving a bloody aftermath surrounding Audrey II's pot.
 * After Audrey dies, the gun Seymour uses to try to kill himself fires a harmless blank rather than jamming.
 * The climax is also completely different; after hearing Patrick Martin's sales pitch, Seymour refuses his offer and demands him to leave. Ms. Geffen runs in (having overheard the discussion) and asks what's going on. Seymour tells her about Audrey II needing blood to grow, and that he's already fed three people to the plant. Ms. Geffen offers to help Seymour fight off Audrey II and stop the distribution deal, figuring out that the plant could be looking to overthrow the human race as the dominant species on Earth. During the duel, Audrey II reveals its new offspring and uses them to try and eat Seymour and Ms. Geffen. The two run out of the shop and into the streets, while Audrey II, who destroys the florist shop, stalks after them. Ms. Geffen is eventually caught by the plant and thrown into its mouth with a sickening bite. Seymour continues running, eventually taking shelter behind a brick wall. Unfortunately, the plant is able to smash its way through that, and before Seymour can escape again, Audrey II wraps one of its vines around Seymour's body and lifts him up to its head. Then, in the film's most nauseating scene, the plant eats a screaming Seymour in three bites: first, the plant chomps Seymour's head, face and brain matter into mush, then it devours his body during the second bite, before it finally chews his lower half while slurping the guts hanging out of its mouth as if they were noodles. After it's finally consumed Seymour, the plant cackles (the laugh heard after Seymour pulls Audrey out of the plant's mouth in the theatrical cut) as the camera zooms into its disgusting, blood-squirting mouth as the screen turns red.
 * That's when the "Don't Feed the Plants" number plays, with its beginning and end shots entirely redone. During the start of the song, Crystal, Ronette and Chiffon are dressed as demons as they explain how Audrey II took over the world. Near the end, the camera zooms out from the plants and into the sky until it pans out to the blood red Earth from the beginning of the film. As the song ends, Audrey II appears above the planet, wrapping its vines around it and laughing maniacally until the screen cuts to black, accompanied by the sound of a giant crunch, after which the credits roll.
 * Finally, instead of the Porky Pig variant from the theatrical cut, the film ends with the regular Warner Bros. ending logo, but five seconds after it fades to black, without warning, an entire legion of roaring, cackling Audrey II plants (each one a different size and bearing a slasher smile) jumps out to scare the viewer one last time, then lunge at the camera as crunching, slurping, cracking and squishing sounds are heard.

Ten Audrey IIs, all of varying sizes, were built for this film by Jim Henson's Creature Shop (the Los Angeles shop designing the animatronics, and the New York shop handling the puppet construction and fabrication), based on puppet designs for the original musical by Martin P. Robinson. Robinson was directly involved with the creation of the puppets, overseeing the building process and even serving as principal performer for Audrey II, leading his fellow puppeteers from the Jim Henson Company (he also coordinated the puppeteers' performances, served as a creative consultant, performed plant 2, worked the crane lifting the head of plant 9, and was lead puppeteer for "Don't Feed the Plants"). To ensure that no jealousy or conflict occurred between them, each performer took turns operating the mouth, while the others controlled the tongue, vines, and leaves. For example, Robinson was lead plant performer for the song "Grow for Me", Karen Prell performed the plant's mouth during "Feed Me", David Rudman lip-synced to "Suppertime", Joey Mazzarino performed the mouth in the "Suppertime" reprise, and Kevin Clash was head puppeteer in the climax. The "Don't Feed the Plants" number featured three puppets of the plant at its largest size, all reused for several shots to illustrate the idea of a large plant army taking over Earth, with the main performers controlling the mouth of each plant, swapping puppeteers from shot to shot. The three massive plants required more than 1,500 people to puppeteer them.

Plot
The movie begins with the current Warner Bros. logo. The logo disappears and, after the daytime sky turns to night, we zoom through outer space until we reach the solar system. However, Earth is completely missing, replaced with a wide, smoky gap between Venus and Mars. Narration is heard throughout:

"On the twenty-first day of the month of September, in an early year of a decade not long before our own, the human race suddenly encountered a deadly threat to its very existence. And this terrifying enemy surfaced, as such enemies often do, in the seemingly most innocent and unlikely of places..."

The scene changes to a shot of a florist shop with the words "Little Shop of Horrors" printed on the front door. Three street urchins (Crystal, Ronette, and Chiffon) introduce the film, as they tell of forthcoming horror ("Prologue/Little Shop of Horrors"), much to the disbelief of everyone they encounter. We are introduced to Seymour Krelborn, a pathetic orphan living in a gritty New York neighborhood called "Skid Row", and Audrey, a beautiful but meek woman with a tacky fashion sense and no self-worth. Both desperately wish to escape the city but can't because they're poor and down on their luck ("Skid Row (Downtown)"). They work at the florist shop, run and owned by the grumpy but well-meaning Mr. Mushnik, one that's run-down and on the verge of bankruptcy. Seymour has recently bought a new, weird-looking plant (named "Audrey II", after his secret crush), but doesn't know what it needs to grow. Suddenly, a man stops by the store and notices the plant, asking Seymour where he got it. Seymour reveals ("Da-Doo") that, about a month ago, he was walking by a florist shop run by a Chinese man, when an eclipse of the sun occurred. As it did, a new plant suddenly materialized in the shop, and while even the Chinese man had no idea where it came from, he offered to sell it to Seymour for a cheap price. The man, fascinated by the story, offers to buy a daylily as he exits the store for $50, eventually paying Mr. Mushnik the money to buy two of them, since daylilies only cost $25.

In his bedroom underneath the shop, after Mushnik gives him a week to nurse the plant back to health, Seymour laments to a dying Audrey II that he has tried numerous ways to make it grow, all to no avail, and wonders aloud what the plant needs ("Grow for Me"). During the song, while filing Mushnik's taxes, Seymour gets a paper cut and his finger bleeds. This attracts Audrey II's appetite, and Seymour realizes that's what the plant needs to grow; he reluctantly agrees to feed it a few drops of blood (though he admits having a bad feeling about it). However, instead of only a few drops, a small stream of blood leaks from Seymour's finger into Audrey II's mouth. Nevertheless, once Seymour exits the room, Audrey II does indeed grow. The plant soon becomes a popular tourist attraction on Skid Row, revitalizing Mushnik's business and making Seymour the hottest celebrity in town, much to Mushnik's pure delight. Meanwhile, Audrey returns with a black eye and her arm in a sling, and despite concern from Ms. Geffen, her neighbor, she is too afraid to leave her abusive boyfriend. That said, Audrey does have feelings for Seymour, and secretly wishes to live a modest life in the suburbs and start a family with him ("Somewhere That's Green"). Just like in the 1986 film, the song is accompanied by a fantasy sequence that shows Audrey and Seymour living together in a tract house with two children, preparing frozen dinners and playing in the backyard. Unfortunately, her lack of self-esteem prevents her from believing she even deserves this lifestyle.

Meanwhile, Mushnik decides to renovate the shop using all the money they've made from Audrey II being displayed in the window and asks Seymour to help him. Audrey arrives late again, her injuries still remaining. Mushnik angrily demands to know who she's been dating, and in the next scene, we get the answer: Orin Scrivello, a shameless sadist who rides around on a Harley, gets off on bringing pain and suffering to those around him, and has a job as a dentist ("Dentist!"). During his song, Orin, through voiceover, describes his early life: as a child, he took pleasure from harming and killing animals. His mother, noticing his violent tendencies, suggests he put them to good use and become a dentist; after all, "People will pay you to be inhumane." During the second half of the song, a now adult Orin arrives to work and, in succession, displays his violence by kicking a woman in the groin, dropping a bear trap on a man's head, and twisting a child's neck (with a loud crack). At the end of the song, Orin begins to check on his first patient, telling him to say "AAH!" as he drills a hole through his tooth, after which he spits out blood, upon Orin's command. Orin's mere presence intimidates anyone who sees him, including Seymour, who calls him "a disgrace to the oral care industry. And the motorcycle industry." Orin, interested by Audrey II, tells Seymour, introduced by Audrey as her boyfriend, to take the plant and get out of Skid Row, explaining that he could "go big on Wall Street" with a plant like that. Mushnik then realizes that the plant (and Seymour) is the sole reason why his shop has been doing good business as of late, and he offers to adopt Seymour as his "son" and have him as his business partner. Seymour happily accepts ("Mushnik and Son").

Alone in the shop, Seymour reflects on his newfound fame, and thanks the plant for helping him achieve local recognition and revitalizing business in the shop ("Sudden Changes"). As he leaves for a bite to eat, however, the plant starts dying again, and as Seymour tells it that he needs to heal his finger, he hears cries of, "Feed me!" Audrey II reveals itself to be able to talk and demands to be fed more. Seymour has very little blood left to give, sarcastically asking if Audrey II wants him to slit his wrists (to which the plant responds by dropping its jaw in a comical fashion, allowing its tongue to hang out). Audrey II refuses Seymour's offer of chopped sirloin from the local butcher shop, and insisting it must be blood, and it must be fresh. The plant's craving for blood is so strong that it doesn't care if Seymour has to start killing people to get more of it, even promising it will "make it worth your while." The plant promises Seymour everything he's ever dreamed of, including fame, fortune, and Audrey, the girl he loves, if he continues to feed it ("Feed Me (Git It)"). Throughout the song, Audrey II plays genie and shows Seymour luxuries mentioned in the song: the driver's seat of a 1960s' Cadillac (with the plant in the passenger's seat), the set of Tonight Starring Jack Paar (using archive footage of said show with Seymour and Audrey II, both black-and-white, inserted into the shot), a diner table seated next to Hedy Lamarr (a digital recreation of the late actress), a fancy restaurant (filmed at Sardi's in Manhattan), and an actual bedroom at New York's Ritz-Carlton Hotel. Shots are also shown of Audrey II as a genie (similar in design to the Disney character) and a stereotypical African slave (with Seymour dressed as Aladdin and a slave owner, respectively); Seymour dressed as King Tut (identical to Steve Martin's SNL costume) with Audrey II as his subject, and Seymour dressed similarly to Orin Scrivello and riding a Harley (with Audrey II as his passenger). Seymour, though tempted by these offers, refuses, showing clear disgust at the notion that anyone could deserve to be slaughtered and fed to a hungry plant, as the plant itself claims. Audrey II directs his attention to Orin, who continues to berate and abuse Audrey outside for driving his motorcycle (and nearly causing an accident). Inside Audrey's apartment, Orin attempts to rape her and smothers her cries for help. This is the last straw for a now incensed and vengeful Seymour, who declares, his voice filled with raw rage, that the dentist has more than enough blood to feed the plant, encouraged by the ravenous Audrey II, its voice displaying complete disgust by what it's just seen.

After Orin finishes with a masochistic patient named Arthur Denton, who wishes for "a long, slow root canal", Seymour barges through the door, armed with a chainsaw. This terrifies Orin, who tries to reason with Seymour and demands he drop the tool, and even promises to quit his job and leave Skid Row, never to return. Seymour contemplates letting Orin live, until the misogynistic dentist calls Audrey "a pathetic slut with a lotta ass but no balls." This insult pushes Seymour over the edge, as he grinds the dentist into chunks as he screams for mercy. Outside, Ms. Geffen witnesses Seymour committing the murder and runs off to phone the police. Soon after, Seymour drags the pieces of Orin's body, stuffed into a garbage bag, outside, leaving a heavy trail of blood, and leaves the bag on the doorstep of Mushnik's. Audrey II has to reach for the bag by itself in order to get to its meal, after which it ravages off Orin's remains, complete with slurping, nauseating sounds of bone crunching and flesh squishing, and blood flying out of the plant's mouth, before laughing maniacally. Desperate to cover up the murder, Seymour disposes Orin's dentist uniform into an oncoming garbage truck and washes his hands of any blood stains. However, he forgets to clean the blood off the florist shop floor and the chainsaw.

The next morning, Seymour wakes up to find the police at Audrey's house, asking her about the dentist's disappearance; they suspect that "foul play" was involved. Audrey confesses to Seymour that while she's happy that Orin is finally gone, she also feels guilty, because deep down, she wished the day would come. When asked by Seymour why she was willing to put up with Orin, Audrey reveals she was once a stripper at a nightclub, wearing crude, tacky attires, and believes she deserves no better man than Dr. Scrivello. Seymour tries to convince Audrey to put her relationship with Orin in the past, telling her that there are nicer guys willing to do anything to please a girl like Audrey, subtly revealing his own feelings for her ("Suddenly, Seymour"). At the end of the song, Seymour and Audrey share a passionate kiss.

After this, the two say goodbye and Seymour returns to the shop to take a nap in his room. Suddenly, Mr. Mushnik emerges from the shadows, unintentionally scaring Seymour, and reveals that Ms. Geffen, a frequent customer at the shop, had told him that she had witnessed Seymour murder Orin. While Mushnik claims he refused to believe it at first, he started noticing something was up when he discovered the trail of blood on the road connecting from the dentist's office to his shop, something that Seymour tries to pass off as a huge paint spill; followed by little red dots all over the floor in the shop, which Seymour refers to as stains of wine that he didn't clean up well. Mushnik then asks Seymour what he calls the big, red splatters on Mushnik's chainsaw. It's at this moment that the voice of Audrey II appears in Seymour's head, telling him that he must get rid of Mushnik now, or else he will lose Audrey's love and his new reputation will be ruined ("Suppertime"). Mr. Mushnik exasperatedly asks Seymour how he could do this, and Seymour tries to justify the murder as being for the sake of Audrey. This causes Mr. Mushnik to suspect that Seymour's crush on Audrey, something Mushnik himself has very much known for years, was his motivation for the crime; after all, Seymour named the plant after her, she was dating the dentist, and Mushnik actually caught a glimpse of them kissing a few minutes ago. When asked if he was jealous of Orin because the dentist had everything Seymour didn't and wanted to have (including Audrey), Seymour dismisses the dentist as an irredeemable scumbag who is now in Hell, "the one place where he can finally face justice for his years of causing pain to everyone else," and even boasting that he "did Skid Row a favor!" In response, Mushnik decides to report Seymour to the police, telling Seymour that while it hurts to turn him in, he insists it's best that Seymour go to prison before he can kill again. Seymour, in turn, claims that ever since he found Audrey II, he's come to the realization that there are a lot of people in the world, including Dr. Scrivello, deserving of death. Mushnik lambasts this as a horrible sentiment, to which Seymour, echoing the plant, bitterly remarks "But it's true, isn't it?" Seymour leaves the shop without another word, leaving Mushnik shaken and speechless. Without warning, Audrey II chomps down on Mushnik's head and begins to eat him. As he's being eaten, the defiant Mushnik angrily screams, "Seymour Krelborn! You son of a--!" before being swallowed whole inside the plant. Outside, Seymour watches Mushnik's consumption with a deathly glare on his face.

Outside, Seymour is greeted by journalists, salesmen, businessmen, network executives, talent agents, television producers, financial investors, magazine publishers, news reporters and photographers, all promising Seymour TV appearances, magazine photo ops, lecture tours, licensing deals, and even more fame and fortune ("The Meek Shall Inherit"). In a dream sequence, Seymour, at first, is interested in their offers (even hoping he'll become richer by keeping the plant around), but then tries to talk himself out of it, realizing that if he gave in and signed their contracts, he'd have to "keep on doing all these bloody, awful things" to preserve the plant, and begins to have nightmares about himself turning into Audrey II. Seymour initially decides to destroy Audrey II for good, activating up a cigar lighter as if to incinerate the plant, but then worries that if he did so and became broke and unemployed again, without the plant, Audrey may not love him anymore (symbolized by Audrey running through Seymour as if he were a ghost, hugging the plant instead of him). Against his own will, but feeling he has no other choice, Seymour begins signing contracts left and right as he agrees to publicize and monetize his plant, effectively selling his soul to the Devil.

As Seymour begins writing a love letter to Audrey, Audrey II (which now barely fits inside the florist shop) begins squawking for more blood. Seymour becomes annoyed with the plant, particularly about why it won't eat other types of meat, like roast turkey or smoked salmon, instead of just human blood. Audrey II complains about not being fed since eating Mr. Mushnik a week ago, to which Seymour tells it to wait until he and Audrey begin dating, then, in his words, the plant will "never go hungry again." Audrey walks in on Seymour rambling about Audrey II, and smacks him back to his senses, then asks when Mr. Mushnik will return from "visiting his long-lost stepdaughter in Cincinnati." Seymour asks Audrey if she would still love him even if he had never bought Audrey II to begin with, to which Audrey reassures that she'd love Seymour no matter what. Smiling on the outside but depressed inside, Seymour, after successfully asking Audrey out on a date, promises her that they'll soon be out of Skid Row and into the house and lifestyle she's always dreamed of, before asking her politely to leave the shop so he can pull himself together. Audrey obliges and runs off into the night. All alone in the shop now, Seymour tells himself that he's decided that the day he and Audrey leave Skid Row, he will destroy the plant.

Audrey II resumes demanding to be fed. Having just about had it with the "vegetable", Seymour offers to pick up "a nice medium rare" for it to eat. The plant refuses, insisting once again it must be fed blood, but after Seymour begins screaming that it's his last offer, it bitterly answers "It better be fresh." Seymour gradually calms down and runs off, but not before telling Audrey II not to even think about dessert. After he leaves, the plant gets angry about not getting dessert, and decides to get some payback on its owner. Worried about Seymour, Audrey walks around aimlessly in her apartment. Suddenly, the voice of Audrey II telepathically appears in her head, hypnotizing Audrey ("Suppertime (Reprise)"). As she returns the shop, she discovers the plant in its default position, with only its voice providing clues to her as to its sentience. Audrey II tells an overwhelmed Audrey to water it quickly, as its "branches" are beginning to "dry up". However, this is all a ruse, for as Audrey returns with a watering can, the plant reveals its full sentience and prepares to eat her, even revealing to her with twisted glee that "your dentist friend" (Orin Scrivello) and Mr. Mushnik are "right inside!" In the spur of the moment, Audrey II wraps some of its vines around the mouth of a screaming Audrey and uses other vines to pick up the shop's telephone to call Seymour, telling him, "The dessert came to me!", punctuated by a stomach-churning crunch. A horrified Seymour returns to the shop to find Audrey in the plant's trap, and forcefully pulls her out while Audrey II unleashes its most terrifying laugh, exclaiming mockingly, "No dessert, huh, Krelborn?!" Despite Seymour's attempts to save Audrey, the damage is done; Audrey has lost most of her blood from the experience, and her death is inevitable. As her dying wish, Audrey asks Seymour to feed her to the plant, happy that "finally, [she]'ll be somewhere that's green." ("Somewhere That's Green (Reprise)") This time, Seymour doesn't have to feed Audrey to the plant himself, for as he sobs and softly places her head down, Audrey II catches her head with its lower lip and gently pushes her back towards its mouth, not closing the trap until she's completely inside. After this, the plant lowers its head and sniffles while shedding a "tear".

Seymour grabs a shotgun from the back of the shop and steps outside, prepared to commit public suicide. He pulls the trigger, only to find the weapon jammed. Patrick Martin, V.P. of Licensing and Marketing at World Botanical Enterprises, approaches the despondent Seymour, who tells Martin to go away and leave him alone. The determined Martin tells Seymour, who tries to argue that he's not interested, that he has a business proposal for him; WBE has sent Martin to ask for Seymour's permission to sell miniature Audrey IIs, made from leaf cuttings of Seymour's plant, in stores across America, while also paying Seymour 30% of the profits from every Audrey II sold. Seymour flashes back to the events of the film as Martin continues his sales pitch in the background, confident that all American households will soon own an Audrey II, and that they can even sell the cuttings all over the world (Martin specifically mentions England, Mexico, Germany, France, Japan, China, and the USSR). Martin further ensures that "with the right advertising, this could be bigger than hula hoops!" and asks Seymour if they have a deal, to which Seymour responds that he'll go home to think about it. Martin gives Seymour all the time he needs but tells him that he has a truck full of pots waiting around the corner.

Seymour returns to the shop to think about Patrick Martin's proposition. Considering that a plan to mass market Audrey II would mean hundreds of millions of talking, ravenous plants everywhere, Seymour realizes that it would eventually lead to world conquest. Audrey II, which has now grown so tall that it has smashed through the roof (leaving its head and a quarter of its neck towering over the shop), responds, "And I want to thank you!" As Seymour finds out too late, this is exactly what the plant had in mind all along. Calling Audrey II "a monster" and berating it for eating "the only person [he] ever loved", Seymour decides that the plant must be destroyed now. He uses a machine gun, a large pack of rat poison, a butchering knife, a pickaxe, a flamethrower, and a stick of lit dynamite to off Audrey II, all with no success. Finally, a desperate Seymour whips out the chainsaw with which he killed Orin Scrivello. "You made me kill the dentist with this...and now...it's time you got your just desserts!" A very poor choice of words, for as Seymour runs into the plant's trap, it gobbles him up, then burps out the chainsaw. Patrick Martin soon returns, looking for Seymour in the shop, with no success, although he does spot the bloodied chainsaw. Still insistent that he doesn't need Seymour's help, Martin directs his co-workers to start taking leaf cuttings and loading them into their moving truck. The camera pans out of the shop and up towards the night sky, with the Moon shining bright amongst the stars.

After this, we pan back down and see Crystal, Ronette, and Chiffon standing in front of a large supermarket, as they, through song ("Don't Feed the Plants"), reveal that similar plants across the United States began to attract other "unsuspecting jerks, from Maine to California," and "sweet-talked" them into feeding them blood, just as the original Audrey II did with Seymour, until they were big and powerful enough to rampage through whole cities, devouring everyone in sight. As they sing, we see an enormous crowd of shoppers stampeding into the supermarket to buy an Audrey II as if it were a Cabbage Patch Kid; the scene eventually escalates into an all-out brawl, complete with plants being tossed around like hot potatoes. The scene then fades to a movie theater, where a film entitled "It Came from Beyond the Moon" is playing; specifically, a scene featuring the U.S. army battling a giant Audrey II as it wreaks havoc on New York City, while the three girls sing about the plants growing to epic proportions (thanks to all the "jerks" who kept feeding them their blood) and beginning "what they came here to do": to eat Cleveland, Des Moines, Peoria, New York, and everywhere else. As the words "THE END" appear on the movie screen, the girls burst through the screen and shout "And where you live!" before enormous plant vines burst through the walls and drag several moviegoers out to their doom, while Audrey II can be heard laughing evilly outside.

The scene then changes to shots of what is implied to be hundreds of millions of Audrey IIs, each having grown hundreds of feet tall, destroying New York City, Los Angeles, Orlando, Cleveland, Philadelphia, Dallas, Atlanta, Chicago, Las Vegas; Washington, D.C., and other American cities. Eventually, we get shots of the plants destroying cities around the world, like London, Toronto, Sydney, Mexico City, Berlin, Glasgow, Paris, Dublin, Beijing, Tokyo, Wellington, Moscow, Jerusalem, Madrid, Stockholm, and Amsterdam. The voices of Seymour, Audrey, Mr. Mushnik, and Orin warn that no matter what the plants persuade you with to be fed, whether it be fame, fortune, love, material possessions or cheap thrills, you must not give in to temptation or fall for promises that sound too good to be true. At one point, Patrick Martin steps out into the city, stands in horror at what his actions have caused, and pays the price by getting eaten alive by an Audrey II. The scene soon makes frequent cuts between wide shots of enormous Audrey IIs demolishing cities and eating helpless civilians, newscasts reporting casualties in the millions, and militaries around the world being called in to battle the ever-growing Audrey IIs (the plants have now become too hardy to kill, and in wide shots, their vines and roots squash the army to death like giant monster feet). The cuts between the three scenes become more and more rapid until just before the final line, when the song ends with a shot of Earth combusting in a massive fireball, similar to the destruction of the Death Star in Star Wars, creating the Earth-less solar system from the beginning of the film.

After this, we cut to a scene featuring a '60s-style parody of Fox News, with an unnamed anchorman claiming that the Audrey IIs were made by President John F. Kennedy and "deep state operatives" to undermine the Republican Party. He is promptly eaten by an Audrey II, which then lunges at the camera, after which the end credits roll. Songs during the credits include covers of "Mean Green Mother from Outer Space" (sung by Mark Hamill as Audrey II) and "Suddenly, Seymour" (sung by Mj Rodriguez as Seymour and Ellen Greene as Audrey). As "Suddenly, Seymour" ends, a special closing logo for Warner Bros. Pictures is featured: Porky Pig (voiced by Bob Bergen) appears above the WB shield and utters his trademark "Th-th-th-that's all, folks!"

Cast
Stunts ALEX BANKIER PAUL ELIOPOULOS AMANDA FOSTER CHERYL LEWIS TERRY NOTARY CHRIS PALERMO BRIAN SIMPSON THOMAS PATRICK RYAN WATSON

DAN BROWN MARK FICHERA MEEGAN GODFREY SAMANTHA J. McDONALD KYLE PACEK TORI PRATT LINDA "TWILDA" TREADWAY-DILLMON DANA MICHAEL WOODS

ANTHONY CZUMALOWSKI BRYAN FORREST CODY LAUDAN DANA MORGAN LAINIE PAHOS MISTY ROSAS JIMMY WAITMAN SHELBY WULFERT

Audrey II Principal Puppeteers MARTIN P. ROBINSON DAVID RUDMAN

NOEL MacNEAL PETER LINZ

PAM ARCIERO CHERYL BLAYLOCK JULIANNE BUESCHER STEPHANIE D'ABRUZZO JOHN KENNEDY BRUCE LANOIL DREW MASSEY CARMEN OSBAHR ALLAN TRAUTMAN

ANTHONY ASBURY JOSEPH MAZZARINO

BILL BARRETTA ERIC JACOBSON

JENNIFER BARNHART RICKEY BOYD KEVIN CARLSON RYAN DILLON JIM KROUPA RICK LYON PAUL McGINNIS MICHELAN SISTI

KAREN PRELL KEVIN CLASH

MATT VOGEL TYLER BUNCH

TIM BLANEY LISA BUCKLEY LESLIE CARRARA-RUDOLPH ALICE DINNEAN TIM LAGASSE JIM MARTIN JAMES MURRAY JOHN TARTAGLIA VICTOR YERRID

UncreditedDAVID BARCLAY MIKE QUINN

WARRICK BROWNLOW-PIKE GORD ROBERTSON KIRK THATCHER

LOUISE GOLD TIM ROSE

Additional Plant Puppeteers AFSANEH AAYANI STEVE ABRAMS MATT ACHESON JAMIE AGNELLO LUCY AIKEN ZAN ALDA LATORYAH ALEXANDER DREW ALLISON BRETT AMBLER KATAYOUN AMIR-ASLANI LAUREL ANDERSEN ANNIKA ANDERSSON CHRIS ANGAROLA JULIE ANN ANTTI ELISE ARSENAULT SARAH MORGAN ASHEY SAVANNA AUSDEMORE BRODY AWALT BECCA AYERS DANNY BACHER BETSY BAER STERLING KASEY BAKER-McCLARY GREG BALLORA LAURA BARBERA TIM BARNES ALEXANDRA BARTLEY ERWIN JAKE BAYAN DANIEL ELI BECKER THOMAS BEEBE COURTNEY BELL JORDAN BELL JUSTIN BENNETT PENNY BENSON TODD BERKICH BECCA NOEL BERNARD MAURI BERNSTEIN MATT BETHUNE TOBY BILLOWITZ CAROL BINION DAVID BIZZARO JESSA BLACKTHORNE KEEFER C. BLAKESLEE PHILOMENA BLOCK MARY BOATMAN KAIESHA BOLDEN NICKI "GOOSE" BONVEGNA SHARON MURPHY BOSKI ADAM BOURQUE GWEN BOWMAN SARAH BETHANY BRAUN JEFFREY BRESLAUER LINDSEY BRISTOL MATTHEW BROOKS CONNAR ELIZABETH BROWN BECCA BRUNELLE R. LEE BRYAN CAITLIN BRZEZINSKI TANNER J. BURGHARDT ALEX BURNETTE BEN BURRIS MARILYN BUSCH CECILIA CACKLEY BRENDAN C. CALLAHAN AARON CAMPBELL MELVIN CAMPBELL ANDREW A. CANO LUCY CARAPETYAN JOE CARLETON CRYSTAL CARLISLE JONATHAN CARLUCCI BRIAN T. CARSON DANNY CARLOS CASTELLANOS EVAN CAUSEY ARLEE CHADWICK MICHAEL CHANN TERRANCE CHARLES BONNIE ROBIN CHARYN JENNA CHIN STEPHEN CHIODO CAT CIMINO BRIAN D. CLARK CEILI CLEMENS ALEX CODY MOLLY COFFEE JOSH COHEN ISABELLA KARINA COHINO TOMMY COLEMAN ANDREW COLPITTS MASON X. CONRAD CAMILLE COOPER JONATHAN COOPER FRANKIE CORDERO DAVID COLSTON CORRIS JACQUELINE KELLEY COUGHLIN DAVID COUTER TODD COYLE MADISON J. CRIPPS MICHELLE CROLL JACOB DANIEL CUMMINGS KATIE CURRI KEVIN CUTLER CAROLE SIMMS D'AGOSTINO MINI DALLISON AZUSA "SHESHE" DANCE KIMBERLY DANIELS ACACIA DANIELSSON EMILIE ROSE DANNO ROB D'ARC DARCI DAVIS GWEN DEAN COURTNEY DEASE EMILY DeCOLA MAX DeLOACH AUDREY DENSMORE JASON DERNAY LAINI DEVIN GIAN RAFFAELE DiCOSTANZO KRISTINA DIZON LUKE DOMBROSKI DAISY DONOHUE ZACH DORN MEGGIE DOYLE BARRY DUKE III ROBERT DAVID DUNCAN GENEVIEVE ROSE DUSKA JACKSON EATHER SARAH EISMANN ANNIE ELLERTSEN JULIA EMELIN JANE ERICKSEN KIMBERLY DURRETT ESPINOSA JOHN L. ETTINGER MARY FABER DARCI LYNNE FARMER MICHEL JEROME FAULKNER II DAVID MATTHEW FELDMAN HOPE FENNIG ROBERTO FERREIRA SHYKIA FIELDS MARCUS FIORAVANTE EMI FISHMAN GENEVIÈVE "G." FLATI PRESTON FOERDER HOBEY FORD THOM FOUNTAIN YANNIV FRANK YVONNE FREESE GREG FRISBEE ALEX FURGESON MARK GALE LILLIEANA GAMSO-CWALINSKI ROB GARDNER ZACHERY GARNER DAN GARZA BRENDAN GAWEL ROCCO GEORGE ALICIA GERSTEIN RONI GEVA ERU GIBSON CURTIS GILLEN ROSEMARY GILMORE GABRIEL GIRSON JAMIE GLICKMAN JANELLE GOOD C.B. GOODMAN MANDY GOODWIN BARRY GORDEMER STACEY GORDON JACOB GRAHAM NANCY JEAN GRAY CHRIS M. GREEN LYLE EDWARD GREENE AMBER GLYCH GREENLEE ALEX U. GRIFFIN ART GRUENEBERGER SCOTT GRYDER EMILY DERRICK GUGGINO B.J. GUYER TARA HAIGHT BEVIN BELL HALL CHRISTY HALL MADDIE G. HAMMOND SHANNON HANBURY ELIZABETH HARA AMAJAE HARDY-JONES NANCY E. HARRIS LAURA HARTLEY JOHN HARTZELL ZACHARY JAMES HAUMESSER ANDY HAYWARD ERIC HENRY RACHEL HERRICK JASON HINES MICHAEL HINTON SARAH HO LEAH HOFMANN JOSHUA HOLDEN STEVEN M. HOLLOW CEDWAN HOOKS MICHAEL HORNER DAVID HOSAY ABBY KATHRYN HOWELL BILL REMINGTON HUBNER TRAVIS CHARLES HUDSON ABBY HUFF KRISTI HUGHES ALISSA HUNNICUTT DAVID BROWN HUTCHMAN CHRIS IGNACIO MONICA ILA JIM ALLEN JACKSON TERRI HARDIN JACKSON DOROTHY JAMES MATTHEW MICHAEL JANISSE HALEY JENKINS CHRISTINA KAY JIMINEZ CARL J. JOHNSON KEVIN JOHNSON SEAN JOHNSON BRIAN MICHAEL JONES PRESTON JONES TONY JONICK BLAKE JOSEPH MELANIE KAISEN MIA KANG STEPHEN KAPLIN BILL KASSAY ALEX KEANE JONATHAN KEEZING KEITH KELLY JAMES KEMP ALFIE KENO MIRA KHAZIRAN JONATHAN KIDDER KATHLEEN KIM DOUG KINCAID GLEN KINNAIRD KENZIE KLEM ADRIANNE BLYTHE KNAPP KAY KOCH KATIE KOSTER ANDY ROCCO KRAFT ABBIE KRENTZ JESSICA KRUEGER ROBBI HALL KUMALO HARRY LaCOSTE SAYLOR MOON LAKE SCOTT LAND WILLIAM LANDSMAN FRANK LANGLEY DAKOTA LARA ANIKA LARSEN MICHAEL LATINI MATTHEW LAVIN VITO LEANZA JOSH LEE KATIE LEFFEN PHOENIX LEIGH KAYELIN LEON MONICA LERCH LIBBY LETLOW JONAH LEVINOWITZ MALLORY KATIE ROSE LEWIS LYNNETTE LI JESSICA LIEBERMAN JOSEPH LIGUORI JON LITTLE MICHAEL BECKER LOPEZ SPENCER LOTT JON LUDWIG KAITLYN VICTORIA LUNARDI JONOTHON LYONS DANIELLE MacMATH JACKIE MADEJSKI BRIDGET MAHONEY STEFANIE MALOUF MELISSA MANGOLD ANDREW MANJUCK PATRICK MANWAY DAWNIE MARIE ASHLEY NICOLE MARTIN WAYNE MARTIN JOSÉ MARTINEZ-CHAVARRIA EMMA RUTH MATHEWS REAY KAPLAN MAXWELL ROBIN MAY KIRK L. MAYNARD ERIC J. McCONNELL CATHY McCULLOUGH CHRISTIAN R. McDANIEL CONOR McGIFFIN JESS McKAY RANDALL McNAIR CALLI McRAE CHRISTIANA MEEKS PEEJ MELE DONOVAN MENDELOVITZ COURTNEY MENTZEL KAYA MEY TRACIE MICK-SHOEMAKER CADENCE MILLER HANNAH MILLER MEGAN MISTRETTA PAMELA MITCHELL TERESA MOLER LUKE MONDAY ASHLEY MONIZ DANNY MONTOOTH CEDAR J. MOORE ALEXANDRIA MOORMAN ELIZABETH HOPE MORGAN ALISON MORK KOBE NIJAL MORRISON TERREN MUELLER PAUL LOUIS MULLER ANDREW MURDOCK SPENCER MURRILL JIM NAPOLITANO SAFI NAZZAL JEY NELSON CHUCK NESCI JOE NEWMAN-GETZLER KEVIN NOONCHESTER EMMA NORVILLE ALISON NOVELLI MAISIE O'BRIEN LEAH OGAWA JUDITH O'HARE LEAH N. OLBRICH ANDREW WAYNE OLSEN PAIGE O'MALLEY CLAUDIA ORENSTEIN KATIE ORR CALVIN OSORIO SARA OUTING ADAM PAGDON CHRISTOPHER PALMIERI MICHAEL PARADISO KATHERINE PAULSEN JACKIE PAYTON ARIELLE PEDERSEN DAN PEELER SHAWNA PEÑA-DOWNING JUSTIN A. PERKINS AMANDA PETEFISH-SCHRAG SARAH KAY PETERS MARC PETROSINO NICK PIACENTE CAGE PIERRE JOSH PINS EMILY PIRTLE EMMA BRENNER PLOTKIN AIDEN JAMES POLING STEVE POLLINO JEN PONTON RICHIE PORTELA BRITTANI NICOLE PRENGER KAYLA PRESTEL BAKARI PRIGG DAVID PRIVETT SARAH PROVOST A.C. QUAGLIATO TYLER B. QUICK SOFIA NICOLET RAHANIOTIS JARED RAMIREZ DANIELLE LOUISE REDDICK MISHA REEVES RYAN REINIKE SKYE RHODEN TARA RICASA PAUL RICE SARAH BERMAN RICHMOND JESSI RIESE STEVEN RITZ-BARR MATTHEW RIVERA AARON ROBERGE MARK ROBERTSON ZACH ROBINSON ADAM ROCILES CHRISTINA RODRIGUEZ JASON ROGEL SHARON ROMANO MISTY ROSAS KRISTIE ROSE MELANIE ROSEDALE LUCAS M. ROSS CORY ROUSE EVA J. RUBIN HEIDI RUGG LIONEL "LONNIE" RULAND JASON RUSH ALYSON SCHARERER RUTTER KIRSTY SADLER LIZ SANFORD MICHAEL SANTOSUSSO MICHAEL JOSEPH SARE ANGELA SAUER HEATHER SAWYER JULIE DANSBY SCARBOROUGH STOPH SCHEER HANNAH SCHOONER RYAN SCHULTZ MICHAEL SCHWABE NICOLE K. SCOTT TOMAS MICKIEWICZ SEIDITA JOE SELPH AARON SETLOW COURTNEY RAE SHAFFER STEVIE SHALE JULEEN MURRAY SHAW STEVE SHERMAN DAVID SHIH KEITH SHUBERT MATTHEW SIDES SCOTT SILSON REBECCA LEIGH SILVERMAN HANNAH MARY SIMPSON CHRISTINA SIVRICH BRANDON SMITH SHAWN W. SMITH ANNA SOBEL SAMANTHA SOSTARICH JEFF SPEETJENS VANESSA SPRING-FRANK MATT STANDLEY BEN STANSBERY JON STEIGER DAVID STEPHENS SARAH STILES KRISTIN STOKES CHRISTINA STONE KRISTIN STORLA CAROLINE STRANGE VANESSA STRICKLAND LISA AIMEE STURZ MARK SUSSMAN MARISSA DAYRIT SWANNER AMY ELIZABETH SWEENEY ERIC SWEETMAN MONICA SZAFLIK MILES TABER CATHERINE TALTON BETHANY NICOLE TAYLOR SCOTT TAYLOR-COLE APRIL TENNYSON CALEB THOMAS AUSTIN THOMPSON JEREMY THORPE MOIRA TODD ERIK TORBECK PATRICK TREADWAY STEVE TROOP ANDY TRUSCHINSKI HEIDI TUNGSETH KAILI Y. TURNER BASIL TWIST TONY URBANO CARIDAD del VALLE KATHY VANDEREEDT JASON VANSLYCKE CHRISTOPHER JEWELL VALENTIN NIKO VELAZQUEZ J. GREG VENEKLASEN MICHAEL J. VETERE III RUSS VICK AMANDA VILLALOBOS CASTERLINE VILLAR LIZ VITALE EDDIE VONA MADELINE WAGER RUSS WALKO BOB WALLS ROBIN WALSH AMANDA WALTER APRIL WARREN ANNETTE MOONEY WASNO JOHANNA WATTS KAIEEM WEBSTER STACEY WEINGARTEN JIM WEST ANTHONY WHITE VANESSA WHITNEY MICHAEL WHITTEN BRIAN HENRY WIEGAND DAN WILEY RYAN WILKES ERIC R. WILLIAMS JOYCE NOEL WILLIAMS NICOLE MONIQUE WILLIAMS ABIGAIL WILSON KAY WILSON JANA WIMER ASHLEY WINKFIELD JAMES W. WOJTAL, JR. FRED WOLINSKY CHASE WOOLNER KEATON WREN GRETCHEN WYLDER BRITTANEY TALBOT WYSZYNSKI SARAH YARBOROUGH MICHAEL YESHION TIMOTHY YOUNG ANNA CAMERON YOUNGHANS BETSY ZAJKO MICHELLE ZAMORA KAT ZHENG LIANE "LU" ZIELINSKI KATE ZULAUF

PETER ABRAHAMSON BRAD ABRELL SIENNA ACZON N.J. AGWUNA MECCA AKBAR NANCY ALDRICH KEVIN ALLEN JESSE MICHAEL ALLISON NEHPRII AMENII NICK ANASTASIA CHRISTIAN ANDERSON RAUL ANDRES JOE ANNABI RACHEL APPELBAUM HEATHER ASCH TRICE ATCHISON KELLY AUTRY STEVE AXTELL CLAIRE AZIZA JOSH BACHER RACHEL BAILEY JOSH BALL KRISTY BALTEZORE LAURA BARBIEA DANIEL KEITH BARONE LAWRENCE BASGALL JAKE BAZEL ILANA BEATRICE BECKER NATE BEGLE ELLIE J. BELL KAITLIN BELLAMY NATHALIE AUTUMN BENNETT BONNI BENTON EVY BERMAN-WRIGHT JOSH BERNASKI JOSEPH P. BERTÓT TAYLOR BIBAT EMMI BILLS RONALD BINION MICHAEL T. BLACK ARIEL KAYLA BLACKWOOD EDNA BLAND DARREN BLUESTONE JACKEY BOELKOW JEANETTE BONNER AMBER BOONE MARCELO R. BOTTARO MISHA BOUVION KELSEY ANN BRADY KATE BREHM LUTE RAMBLIN BREUER RIVA BRODY ARTHUR S. BROWN JORDAN BROWNLEE LEANNE BRUNN TIMOTHY BRYANT BENNY BUETTNER TERRENCE BURKE DANIEL BURNS RACHEL BURSON JESSE BUSH JACOB ANTHONY CAIN WILL CALLAHAN ALEX CAMPBELL TYLER CAMPBELL JUAN CANTU NIKOLAS CARLEO SOPHIA CARLIN LANE CARLOCK RAYMOND CARR MEGAN M. CASEY R.J. CASTRO JULIE CELANO MELISSA CHAHO GRAHAM GALLOWAY CHAPA AMANDA CHARNEY CHIH-JOU CHENG CHARLES CHIODO RACHEL CHRISTIANSON DANIELLE N. CINTRON CHARLES BRANDEN CLARK JEFF CLEVE JOHN CODY KATIE COFIELD SPENCER COHEN THOMAS CHRISTOPHER COLBY CODY COLLIER R. BRUCE CONNELLY CASEY CONVEY DANIELLE COOPER MIRANDA N. COOPER ALYSSA CORELLA REBECCA CORT OLIVIA COUGHLIN ELIZABETH COWPERTHWAITE BRETT CRANDALL JOHN CRISWELL DAVID THOMAS CRONIN GAVIN CUMMINS KSA CURRY ROBERT CUTLER LEO DAIGNAULT PARKER DAMM NATHAN DANFORTH MYAH DANIELS KATE DANLEY CLINT DANTINNE JULIA DARDEN DESTINY DAVIS ZACK DEAN GRACE DEBETAZ TESS DEGAN JODY DeMARCO CARLYLE DePRIEST SEAN DEVARE BILL DIAMOND ADAM JUSTIN DIETRICH LAUREN DODDS KELLY DONAHUE ALLIE DOODY ROSA DOUGLAS-ELLING THEO DUCLO BONNIE DUNCAN HARRIETTE DUNN-FELIZ DUSTY DUTTON YVETTE EDERY LYNETTE EKLUND BEN ELLING AMIE ENRIQUEZ ROBIN TORBECK ERLANDSEN ARTIE ESPOSITO LAUREN EVERETT JAROD FACKNITZ MICHAELA FARRELL TODD FAULKNER YAREMIS FELIX JOANNA FERBRACHE AUSTIN HUNTER FERRIS DAVID FINO TREVOR FISCH MOLLY FITE ERIN KATHLEEN FLYNN ALLIE FOGEL BRYAN FORREST ASHLEY McKAY FOWLER SARAH FRECHETTE STEVEN J. FREITAS ROBIN FROHARDT MATTHEW FURTADO TYLER GALLAHER AYMEE GARCIA ROBERT GARDNER KENDRA GARNETT NICK GASWIRTH ALEXANDRA GELLNER SEAN GEORGE LEE GERSTENHABER LEILA GHAZNAVI ONALEA GILBERTSON JENNY GILLETT NOAH GINEX MATTHEW GITTINS AMANDA DIANN GODEPSKI HONEY GOODENOUGH EMILIE SARA GOODRICH CHRISTOPHER JOHN GOOLEY DAVID GORDEZKY ALEXANDRA "ALI" GOSS CONNER GRAY KENDYL GRBAC EMMI GREEN CAT GREENFIELD JACQUELYN AVERY GREENSPAN BILLY GRIFFIN, JR. JAMES W. GRUESSING, JR. ISAAC GUDGEON MIRON GUSSO LISA HAAS SAM KOJI HALE BOBBY HALL, JR. PABLO HAMLIN BRADLEY SCOTT HAMPTON JENNY HANN GRANT HARALSON KATHY HARMENING AIDAN HART ARYIEL HARTMAN LANDON HARVEY MICHAEL HAVERTY CHRIS HEADY WAYNE HENRY STEPHEN HERSHEY KYLE HINES SERRA HIRSCH JON HOCHE CODY HOIEN GWEN HOLLANDER-SCHRADER PATRICK DANIEL HOLMES KERI GRAYSON HORN SUSAN HOROWITZ NATHAN HOTY LORNA HOWLEY ANNA NANETTE HUDSON AMALISHA HuECK TARYN JENNIFER HUFFMAN SCOTT HUHN MYLES HUNT CHRIS IANNUZZI KYLE IGNECZI VANYA ILIEVA JONAH M. JACKSON JONATHAN JACOBS MEGAN JAMES JACKSON JANOWICZ JOHN JENNINGS JAN JOHNS DANIELLE JOHNSON MATTHEW LEWIS JOHNSON VICTORIA JOHNSON BRODRICK JONES ULYSSES JONES DAVID JORDAN NEUMA JOY STEPHEN C. KALLAS KRISTA KANGAS DAVID KARLE KATE KATZ WILL KEATING SHEALYN KELLEY KEVIN KELLY VICKI KENDERES-EIBNER EMILY KESTER MINHDZUY KHORAMI RONALD KIESER DONNA KIMBALL JESSE KINGSLEY TAKEMI KITAMURA LIZZIE KLEMM LAUREN KNETEMAN MARC KOHLER JOE KOVACS SELAH KREEGER ADAM KREUTINGER MATTHEW KRYGIER ERIK KUSKA BROOKE LACY MAGGIE LAKIS ALISON LANDONI MICHELLE LANE GREGG VAN LANINGHAM LEAH LARA HELEN LASER ARIEL LAURYN SHERRY LAYNE NELL LEDBETTER KENJIRO LEE NICK LEHANE MARSIAN De LELLIS ADRIAN ROSE LEONARD JUDITH LESSER JON LEVIN LEN LEVITT SHELBY LEWIS PAUL LIBERTI BEN LIEBERT SCOTT M. LILLY AME LIVINGSTON ANA THERESE LOPEZ HAZEL LOZANO CHRISTOPHER LUECK DEREK LUX MOIRA LAEL MacDONALD MARTA MOZELLE MacROSTIE REBECCA MAGAZINE KYLE MAHONEY EVAN MALTBY MCKAY MANGUM DOV DAVID MANLEY NOAH MARCUS KAILYN MARRA JONATHAN DAVID MARTIN BRYAN MARTÍNEZ MOLLY MASLAK MAX MATTOX ALEX MAY MADISON MAYER TODD McCLAIN DREW McCORD GRETCHEN McCUTCHEON NICOLA ROSE McELDOWNEY KATHRYN SMITH McGLYNN BRENDAN McMAHON SHANE McNEAL MORGAN MEADOWS AMIT MEHRA SARAH EMALINE MELTON EROS MENDOZA RANDAL J. METZ NATALIE MICHAELS BECCA MIGHELL CAROLYN ANNE MILLER MEGHAN SUZON MILLER BLAKE RUSHING MITCHELL WILLIAM C. MITCHELL KATHRYN MOLLOY JASON MONDINE CARINA MONTBERTRAND KIRSTY MOON LEONARD J. MOORE II MANUEL ANTONIO MORÁN MICHAEL WILSON MORGAN JAMES CHRISTIAN MORRIS MICHAEL MOTKOWSKI MO MUHSIN LARA JEAN MUMMERT-SULLIVAN JASON MURPHY MARY HILDEBRAND NAGLER RUSSELL NAUMAN ERIC NEAL SARAH JANE NELSON KELLY NESHEIM JOSH RHETT NOBLE BRENDON NORTH ERIC NOVAK LIZ OAKLEY VICKI OCEGUERA MICHAEL O'GRADY ADAM OHL ZACK OLDS DAVID LLOYD OLSON MICHAEL OOSTEROM CARLOS ORLANDO CYNTHIA VON ORTHAL SAMUEL SANTIAGO OTERO ANNEY FRESH OZAR LAINIE PAHOS RACHEL PANTAZIS ALYSSA PARKHURST R.J. PAVEL MEGAN PIPHUS PEACE JILANE PEDERSEN BRIAN PELACCIO KERVIN PERALTA RENEE PERRI ANNIE PETERLE JORDAN PETERSON FERGIE L. PHILIPPE JANINE PIBAL NOAH PIGZA FELIX PIRE KEVIN PITTMAN CAROLYN PLURAD NATALIE POLISSON DANNY-RAY POLSON CATHERINE POPKO PAOLA POUCEL ELI PRESSER KANE ANTHONY PRESTENBACK MICHELLE PRINCIPI JUNE PRIVETT NATE PUPPETS SARAH QUERALT KAT QUIÑONES ANNA RAHN HAYLEY RAPHAEL RACHEL REDLEAF BRITTANY L. REID DANA REMINSKY ABIGAIL RHYNE SEBASTIANO RICCI CRAIG RICHARDSON JON RIDDLEBERGER TARRA McGOWAN RIGGS CLAIRE RITZLER ALEXA L. ROBBINS ZACHARY ROBERTIN DARLA MASON ROBINSON JULIO ROBLES ELLIE RODDY RAFAEL RODRIGUEZ MOIRA ROGERS MAGGIE RONCK CHARLIE ROSE KYLIE JENIFER ROSE BETSY ROSEN ROBERTO ROSSI BENJAMIN ROWE LOVE RUDDELL PAUL RUGG BOB RUMBA REBECCA RUSSELL JONATHON RYAN KEITH SALTOJANES ANTONIA SANTANGELO LUKE SARACOGLU ANGIE SARKISYAN ROB SAUNDERS KELLI SAWYER LIZ SCHACHTERLE CHRISTINE SCHISANO BENJAMIN SCHRADER MICHAEL SCHUPBACH JESSICA SCOTT DUSTIN SCULLY TYLER SEIPLE KELLEY SELZNICK PAM SEVERNS SETH SHAFFER RACHEL WICKHAM SHANE DYLAN SHELTON ALEXIS RENAE SHERRILL MO SHIPLEY PAULA SHUTMAN BENJAMIN SIEMON DAVID SILVA JESSICA SIMON HEATHER SIMSAY DAVID SKELLY CAITLIN W. SMITH GORDON SMUDER KRISTOFER SOMMERFELD CHRISTOPHER SOUCY G. SCOTT SPENCE DORSEY SPROULS JASON STANLEY RACHEL STASIAK-BARTLETT LAUREN BETH STEIN KENNY STEVENSON MICHELE STINE TREY STOKES JENNIFER STONEKING TYLER JACOB STOUFFER DAVID STRASSMAN RYNE STROM MARK STUVER LAUREN SUTTON ADAM SWARTZ TIM SWEENEY IAN SWEETMAN EMILY SZAJNUK CONOR TAGUE ALLIE TAMBURELLO DAVID ANDREW TAYLOR NORMAN TEMPIA JOSEPH THERRIEN JUSTIN THOMAS MELISSA THOMPSON WENDY GOODMAN THUM TAYLOR TOFFLEMIRE DREW TORKELSON LINDA "TWILDA" TREADWAY-DILLMON PHILIP JOHN TROSSARELLO, JR. MARINA TSAPLINA PAUL TURBIAK MATT TURNER TAYLOR TYRRELL RALPH VALENCIA, JR. KIRK VANDA MICHAEL VANDERPOOL ALEKSANDER VARADIAN ART GONZALEZ VEGA GABRIEL VELEZ JACK VENTURO EMILY VETSCH SUZIE VIGON GRAYSON VILLANUEVA JOSE VILLARREAL AMBER VOELLER SAMANTHA VOSMAER BRANDON C. WAGNER JORDI WALLEN FERGUS J. WALSH SARA C. WALSH RACHEL WANSKER MELISSA XIAOLAN WARREN JOETTE WATERS RACHEL WAYNE TORI WEDDELL BRIDGET ANGELA BURKE WEISS JONATHAN DAVID WEST V DANIEL WHITEHURST KATIE WHITTEMORE STEVEN WIDERMAN ROB ALLEN WIGHT GINA WILHELM CHAD WILLIAMS GREGORY WILLIAMS KATY WILLIAMS RACHEL ELAINE WILLIAMS ANDREW WILSON MARK BRYAN WILSON LINDA WINGERTER MEG WINKLER KEVIN WOLF CAMERON WOODSON BLAKE CHRISTOPHER WORRELL ERIC WRIGHT SHANNON WYNNE DUSTIN YAHNKE ANNE YATCO DANNY YOERGES WESTON YOUNG TEDDY YUDAIN ERIC ZAK EMILY ZEMBA YITONG ZHU ELIZABETH A. ZIMMERMAN JEFFREY ZWARTJES

KEVIN "KEV" ABRAMS CLAY ACHEE CATHERINE ADELL EMILY AGY JACOB ALBARELLA BRIAN ALEXANDER TRISTAN ALLEN MANDY AMANO DOLPH AMICK CHRISTON ANDELL PACKY ANDERSON MARKY ANDREWS MICHELLE McKINLEY ANSDELL-GABRIEL MARIAN GREENBERG ARPEL CONNOR ASHER KEVIN AUGUSTINE VALERIA A. AVINA AFI AYANNA MAXWELL BABCOCK GRANT BACIOCCO NICOLE BAKER DANIEL T. BALLARD ALEX BANKIER BILLY BARKHURST LONA BARTLETT ARETTA BAUMGARTNER DAVID M. BEACH JESSICA LYNNE BECKER JOHNNY BEIRNE JOHN BELL HAILEY BENDAR TAU BENNETT OLIVER BERGER OLIVIA JANE BERNÁBE MATTHEW G. BERNIER CRYSTAL BETH RACHAEL BIEHLER MATT BINGEL KIRK BIXBY RODRICK BLACKMAN STEPHANIE BLAIN DALLIN BLANKENSHIP ALLYSON BOATE NICOLETTE ROSE BOILLOTAT ERIN BONURA SOFIA BORREGO PHOEBE BOTTOMS DENNIS BOWMAN MATTHEW J. BRADY TYLER BREMER LINDSEY "Z." BRIGGS VINCENT BROELMANN BEAU BROWN APRIL E. BRUCKER HARRISON BRYAN DANIELLE BRYN GEAKH BURCHILL CONNI BURKE-MULLIGAN KIRA BURRI LESLIE BURTON CHARMIEN BYRD KATHARINE CALABRESE MARIA CAMIA JUSTIN CAMPBELL HUNTER CANNING KAY CAPASSO JESSICA HONOR CARLETON LARA CARLING LAUREN VAUGHN CARLSON AMY CARRIGAN RITA CASTAGNA DANIEL CAULKINS FRANK CESARIO ANDRE C. CHAN CHRIS CHAPPELL KRISTIN CHARNEY MERY CHEUNG EDWARD CHIODO ALANNA CHUYAN TYLER MARIE CIRULNICK LAURA KAY CLARK ANDY CLINTON MATT W. CODY ERICA ROSE COHEN TRUDI COHEN CHRIS COLEMAN JIMMICA COLLINS JEFF CONOVER DANIEL J. COOK FELICIA COOPER GREG CORBINO JARRED CORONA AUSTIN MICHAEL COSTELLO ANITA COULTER EDWARD R. COX MELISSA CREIGHTON CHRIS CROLEY CRAIG CRUMPTON BRETTE-RAIA CURAH SARAH MARIE CURRY ANTHONY CZUMALOWSKI TORIE D'ALESSANDRO BECK DAMRON MATT DANIEL SARAH DANIELS A.J. DANNA ELIZABETH A. DAPO DORIEN DAVIES EMILY RAINBOW DAVIS ALEXANDRA ROSE DeANGELIS LOUISA DEBUTTS KRISTIN DEGROOT BETH DeMICHELE CINDY DERBY MARLINA DEVERY STEPHANIE DIAZ STEVEN DIRCKZE CLARE DOLAN JAMIE DONMOYER CHARLOTTE ANNE DORE RICKY DOWNES ANGELA DUFFY JAMES RETTER DUNCAN BEN DUROCHER VINNIE DUYCK JODI EICHELBERGER NAMEER EL-KADI EMMANUEL ELPENORD NICOLE ERB MINDY ESCOBAR-LEANSE PEGGY ETRA ZANE EXACTLY STEPHEN FALA CHRISTOPHER FAULKENBERRY JULIA FEINBERG DAVE FELTON MARLON FERNANDES DAVE FIEBERT MICHELLE FINSTON QUINCEE FISCO MARGOT MARIE FITZSIMMONS BARRETT FOA BEN FOLTS GALEN FOTT GEORGE FRANGIDES BRADLEY FREEMAN, JR. ALEXANDRA "LEXY" FRIDELL ORA FRUCHTER REBECCA GALARZA JUSTIN GALLUCCIO LEANA GARDELLA JOSEPH GARNER CAMERON GARRITY SERGIO GAVIDIA JOEL GENNARI LUKE GERDES CODY GERSZEWSKI CRAIG EDWARD GIBSON LARRY GILLELAND LORRAINE GILMAN ANDY GION TIM GIUGNI JAMES GODWIN SAM JAY GOLD BELLA GOODMAN JARED GOODWIN SARAH GOONE JUANITA GORDON KELLY GRAGO KALINDA GRAY ADAM DAVID GREGORY TERRELL MELVIN GREEN MICHAEL GREENLAKE ADMIREL GREY ANGELA GRISWOLD COLDIN GRUNDMEYER CHRIS GUERRA JOSHUA GUTIERREZ DAVID HAAZ-BAROQUE DEVON HALES BROOKE REBECCA HALL MEGAN HAMM JOSHUA HAN KATHERINE HANNAFORD FORREST HARDING LOIS HARMEYER DAVID LIEBE HART ROBERT HARTMAN LANGSTON HATCH CHRISTOPHER THOMAS HAYES COREY HEDY LUIS R. HERNANDEZ JENNIFER HIMES JODY HINKLEY SCOTT HITZ DEVONY HOF EMY HOLDEN LEAH HOLLERAN BILL HOLZNAGEL WILLIAM HORNE KIRE HORTON DAVID HOUTZ CHARLES HUBBELL JOSHUA DAVID HUDSON STEPHEN LaREIGN HUES BRENDA HUGGINS MONICA HUNKEN DAN HURLIN AYA IBARAKI MORGANA IGNIS SUSAN J. JACKS MADALEIN JACKSON JASON JACOBY JESSICA JANES ASHANTI J'ARIA ADAM JEPSEN NASH JOHNS JASON JAMES JOHNSON PATRICK JOHNSON AVERY LEE JONES NICK KNAVE JONES WILEY JONES KATHARINE JORDAN LIZ JOYCE SARAH JOY KANE KELVIN KAO ROBERT KASH CHRIS M. KAUFFMANN SAM KEBEDE KATHLEEN ALICIA KELLY KEVIN ROBERT KELLY CANDRA KENNEDY DENIZ KHATERI MANDY KHOSHNEVISAN ROBB KILLEN RACHEL KIMBERLIN SPENCER KINGSLEY KARI KLEIN LEIGH MARTHA KLINGER TOM KNIGHT JOSH KOLB MARY ROBINETTE KOWAL WAYNE KREFTING SARA JEAN KREUTZ JENNA KUERZI KASADY KWIATKOWSKA SARAH LAFFERTY GENEVIEVE LALLY-KNUTH WAYNE LANDRETH REBEKAH LANE ROB LAQUI JASON EDWARD LARAMEE AARON LATHROP MARÍA RENÉE LAVALLE MATTHEW A. LEABO BRANDI JIMINEZ LEE TOM LEE HOPE LEIGH GRETCHEN VAN LENTE HEATHER LEONARDI CALVIN MACK LESTER II TODD GERSON LEVIN CHERYL LEWIS TONY LEY JAYDEN LIBRAN MADISON LIESCH STEVE LIMONES WESTON CHANDLER LONG ROB A. LOTT DEVON HAWKES LUDLOW NELSON LUGO ANDREA LYONS LARA MacLEAN AMANDA MADDOCK ROWAN IAN SEAMUS MAGEE BRENDAN MALAFRONTE RYAN MALYAR ROBERT MANION JAYME MANTOS ELIANA MARIANES EMILY K. MARSH REAGAN MADILYN MARTIN IZAIAH MARTINEZ SAMANTHA LEE MASON TODD MATTOX ED MAY BARBARA MAYFIELD ROB McCLURE ANDREA BELSER McCORMICK SAMANTHA McDANEL MATTHEW ALDWIN McGEE KELLY McGOWAN MOLLY McMAHON MEGAN McNERNEY ANNA MEDLEY KATHRYN MELBY TY MENARD KEVIN MENEGUS JANET METZGER TED MICHAELS PABLO JOSÉ MILLA DANIEL MILLER JOHN MINNECI JENNY LEE MITCHELL ERIC MODYMAN LISA ELENA MONDA SIARRA TAMIA MONG KRISTELLE MONTERROSA GEOFF MOONEN LIANA MOORE DANA MORGAN ANDREW MORIARTY BRIAN K. MORRISON MARISA MOUREAU LAURA NOELLE MULLENIX ALASTAIR JAMES MURDEN MARCELLA MURRAY JENAY NAIMA OSCAR "OZ" NAVA ASHLEY NEASE JEFF NEPPL ELISABETH NESS SARAH NOLEN SHERRY NORTON-WILLIAMS JAKE NOVAK HEIKO OBERMOLLER KATHERINE O'CONNOR SARAH SARANG OH DILLON OHLEMILLER DILLON WOLF OLEATA SUMMER OLSSON BRETT O'QUINN ERIN K. ORR BRANDON MICHAEL OSBORN KATIE OTTEN KYLE PACEK ZOE ROSE PALLADINO CHRISTINE PAPALEXIS CHRIS PATSTONE ELIANA PAYNE LUKE GERARD PEARLBERG ROB PEDINI ARAN de la PEÑA VANESSA PEREDA-FELIX OLIVIA CHRISTINE PERRY JOSHUA PETERS IAN PETRELLA EVAN HILL PHILLIPS CAITLYN PICCIRILLO MORGAN PINER SAMUEL FRANCIS PIRIE GRACE JULIA PITTS MARY POCHATKO JAY POLLACK REBECCA PONTICELLO JOSEY PORRAS TORI PRATT STEPHANIE PRESSMAN CONNOR PRICKETT MARY BESS PRITCHETT ERIN C. PROCTOR A.A. "CORBIN" PURYEAR DAVID QUESAL CATRINA QUINTANILLA LILITH RALPH JENNIFER RATHSACK AMBER REEDER-VEGA SIERRA REIN ZACHARY MICHAEL REYNOLDS AMANDA RIBNICK JOSH RICE MAYA RICHARDSON KAITLYN BESS RIEL FRED C. RILEY III SAMMY RIVAS KIERA E. ROBBINS BRETT ROBERTS TYRONE L. ROBINSON RYAN ROBSON ABBY RODERICK CLAYTON ROEDERER JENNY ROMAINE GWENDOLYN ROOKER EMALEY ROSE LESLIE MADELINE ROSE BRANDON ROSS MELISSA ROTH EMORY ROYSTON CARLA RUDY ALESSANDRA RUIZ AMY C. RUSH FRED CHONG RUTHERFORD JOE SABATINO BREE SANBORN NICOLETTE SANTINO GABRIELLA SARAMAGO NATSUMI SASABE DEVON SAVAGE MICHAEL SCANLAN RACHEL SCHAPIRA NICHOLAS AUSTIN SCHOMMER KELLEN SCHULT SAMANTHA SCHUTTE MATTHEW THOMAS SCOTT AMY SEGAL DANIEL SELON EUGENE SEREGIN TOBEN SEYMOUR GAIL SHALAN JANE CATHERINE SHAW YINAN SHENTU CLAIRE SHIELL CHAD ETHAN SHOHET MELBA SIBREL JAMES SILSON LAURA NOELLE SILVA LAKE SIMONS EMILE SIVERO ELIZABETH "BETH" SLADE COLLEEN SMITH JULIE SNYDER JAIME SORIA RACHEL SPEARS FRED SPENCER KATELYNN KENNEDY STAGGS THOM STANLEY JOHN STATON JR. BRENDA STELZER LILI STEVENSON ANTHONY MICHAEL STOKES ANDY STONE NAOMI YVONNE STONER MATT R. STOVER AMY STRICKLAND ALEXANDER STRZEMILOWSKI MYRA SU SCOTTY SWAN KRISTINA SWEARINGEN AMBER RACHEL SWEET KATIE SWIDER DAVID SZEHI SOPHIA TAKLA HANSEL TAN LARA JEAN TAYLOR R.J. TEMPLE BLAIR THOMAS LAURYN MORGAN THOMAS STEPHEN JOSHUA THOMPSON AIMY TIEN BRIAN TORBECK PENELOPE TORRIBIO THOMAS TRINH KATHERINE TROTT EMILY JANE TUCKER SAM TURLINGTON TUXFORD TURNER JAY TYSON DUSTIN VALENTA CHERI LYNNE VANDENHEUVEL VERA VANGUARD GREDIVEL VASQUEZ JONATHAN VEGA PAM VELTRI MICHAEL T. VERDI AUSTIN VETTER ALEX VILLA MATTEO VILLANUEVA JORDI VISCARRI RILEY VOGEL EMMA WADE ANNA CLAIRE WALKER SARAH ELIZABETH WALLIS KATIE WALSH SARAH WALSH CHELSEA LORRAINE WARGO KATHERINE "KASPER" WASHINGTON ANGELA DELORES WATSON GREY WEARS LUKE WEHNER DANIEL WEISSBRODT TANYA WHEELOCK CYNTHIA WHITMAN MARK P. WHITTEN SUSAN WIDERMAN DARYL WILCHER LISA NICOLE WILKERSON CHRISTOPHER WILLIAMS JONATHAN C.K. WILLIAMS MEGHAN M. WILLIAMS ANNA WILLIFORD HANNAH LAUREN WILSON MIRANDA NOELLE WILSON JEREMY WINGLE EMMA WISEMAN MEREDITH WOLFE LANCE WOOLEN CHRISTOPHER WREN LADY NICHELLE WRIGHT JENSEN WYSOCKI NAMI YAMAMOTO MATT "LUCKY" YATES HALLIE YORK ZEHAVA YOUNGER SARAH KATHERINE ZAFFIRO PAUL ZALOOM DANNY ZEPEDA MICHAEL PAUL ZIEGFELD DANTE ZUCCARO ALAN ZWERLING

Uncredited JASPER ANDERSON GREG ARONOWITZ ADAM BEHR BRIAN BERO JIM BOULDEN BARNEY BURMAN A. ROBERT CAPWELL ANTONIO CARRILLO JOE COLWELL JEFF CRUTS ROB DERRY JEFF EDWARDS JOHN PAUL FEDELE THOMAS FLOUTZ DEBORAH GALVEZ KYRA ELISE GARDNER DAVID GRASSO BETH HATHAWAY MATT HEIMLICH JEFF HIMMEL PAMELA IVETA JEFF JINGLE RON KARKOSKA LOUIS KISS JIM KUNDIG SUSAN LAPRELLE JULIAN LEDGER MARK MAITRE JASON MATTHEWS KEVIN McTURK TODD MINOBE CLARE MULROY GREG NICOTERO MICHAEL ORNELAZ JUSTIN RALEIGH JUSTINE RAPPAPORT GEOFF REDKNAP CHRISTIAN RISTOW TERRY SANDIN SHANNON SHEA DAVID SNYDER BILL STURGEON LILO TAUVAO MARIO TORRES, JR. MARK VINIELLO SCOTT WOODARD

KEITH ARBUTHNOT RYAN BARNETT JIM BEINKE ENRIQUE BILSLAND EVAN BRAINARD NORMAN CABRERA DANIEL CARLISLE PETER CHEVAKO DAVID COVARRUBIAS RICHARD DARWIN ALEX DIAZ BERNHARD EICHHOLZ ERIC FIEDLER ROBERT FREITAS MARK GARBARINO TONY GARDNER TED HAINES RICHARD HAUGEN RUSS HERPICH TIMOTHY HUIZING LARS JANGAARD CAREY JONES LUKE KHANLIAN DANA KLAREN RICHARD LANDON RICK LAZZARINI RUSSELL LUKICH GREG MANION MIKE McCARTY PAUL MEJIAS ADRIEN MOROT STEVE NEWBURN MICHAEL O'BRIEN NICHOLAS PODBREY TIMOTHY RALSTON MARK RAPPAPORT RICHARD REDLEFSEN REGGIE RIZZO ANDY SCHONEBERG RUSSELL SHINKLE JONATHAN SPENCE JAMIE SWETTENHAM MARK TAVARES BILL TRAETTA KEVIN WASNER MARK WOTTON

LEE ARMSTRONG CHRISTIAN BECKMAN CHRISTOPHER BERGSCHNEIDER STEPHEN R. BLANDINO BILL BRYAN MARILEE CANAGA TAMARA CARLSON-WOODARD ANDREW CLEMENT GINO CROGNALE MICHAEL DEAK DAWN DININGER MIKE ELIZALDE MIKE FIELDS RICK GALINSON JAKE GARBER PATRICK GERRETY VANCE HARTWELL JURGEN HEIMANN GUY HIMBER HIROSHI "KAN" IKEUCHI TIM JARVIS MARGUERITE KALHOR MARK KILLINGSWORTH STEVE KOCH JIM LAPRELLE TIMOTHY LEACH LEONARD MacDONALD BOB MANO JAKE McKINNON SCOTT MILLENBAUGH RICHARD MUECK ROBERT NEWTON AINA O'KANE BRIAN POOR ROBERT RAMSDELL SALLY RAY MIKE JAY REGAN DWIGHT ROBERTS MARK SETRAKIAN BRYAN SIDES SCOTT STODDARD CHRISTOPHER SWIFT ZACH TOLCHINSKY TODD TUCKER DAVID WOGH JONAH ZIMMERBERG-HELMS

Crew
Directed by Greg Berlanti

Screenplay by Matthew Robinson

Based on the Stage Musical Little Shop of Horrors
 * Book by Howard Ashman
 * Original Production by the Workshop of the Players Art Foundation, Inc. (WPA Theatre), David Geffen, Sir Cameron Mackintosh, and The Shubert Organization

Musical Based on the Film The Little Shop of Horrors
 * Directed & Produced by Roger Corman
 * Written by Charles Byron Griffith

Produced by Greg Berlanti, Marc Platt, Sir Tim Rice

Executive Producers: David Geffen and Sarah Schechter

Director of Photography: Ronald Paul Richard, C.S.C.

Edited by Gregory Plotkin

Original Score by Michael Giacchino

Songs from the Musical
 * Lyrics by Howard Ashman
 * Music by Alan Menken

Production Designer: Marcus Rowland

Costume Designers: Tom Broecker and Brian C. Hemesath

"Audrey II" Designed & Created by Jim Henson's Creature Shop
 * Based on Original Puppet Designs by Martin P. Robinson

Additional Puppet Effects by Paul Andrejco (Puppet Heap Workshop), The Chiodo Brothers, Michael Latini and Marc Petrosino (Monkey Boys Productions)

Special Effects Supervisors: David Alan Barclay, Rick Lazzarini, Mark Rappaport, Arjen Tuiten

Puppeteer Performance Coordinators: Anthony Asbury, Martin P. Robinson

Creative Consultants: Ellen Greene, Alan Menken, Martin P. Robinson

"Don't Feed the Plants" Consultant: Roland Emmerich

Special Thanks to: Lee Armstrong, Peter Askin, Troy Baker, Better Homes and Gardens Magazine, Warrick Brownlow-Pike, Richard Epcar, Annie Evans, Edward Eyth, Mike Flanagan, Noah Galvin, Dave Goelz, Connie Grappo, Jonathan Haze, Brian Henson, The Jim Henson Company, Barry James, Jackie Joseph, Bill Lauch, Mickey Liddell, Michael Mayer, Rick Moranis, Frank Oz, Julie Platt, Michael Quinn, Gordon Robertson, Robbie Rogers, Tim Rose, Janis Roswick-Menken, Kirk R. Thatcher, Kenan Thompson, Time Magazine, Lee Wilkof, Leilani Jones Wilmore, Bryant Young

Dedicated to the memory of Kyle Renick (1948-2019), who helped open the Little Shop to the public.

For the incomparable Howard Ashman (1950-1991), whose musical and creative brilliance made Little Shop of Horrors possible.

For Jim Henson's Creature Shop
Puppet Design & Build Supervisor: Martin P. Robinson

Creative Supervisor, New York: Jason Weber

Creative Supervisor, Los Angeles: Peter Brooke

General Manager: Constance Peterson

Senior Production Manager: Melissa Creighton

Workshop Supervisor, New York: Edward G. Christie

Workshop Supervisor, Los Angeles: Jane A. Gootnick

Animatronics Supervisor: John Criswell

Animatronics Crew: Peter Abrahamson, Jasper Anderson, Greg Aronowitz, Greg Ballora, Christian Beckman, Adam Behr, James Beinke, Christopher Bergschneider, Brian Bero, John Biggs, Enrique Bilsland, Roland Blancaflor, Stephen R. Blandino, James Boulden, Evan Brainard, Bill Bryan, Norman Cabrera, Marilee Canaga, A. Robert Capwell, Antonio Carrillo, Peter Chevako, Andrew Clement, Joseph Colwell, David Covarrubias, Susan Cox, Wolfgang Criswell, Gino Crognale, Jeffrey Cruts, Duke Cullen, Richard Darwin, Michael Deak, Robert Derry, Alex Diaz, Robin Dufay, Jeffrey Edwards, Bernhard Eichholz, Winston Michael Elizalde, John Paul Fedele, Eric Fiedler, Thomas Floutz, Frederick Fraleigh, Robert Freitas, Richard Galinson, Deborah Galvez, Mark Garbarino, Jake Garber, Tony Gardner, Barton Gillety, David Grasso, Connie Grayson-Criswell, Glen P. Griffin, Ted Haines, Vance Hartwell, Beth Hathaway, Richard Haugen, Eric Hayden, Jurgen Heimann, Matthew Heimlich, Russ Herpich, Guy Himber, Jeffrey Himmel, Rob Hinderstein, Timothy Huizing, Wes Humphrey, Hiroshi "Kan" Ikeuchi, Lars Jangaard, Jeffrey Jingle, Carey L. Jones, Ron Karkoska, Luke Khanlian, Mark Killingsworth, Louis Kiss, Dana Klaren, Carol Koch, Steve Koch, James Kundig, Richard Landon, Frank Langley, Susan Laprelle, Timothy Leach, Julian Ledger, Russell Lukich, Jocelyn Lynch, Leonard MacDonald, Michael MacFarlane, Mark Maitre, Gregory Manion, Robert Mano, Jason Matthews, Michael McCarty, Jake McKinnon, Tamara McKinnon-Miller, Kevin McTurk, Paul Mejias, Scott Millenbaugh, Todd Minobe, Adrien Morot, Clare Mulroy, Glenn Muravsky, Steve Newburn, Robert Newton, Gregory Nicotero, Michael Corey O'Brien, Michael Oosterom, Michael Ornelaz, Gary Pawlowski, Tim Phoenix, Brian Poor, Jena Prosser, Justin Raleigh, Timothy Ralston, Robert Ramsdell, Sally Ray, Richard Redlefsen, Christian Ristow, Dwight Roberts, Lisa Rocco, Mikey Rotella, Frank Rydberg, Johnnie Saiko Espiritu, Terry Sandin, Michael Scanlan, Andrew Schoneberg, Mark Setrakian, Shannon Shea, Russell Shinkle, Bryan Sides, Amber Skowronski, David Snyder, Jonathan Spence, Matthew Sprunger, Scott Stoddard, Trey Stokes, Bill Sturgeon, Jamie Swettenham, Christopher Swift, Lilo Tauvao, Mark Tavares, Norman Tempia, Jill K. Thraves, Mario Torres, Jr.; Todd Tucker, Mark Viniello, Kevin Wasner, Chad Waters, David Wogh, Mark Wotton

Puppet Fabrication Supervisor: Rollie Krewson

Fabrication Crew: Heather Asch, Lauren Attinello, Chelsea Bayouth, Robert H. Bennett, Carol Binion, Ronald Binion, David Bizzaro, Cheryl Blaylock, Marc Borders, Kate Brehm, Mary Brehmer, Matthew Brennan, Jamie Bressler, Matthew Brooks, Barney Burman, Rachel Burson, Michael Bush, Aida Caefer, Tamara Carlson-Woodard, Brian T. Carson, Ceili Clemens, John Cody, Gretchen Crookes, Carole Simms D'Agostino, Nicolina Dante, Andrea Detwiler, Dawn Dininger, Melissa Doss Diwa, Rosa Douglas-Elling, Isabelle Dufour, Ben Durocher, Richard Dyar, Lynette Eklund, Brad Elliott, Victoria Ellis, Artie Esposito, Henri Ewaskio, Alex "Jurgen" Ferguson, José Fernandez, Michael Fields, Bob Flanagan, Rob Gardner, Joel Gennari, Patrick Gerrety, Andrea Gilletti, Vanessa Gifford Gillis, Duncan Gillis, Deborah Glassberg, James Godwin, Allison Green, Anthony Grosso, B.J. Guyer, Brian Haimes, Tyler Hall, Elizabeth Hara, Joel Harlow, Paul Hartis, Aaron Hartnett, Deborah Hertzberg, Michelle Hickey, Jason Hines, Joshua Holden, Ann Marie Holdgruen, J. Douglas James, Timothy Jarvis, Patrick Johnson, Scott Johnson, Sean Johnson, Ulysses Jones, Kate Katz, Marian Keating, Jean Marie Keevins, Jamie Kelman, James Kemp, Ariella Knight, Joe Kovacs, Jim Kroupa, Janet Kuhl, Camille Labarre, Rose Labarre, Sarah Lafferty, Tim Lagasse, Adrian Rose Leonard, Molly Light, Matthew Lish, Spencer Lott, Kari Love, Peter MacKennan, Lara MacLean, Amanda Maddock, Laura Manns, Cathy McCullough, Jess McKay, Tom McLaughlin, Megan McNerney, Casey Miller, Tom Newby, Collette Nickola, Eric Novak, Danielle Obinger, Aina O'Kane, Leah N. Olbrich, John Orberg, Anney Fresh Ozar, Gabriella Nicole Padilla, Anna Paniccia, Christine Papalexis, Jane Pien, Kenneth Rainey, Geoff Redknap, Michael Jay Regan, Reggie Rizzo, Tina Roland, Stephen Rotondaro, Kate Rusek, Rob Saunders, Sierra Schoening, Michael Schupbach, Tomas Mickiewicz Seidita, Jessica Simon, David Skelly, Erin Slattery Black, Polly Smith, Keely Snook, Toria Sterling, Muriel Stockdale Grabe, Mari Tobita, Zachariah Tolchinsky, Bill Traetta, David Parkinson Valentine, Chaz Vance, Russ Vick, Russ Walko, Robin Walsh, April Warren, Stacey Weingarten, Haley Who, Joyce Noel Williams, Simone Williams, James W. Wojtal, Jr.; Scott Woodard, Julie Zobel

Trivia
Three of the songs are composed and performed differently in this film than in other adaptations. "Skid Row (Downtown)", while in the same key as most productions, is performed at a much slower tempo (before reaching normal speed during the final verse of the song). "Somewhere That's Green" is orchestrated in the key of F major, identical to "Part of Your World" from The Little Mermaid. Likewise, the final song, "Don't Feed the Plants", is arranged in the same key as the 2003 Broadway version of the song, albeit in a slower tempo, with a backup choir, and limiting the orchestration to a soft piano and somber-sounding bass violins, with bass drums and a baritone violin heard during the first half of the song. This gives its accompanying scene a more tragic feel, as it plays over shoppers barging into a supermarket to buy an Audrey II, a montage of innocent people being eaten by the plants, entire cities left in ruins from their rampage, and a discomforting shot of Earth exploding a la the Death Star as the rampaging Audrey IIs maniacally cackle.

Among the scenes cut from the film, which were included on home video releases, include the "Ya Never Know" and "Now (It's Just the Gas)" sequences, alternate takes of every song from the finished film, and an alternate sequence depicting Orin Scrivello's death. In this version, immediately after he witnesses Orin try to rape Audrey, an incensed Seymour goes to the back of the shop and grabs an axe before storming out to hunt down the dentist, leaving Audrey II to sing the final part of the "Feed Me" song ("If you want a rationale/It isn't very hard to see...") by itself; Seymour only sings, "You need blood and he's got more than enough," after the plant sings "I need blood and he's got more than enough." Once Seymour reaches Audrey's apartment, Audrey II yells, "So go get it!" through the shop's window, and Seymour breaks down the door during the final two notes of the song. This immediately leads to a confrontation between Seymour and Orin, with Seymour ordering Audrey to run and hide so as to not witness what's about to happen. Just as in the final cut, Orin pleads for his life, promising to pack up and leave Skid Row forever. While Seymour thinks about whether to take the dentist as his word, Orin calls Audrey and Seymour "the biggest pussies on Earth." In response, Seymour goes berserk, tying Orin to Audrey's bed with duct tape before hacking him into pieces (complete with wall shadows of Seymour doing the deed and outside shots of blood splattering on the window). After this, Seymour takes Orin's remains (including his severed, blood-soaked head) and carries them, by hand, to the florist shop, where he dumps them into the trap of a pleased Audrey II. However, Seymour forgets to clean the axe, and little red dots had dripped all over the shop's floor and the concrete outside as he carried Orin's chopped-up body to the shop.

Before Ben Platt was cast as Seymour, Justin Bieber, Daniel Boys, Zach Braff, Matthew Broderick, Michael Buble, Darren Criss, Joshua Dela Cruz, Adam Driver, Zac Efron, Taron Egerton, Chris Evans, Santino Fontana, Josh Gad, Andrew Garfield, Joseph Gordon-Levitt, Topher Grace, Seth Green, Jonathan Groff, Jake Gyllenhaal, Bill Hader, Neil Patrick Harris, Chris Hemsworth, Tom Holland, Nicholas Hoult, both Jonas Brothers, Zachary Levi, Tobey Maguire, Jack McBrayer, Dylan Minnette, Bobby Moynihan, Edward Norton, Haley Joel Osment, Jim Parsons, Randy Rainbow, Andy Samberg, Dylan and Cole Sprouse, Justin Timberlake, Peyton Wich, Alex Wolff, and Finn Wolfhard were all considered for the part. Hader was eventually cast as the masochistic dental patient Arthur Denton, played by Bill Murray in the 1986 film, and Samberg was cast as Bernstein, an NBC executive who tries to give Seymour his own show during "The Meek Shall Inherit". Harris was cast as the first person to take a liking to Seymour's plant. Groff had previously played Seymour in the 2019 off-Broadway production, while Gyllenhaal played Seymour in an Encores! production of Little Shop in 2015. The man who sings, "Where the food is slop", while eating a disgusting-looking chicken dinner, during "Skid Row (Downtown)", is played by Hunter Foster, who played Seymour in the 2003 Broadway production. Jonathan Haze, who originated Seymour in the 1960 Roger Corman film, briefly appears as a man from uptown, and Stuart Zagnit, who played Seymour in the original off-Broadway production when it closed in 1987, cameos as a newspaper salesman (William Brand, who understudied on Seymour in the original West End production, played the role in the U.K. release of the film).

Amy Adams, Adele, Christina Aguilera, Jillian Banks, Kristen Bell, Jodi Benson, Emily Blunt, Abigail Breslin, Mariah Carey, Kristin Chenoweth, Miley Cyrus, Celine Dion, Kirsten Dunst, Jenny Elfman, Dakota and Elle Fanning, Anna Faris, Lady Gaga, Selena Gomez, Ellie Goulding, Maggie Gyllenhaal, Faith Hill, Kate Hudson, Bonnie Hunt, Brie Larson, Avril Lavigne, Madonna, Wendi McLendon-Covey, Idina Menzel, Debra Messing, Kylie Minogue, Mandy Moore, Chloë Grace Moretz, Sarah Jessica Parker, Katy Perry, Pink, Julia Roberts, Kristen Schaal, Sarah Silverman, Britney Spears, Emma Stone, Taylor Swift, Charlize Theron, Uma Thurman, Jennifer Tilly, Ashley Tisdale, Meghan Trainor, Kristen Wiig, Rebel Wilson, and Mary Elizabeth Winstead auditioned for Audrey before Dove Cameron won the role. While Ellen Greene didn't reprise Audrey from the original off-Broadway adaptation of the play and its subsequent 1986 film version, she has a supporting role as Ms. Geffen, Audrey's neighbor and witness to Seymour's murder of Orin Scrivello (Greene is also credited as a creative consultant), while Hunt portrays a supermarket clerk during "Don't Feed the Plants", trying in vain to quell the mob of customers fighting over Audrey II's. Jackie Joseph, who portrayed Audrey in the Roger Corman film, cameos as an uptown woman, while Marsha Waterbury and Kerry Butler (the off-Broadway understudy Audrey and Broadway Audrey, respectively) make appearances as supermarket shoppers.

Actors in contention for the part of Mr. Mushnik include Jason Alexander, Dan Aykroyd, Alec Baldwin, Ed Begley Jr., Benjamin Bratt, Clancy Brown, James Caan, Blake Clark, Stephen Colbert, Chris Cooper, Bryan Cranston, Tim Curry, Timothy Dalton, Robert De Niro, Johnny Depp, Danny DeVito, Brad Dourif, Robert Downey Jr., Robert Englund, Colin Farrell, Will Ferrell, Harvey Fierstein, Ralph Fiennes, Harrison Ford, Brendan Fraser, Brad Garrett, Jeff Goldblum, John Goodman, Kelsey Grammer, Woody Harrelson, Ed Harris, Dustin Hoffman, Jeremy Irons, Jason Isaacs, Tommy Lee Jones, Michael Keaton, Richard Kind, David Koechner, Nathan Lane, Jon Lovitz, James Marsters, Ewan McGregor, Michael McKean, Ian McShane, Tamuera Morrison, Bill Murray, Mike Myers, Nick Nolte, Gary Oldman, Al Pacino, Joe Pantoliano, Chris Parnell, Joe Pesci, Joaquin Phoenix, David Hyde Pierce, John C. Reilly, Keanu Reeves, William Shatner, Wallace Shawn, Brent Spiner, Sylvester Stallone, Jon Stewart, Patrick Stewart, Mark Strong, Jeffrey Tambor, Patrick Warburton, Lee Wilkof, and Bruce Willis. The role eventually went to J.K. Simmons. Murray originally played Arthur Denton in the 1986 film. Wilkof, who originated Seymour off-Broadway, makes a cameo as a garbage collector (Barry James, the original West End Seymour, played the character in the U.K. release). Kind cameos as a police chief who talks to Audrey after Orin's death.

Jack Black, Adrien Brody, Steve Buscemi, Steve Carell, Jim Carrey, David Cross, Tom Cruise, Paul Dano, Colin Farrell, Will Ferrell, Dave Foley, Will Forte, Topher Grace, Neil Patrick Harris, Sean Hayes, Nicholas Hoult, Kevin James, Jason Lee, John Malkovich, Howie Mandel, Seth Meyers, Jim Parsons, Pedro Pascal, John C. Reilly, Mark Ruffalo, Adam Sandler, Adam Scott, Seann William Scott, Jason Segel, Jerry Seinfeld, David Spade, Ben Stiller, Jason Sudeikis, Alan Tudyk, and Steve Zahn all auditioned for Orin Scrivello before the role went to Matthew Morrison. Black, who also auditioned to voice Audrey II, appeared as radio DJ Wink Wilkinson, Tudyk plays Patrick Martin, and Sandler and James were cast as Skip Snip and a moving truck driver preparing to distribute Audrey II cuttings at the end of the film, respectively. Douglas Sills, who played Orin on Broadway, appears as a shopper during the "Don't Feed the Plants" sequence.

For Audrey II, the director wanted an actor who could at least act threatening enough if not able to sing. Lori Alan, Jack Black, Brandon Boyd, Wayne Brady, Clancy Brown, Jim Carrey, Cedric the Entertainer, Sacha Baron Cohen, Common, Eddie Cooper, Lilli Cooper, Cavin Cornwall, Terry Crews, Jim Cummings, Elliot Dash, Keith David, Daveed Diggs, Taye Diggs, Snoop Dogg, Brad Dourif, Danny Elfman, Donald Faison, Harvey Fierstein, Kelsey Grammer, Cee Lo Green, David Alan Grier, Neil Patrick Harris, Kevin Hart, Steve Harvey, James Monroe Iglehart, Jason Isaacs, Dwayne Johnson, Tom Kenny, Keegan-Michael Key, Martin Lawrence, Seth MacFarlane, John Malkovich, Ian McShane, Mr. T, Eddie Murphy, Gary Oldman, Ozzy Osborne, Ken Page, Jordan Peele, Billy Porter, Randy Rainbow, Amber Reilly, Ving Rhames, Kevin Michael Richardson, Chris Rock, Axl Rose, J.K. Simmons, Sam Smith, Will Smith, Wanda Sykes, Kenan Thompson, Tony Todd, Alan Tudyk, Sigourney Weaver, and Stevie Wonder all auditioned for the part. Mark Hamill was eventually brought in to voice the plant, being both a talented villain voice actor and a decent singer. Simmons was cast as Mr. Mushnik, Black was cast as Wink Wilkinson, while Reilly voiced Audrey II in a 2019 production at the Pasadena Playhouse. Eddie Cooper, Ken Page, and Billy Porter have all also played Audrey II in past Little Shop productions. Keith David cameoed during the "Skid Row (Downtown)" number, as a scruffy-looking hobo. To promote the film, Hamill voiced Audrey II for a week of performances during the off-Broadway revival production of Little Shop of Horrors, which opened at the Westside Theatre in 2019.

Before Hamill was cast as Audrey II, the combined voices of the puppeteers were considered (giving the plant a deliberately inconsistent sound). Eventually, the voice of lead puppeteer Martin P. Robinson was used during filming, whenever Audrey II had spoken dialogue, and would have been used in the final cut if no suitable voice actor had been found. Robinson's Audrey II voice, which sounds like a gruffer-sounding Telly Monster, was used in promotional material for the film, including an interview with the character. Kenan Thompson was also brought on to perform Audrey II's songs live; Thompson's vocals were used as reference for Mark Hamill to use when redubbing the plant's voice.

Actresses/puppeteers Louise Gold, Leslie Carrara-Rudolph and Colleen Smith make onscreen cameos: Gold plays an old lady begging for money, Carrara-Rudolph appears as a dental patient, and Smith as the first shopper to barge into the supermarket to buy an Audrey II. All three also worked as Audrey II puppeteers, with Gold going uncredited.

Roger Corman, who directed the original Little Shop of Horrors film in 1960, makes an appearance as a businessman holding a contract near the end of "The Meek Shall Inherit" number. Jonathan Haze and Jackie Joseph, who played Seymour and Audrey in said film, make cameos as uptown people who appear during the "Skid Row (Downtown)" number.

The manner in which Audrey II is designed, operated and voiced contains shout-outs to the original Roger Corman film, the stage version, and the 1986 musical film. Audrey II's design combines elements of the 1982 off-Broadway and 2003 Broadway puppet designs, both created by Martin P. Robinson, who also performed the plant in those shows and this film. From the scene where we're introduced to the plant to the moment in "Feed Me" when it asks Seymour if he believes his newfound success is a coincidence, Audrey II is operated as though it were a hinged prop, just like in the original Roger Corman film. It's only when Seymour dismisses the plant as an inanimate object, and it aggressively proves otherwise, that Audrey II is revealed to be an intricate puppet, similar to the 1986 film, but operated similarly to Marty Robinson's original stage puppets. When the plant begins to talk and demand to be fed, voice actor Mark Hamill initially does his best impression of Charles B. Griffith's voice for Audrey Jr. from the original Roger Corman film. When it starts singing and promising Seymour lots of riches, Hamill changes to a voice closer to his own (that deepens as the plant continues growing). Throughout the film, Hamill's voice combines the Audrey Jr. impression, his iconic Joker voice, an emulation of Levi Stubbs' voice for Audrey II, and other inspirations like Wolfman Jack, Dr. John, and Tom Waits; then his Mr. Salacia voice (sans accent) when the plant becomes too big for the shop, before eventually using his Megatronus voice (complete with reverb effects) when it's at its largest size.

Ten Audrey IIs, all of varying sizes, were created for the film by puppet builders and technicians from Jim Henson's Creature Shop, based on original stage puppet designs by Martin P. Robinson, who supervised the puppet design and fabrication process for this film.
 * The first, and smallest, plant is essentially an immobile prop, standing as tall as a teacup. This plant can be picked up and carried around with ease, and basically functions as an actual small plant.
 * The second plant, built in the same size as the first plant, is operated when on a table or flat surface by simply opening and closing its mouth on a hinge; this is the only form of movement on Audrey II so far, not even being able to talk yet. This version of Audrey II was seen during "Grow for Me", controlled by only one puppeteer; in this case, Martin P. Robinson.
 * The third plant is also a prop, as tall as a fully grown flower, with its trap moved by controlling a tiny joystick hidden inside its pot; this Audrey II is also built with a tongue that is operated by radio control (something that all subsequent Audrey II puppets in this film will include), and two small pairs of vines at the front and back of the plant. This plant is seen during the WSKID radio interview scene, operated in said scene by Anthony Asbury, who moves the mouth, and a second puppeteer controlling the tongue.
 * The fourth plant, seen at the start of the "Feed Me" scene, is another prop, built the size of a rocking chair, this time using a modified car pedal to control its trap. Again, two people are needed to move this version of Audrey II; one operating the mouth (though the mouth movement is in no way synced to Mark Hamill's performance) and one controlling the tongue. Starting with this puppet, Audrey II is now able to talk and sing. The mouth movement on this Audrey II is random and not at all in sync with its voice; oftentimes, whole lines of dialogue are spoken while the plant's mouth remains opened or closed.
 * The fifth plant, first seen when it shouts, "Does this look inanimate to you, punk?!" during "Feed Me", is the first puppet of Audrey II seen in the film, built the same size as plant #4; to control it, Karen Prell sits inside the plant's pot, where she inserts her whole upper body into Audrey II's head and (much more precisely) lip-syncs the puppet's flexible mouth (which can pull off Kermit the Frog-esque mouth scrunches) with her right hand, while 11 other puppeteers control its vines, leaves, tendrils, and tongue with rods and RC control units. Starting with this puppet, Audrey II's head can now rotate a full 360 degrees; it can stretch out its head and neck to get closer to someone, and pull itself back in; it can extend, retract, and flick its tongue; its vines are able to pick up objects lift a person off the ground; and its mouth has a hidden hole in the back, so anything the plant eats can "disappear" in the plant. Also, Audrey II now gains the ability to push its pot closer to wherever it wants to be (initially with much struggle), as demonstrated when Seymour leaves a tied-up sack filled with the dismembered, blood-soaked body of Orin Scrivello at the doorstep of Mr. Mushnik's florist shop before fleeing in terror, and the annoyed Audrey II has to reach the sack, untie it, push itself back to the spot where it originally was, grab Orin's remains from the sack, and eat them all by itself.
 * The sixth plant, used during "Suppertime", is operated by 40 puppeteers; David Rudman, who sits on its pot in a sitting position, and inserts his whole body into its head, putting his hands close together and moving them simultaneously to move the mouth, and the other performers controlling its other parts, including its leaves, which can now work like human hands. This version of Audrey II stands as tall as a doorway and is the first to be capable of eating a person whole.
 * The seventh plant is seen after "The Meek Shall Inherit". This Audrey II, which now barely fits inside the shop set, is performed by 90 puppeteers; Joey Mazzarino, who stands on top of the pot and leans forward inside the plant costume, controlling its head and mouth by inserting his arms into holes inside the puppet, and pulling and pushing his arms together; and the rest controlling its vines, which can now come together to form humanlike hands (operated via cable controls connected to the puppeteers' fingers), protract to unlimited distances, and break through barriers (i.e. brick walls); leaves, which are now controlled by the arms of puppeteers who carefully hide behind the plant; tongue, and tendrils, all of which are still radio-controlled. Audrey II's "forehead" can also contort to give off a "death glare" expression, the corners of the plant's mouth are now mechanized so it can smile or frown on camera, as are its "lips", allowing it to bare its teeth (both mechanisms are moved by up to three operators), the plant's upper lip can now jerk upwards when it has to sniff, and its voice is now powerful enough to cause a brief earthquake whenever it yells very loudly. It's also at this stage where Audrey II reveals its hypnotic powers, carried over (and levelled up) from the original Roger Corman film; it uses them on Audrey, through telepathic communication, to lure her into the shop.
 * The eighth plant, from most of the "Suppertime" reprise, is the biggest prop plant, controlled by pulling a large lever to move the jaw; it was built the same size as plant #7, with three performers needed to control it; one moving the trap, one operating the tongue, and one moving a single vine with which to gesture to Audrey. Like the fourth plant, the mouth movement on Audrey II does not sync with the dialogue being spoken, with the plant's lines being spoken while the mouth is kept open or closed.
 * The ninth plant comes during the climax, now requiring a team of 200 puppeteers. By now, Audrey II has consumed so much blood that much of it sprays out of its mouth with every word it says. Besides being both bulletproof and fireproof, the plant can now sprout a seemingly unlimited number of smaller, equally sentient pods (each with their own radio-controlled, protractible/retractable tongue, and movable vines and tendrils) and has roots strong enough to destroy its pot from inside, and which allow the plant to move on its own accord (with a sense of weight and menace behind its movement similar to that of a T-rex), and break out of Mr. Mushnik's florist shop with ease, in pursuit of its prey. The small Audrey II buds themselves have abilities of their own: they can break through barriers (i.e. glass windows) with enough force, their teeth are sharp and powerful enough to bite off a body part, their vines and tendrils are able to choke a person to death, and they can protract to seemingly unlimited distances (and retract again). The head of this Audrey II is now big enough for a whole human to stretch and move around inside; puppeteer Kevin Clash moves his arms and whole body to control the mouth. The head is attached to a sturdy pulley system connected from the top of the puppet to a crane operated high above the roof, which can be maneuvered should the plant be required to lower or raise its head. The head and neck of the plant are lifted off the ground by a giant counterweight system set up behind the plant, with three puppeteers pressing down on weight bars to move the plant up and down. The additional performers control its vines, "hands", leaves, tendrils, roots, and tongue; the tongues, vines, and tendrils of its offspring, or just to support the puppet's massive weight. This Audrey II puppet was so tall that a large hole had to be cut in the roof of the Warner Bros. soundstage so the puppet could fit and move around, and so difficult to manipulate that in order for the puppet to move more smoothly on camera, the framerate for the scene was slowed to 14 frames per second, forcing Ben Platt to act onscreen in slow-motion, which was sped up to 24 frames per second in post-production.
 * The tenth, and largest, plant was built for the "Don't Feed the Plants" finale number; three puppets of this plant were used together in each shot to illustrate the concept of a large army of Audrey II plants eating people taking over the world. Each plant receives considerable upgrades in their abilities: their tongues now have limitless protraction and can act like a grappling hook when grabbing and eating people; they can break through barriers using only their heads; they can grow an unlimited number of vines; their leaves can now grab people and pull them into the plants' mouths; and their roots are now strong enough to flatten an army tank. In order to fully operate the massive plants, over 1,500 puppeteers (including people from the Creature Shop's animatronics and fabrication departments), all led by Martin P. Robinson, were needed altogether, over 500 people for each plant. When fully hoisted, each plant stood at 140 feet, taller than the Warner Bros. water tower. The plants were so tall that the entire sequence was filmed outdoors, and so heavy that the cranes and counterweight systems required to move the puppets' heads, which are now so big that five people have to move the mouth in sync with each other from inside, had to be reinforced so they wouldn't topple over. These plants were operated in several different ways; its lips were controlled by five puppeteers working mechanical hand controls, or "waldos"; its roots were played by puppeteers in full specialized suits hooked up to harnesses inside the puppet, who crawled, walked on their haunches, or moved around on large dollies to manually move the whole plant; its tongue was controlled by two performers moving around giant levers, one moving the tongue around and the other moving the tip of the tongue up and down; and its vines, petals and tendrils were controlled by various puppeteers with rods, live arms, radio-control units, cable controls, robotic arms worn on the puppeteers' arms, modified console controllers, and modified bicycle hand brakes; on-screen operators were digitally removed in post-production. For scenes where the vines of the plants are shown grabbing people and dragging them away, additional performers used rods, RC controls and robotic arms to move them from just off-camera. For these puppets to move smoothly, the framerate was dropped to 10 frames per second, which, again, was later sped up to 24 frames per second.

Though practical effects were mostly used for the film, using the plant puppetry, red paint splattering all over the dentist's office for blood, paint-stained pieces of an Orin dummy when he is fed to the plant, a Mushnik dummy and fake blood for the end of the "Suppertime" number when he gets his head bitten off, and a prop gun when Seymour tries to kill himself, there were some effects that involved CGI. These included digital editing to erase on-screen puppeteers and rods, CGI fire from the flamethrower (so the puppet would not suffer any real damage), and the end shot of Earth blowing up.