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 Ellen Greene, Jack Black, Bill Hader, Neil Patrick Harris, Ryan Reynolds, Adam Sandler, and others.

Like other adaptations of the story, the film follows Seymour Krelborn (Platt), a passive, nerdy man working for a florist shop on the filthy town of Skid Row, owned by Mr. Mushnik (Simmons), who discovers a strange flytrap-like plant lovingly dubbed "Audrey II". It soon becomes the main attraction on Skid Row, bringing Seymour fame, fortune, and everything one could wish for. 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 crush (and the plant's namesake), Audrey (Cameron), 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 Audrey II 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 Ben Platt and Mark Hamill; "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 chops up 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"), and Seymour omits "...and so am I!" when referring to Audrey II as a monster during the climax. 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.

Little Shop of Horrors 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 credits also include a dedication for Howard Ashman.

Little Shop of Horrors was filmed on a $280 million budget 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, also rated R 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 much 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.
 * Audrey II's laugh after Seymour pulls Audrey out of its mouth is different.
 * After Audrey dies, the gun Seymour uses to try to kill himself fires a harmless blank rather than jamming.
 * Patrick Martin is portrayed by Woody Harrelson instead of Adam Sandler.
 * 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 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 massive plants required 2,423 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), claiming that it is the result of crossbreeding (experimenting with a flytrap and a butterwort), 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, after getting the man to promise not to tell Mr. Mushnik (who had left before the customer arrived), reveals ("Da-Doo") that, about a month ago, he was walking by a florist shop run by a Chinese man, when a total 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 dandelion as he exits the store for $100, eventually paying Mr. Mushnik the money to buy four of them, since dandelions 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 the shop, Seymour watches Mushnik's consumption with a deathly glare on his face.

It's not long after that 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"). Seymour is met with offers from a network executive at NBC, the wife of the editor of Life Magazine, and a man in charge of booking lecture tours, all revolving around Audrey II. 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. Mr. Martin is 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 (actually a creature from outer space) 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 REBECCA JAY MORGAN BRONK LUTZ DANA MORGAN LAINIE PAHOS MISTY ROSAS SPENCER ALEXANDER THOMAS MICHAEL JAMES WAITMAN

DANIEL WILLCOX BROWN MARK FICHERA MEEGAN E. GODFREY CODY LAUDAN SAMANTHA J. McDONALD TERRY NOTARY CHRISTOPHER ANTHONY PALERMO JORDAN SALMON LINDA "TWILDA" TREADWAY-DILLMON THOMAS PATRICK RYAN WATSON SHELBY WULFERT

J. ANTHONY CZUMALOWSKI BRYAN FORREST DARIN HICKS CHERYL LEWIS ADAIR MORAN KYLE PACEK TORI PRATT BRIAN SIMPSON EMILY TUNG DANA MICHAEL WOODS

Audrey II Principal Puppeteers MARTIN P. ROBINSON DAVID RUDMAN

NOEL MacNEAL PETER LINZ

PAM ARCIERO CHERYL BLAYLOCK JULIANNE BUESCHER STEPHANIE D'ABRUZZO JOHN KENNEDY TIM LAGASSE JIM MARTIN ALISON MORK MICHELAN SISTI

ANTHONY ASBURY JOSEPH MAZZARINO

BILL BARRETTA ERIC JACOBSON

JENNIFER BARNHART RICKEY BOYD KEVIN CARLSON RYAN DILLON DONNA KIMBALL BRUCE LANOIL DREW MASSEY JAMES MURRAY JOHN TARTAGLIA VICTOR YERRID

KAREN PRELL KEVIN CLASH

MATT VOGEL TYLER BUNCH

TIM BLANEY LISA BUCKLEY LESLIE CARRARA-RUDOLPH ALICE DINNEAN JIM KROUPA RICK LYON PAUL McGINNIS CARMEN OSBAHR ALLAN TRAUTMAN

UncreditedDAVID BARCLAY MIKE QUINN

WARRICK BROWNLOW-PIKE GORD ROBERTSON

LOUISE GOLD TIM ROSE

Additional Plant Puppeteers AFSANEH AAYANI ALEXANDRA ABNEY STEVE ABRAMS MATT ACHESON JAMIE AGNELLO LUCY AIKEN ZAN ALDA PAIGE ALENA CAROLYN A'LISE MILES ALLEN JESSE MICHAEL ALLISON MANDY AMANO MICHAEL AMENDOLA KATAYOUN AMIR-ASLANI CHRISTON ANDELL PACKY ANDERSON ADRIANA AQUINO ANDIN ARIANA ANDRETTA CHRIS ANGAROLA JULIE ANN ANTTI MARIAN GREENBERG ARPEL CONNOR ASHER KEVIN AUGUSTINE VALERIA A. AVINA AFI AYANNA MAXWELL BABCOCK GRANT BACIOCCO RACHEL BAILEY CANDAN SEDA BALABAN JOSH BALL KRISTY BALTEZORE VANCE JULIAN BARBER BILLY BARKHURST DANIEL KEITH BARONE LONA BARTLETT LAWRENCE BASGALL ERWIN JAKE BAYAN DAVID M. BEACH AMANDA L. BECKER JESSICA LYNNE BECKER SARAH ELIZABETH BEDARD JOHNNY BEIRNE ELLIE J. BELL KAITLIN BELLAMY NOAH BENDER JUSTIN BENNETT PENNY BENSON TODD BERKICH KENNETH MARK BERMAN JOSH BERNASKI JOSEPH P. BERTÓT TAYLOR BIBAT EMMI BILLS MATT BINGEL KIRK BIXBY RODRICK BLACKMAN ARIEL KAYLA BLACKWOOD KEEFER C. BLAKESLEE KEITH FRANCIS BLANEY CHRIS BLEM ALLYSON BOATE SHEY MIRANDA BOGUMIL MARY BOLT JEANETTE BONNER AMBER BOONE SHARON MURPHY BOSKI CHRISTINA BOTTLEY ADAM BOURQUE CAMPBELL BOVAIRD DENNIS BOWMAN JORDAN C. BOYD KELSEY ANN BRADY BROOKS BRASELMAN TYLER BREMER LUTE RAMBLIN BREUER LINDSEY "Z." BRIGGS VICTORIA BRITT VINCENT BROELMANN BEAU BROWN VICTORIA LEIGH BROWN JORDAN BROWNLEE LEANNE BRUNN TIMOTHY BRYANT SERENA L. BUCHAN JESSICA BULZACCHELLI GEAKH BURCHILL ROSALIE BURKE JORDAN KAI BURNETT KIRA BURRI LESLIE BURTON VAUGHN M. BUTLER CHARMIEN BYRD CECILIA CACKLEY KATHARINE CALABRESE WILL CALLAHAN AMINA CAMILLE CAYLA JOY CAMPBELL MELVIN CAMPBELL ANDREW A. CANO LUCY CARAPETYAN JESSICA HONOR CARLETON LARA CARLING LAUREN VAUGHN CARLSON AMY CARRIGAN KAYLYN VICTORIA CARTER JULIA CASSANDRA CHELSEA ALEXIS CASTRO DANIEL CAULKINS JULIE CELANO ARLEE CHADWICK ANDRE C. CHAN CHRIS CHAPPELL KRISTIN CHARNEY CHIH-JOU CHENG CHARLES CHIODO AARON CHOI CAT CIMINO DEANNA CIPOLLA BRIAN CLARK LAURA KAY CLARK CEILI CLEMENS ANDY CLINTON ALEX CODY ISABELLA KARINA COELHO ERICA ROSE COHEN SPENCER COHEN WILL COLE CODY COLLIER ANDREW COLPITTS MASON X. CONRAD CAMILLE COOPER JONATHAN COOPER FRANKIE CORDERO JEFFREY CORREIA AUSTIN MICHAEL COSTELLO SEAN COUGHLIN DAVID COUTER EDWARD R. COX BRETT CRANDALL MADISON J. CRIPPS MICHELLE CROLL CRAIG CRUMPTON RACHEL MANTELL CUNNINGHAM KATIE CURRI KEVIN CUTLER CAROLE SIMMS D'AGOSTINO MINI DALLISON AZUSA "SHESHE" DANCE MATT DANIEL SARAH DANIELS A.J. DANNA ELIZABETH A. DAPO ERIK DAUGHTERMANN OLIVER SAM DAVIDS DORIEN DAVIES DESTINY DAVIS HELEN DAY ALEXANDRA ROSE DeANGELIS BROOKE DeBETTIGNIES LOUISA DeBUTTS PAXTON DeFOREST JOSEPH DELGUSTE JODY DeMARCO TOM DeMICHELE AUDREY DENSMORE JASON DERNAY ELLEN MARGARET DESITTER MARLINA DEVERY BILL DIAMOND STEPHANIE DIAZ GIAN RAFFAELE DiCOSTANZO JONAH DILL-D'ASCOLI STEVEN DIRCKZE KYMBER DODD CLARE DOLAN ALEX DOMINI DAISY DONOHUE CHARLOTTE ANNE DORE ROSA DOUGLAS-ELLING RICKY DOWNES THEO DUCLO BONNIE DUNCAN MANNY DUNN BEN DUROCHER VINNIE DUYCK NOREEN EDDY NATHAN NOLEN EDWARDS SARAH EISMANN NAMEER EL-KADI MATTHEW ELLIOTT EMMANUEL ELPENORD NICOLE ERB MINDY ESCOBAR-LEANSE MAYA IMANI ESTEPHANOS CHANTEL EUBANKS ZANE EXACTLY MARY FABER BRIAN FALDUTO MICHAELA FARRELL TODD FAULKNER JULIA FEINBERG YAREMIS FELIX JOANNA FERBRACHE ROBERTO FERREIRA NICK FETHERSTON SHYKIA FIELDS ALEXANDRA FINGER MARCUS FIORAVANTE QUINCEE FISCO MARGOT MARIE FITZSIMMONS CARMEN RUBY FLOYD ERIN KATHLEEN FLYNN ALLIE FOGEL HOBEY FORD KASEY FOSTER THOMAS FOUNTAIN GEORGE FRANGIDES BRADLEY FREEMAN, JR. STEVEN J. FREITAS ALEXANDRA "LEXY" FRIDELL ROBIN FROHARDT ALEX FURGESON ALAN M. GABAY MARK GALE FRANKIE GALLUCCI LILLIEANA GAMSO-CWALINSKI ALEX ANTHONY GARCIA LEANA GARDELLA ROBERT GARDNER KENDRA GARNETT PANDORA ANDREA GASTELUM SERGIO GAVIDIA GRETA MAE GEISER JON GENNARI AMANDA GERACI ALICIA GERSTEIN RONI GEVA BRANDON GIBSON ONALEA GILBERTSON JENNY GILLETT NOAH GINEX STEPHEN GIORDANO TIM GIUGNI AUDREY GNIECH JAMES GODWIN SAM JAY GOLD JANELLE GOOD BELLE GOODMAN JARED GOODWIN SARAH GOONE BARRY GORDEMER STACEY GORDON JULIETA GOZALO-MICHAUD JACOB GRAHAM KALINDA GRAY KENDYL GRBAC EMMI GREEN TERRELL MELVIN GREEN MICHAEL GREENLAKE ADMIREL GREY ANGELA GRISWOLD COLDIN GRUNDMEYER CHRIS GUERRA ABBY GUMPPER JERIC GUTIERREZ OLIVIA de GUZMAN HEIDI HACKNEY TARA HAIGHT DEVON HALES BROOKE REBECCA HALL PABLO HAMLIN MARIANNE HAMMOCK JOSHUA HAN KATHERINE HANNAFORD FORREST HARDING IAN JAMES HARKINS MARCIA FAITH HARPER AIDAN HART ARYIEL HARTMAN ANTHONY MICHAEL HARVEY LANGSTON HATCH AMANDA LEE HAWKINS DANNY HAYWARD CHRIS HEADY TIMOTHY JOSEPH HEARL MELISSA HEIMAN GARRETT LEE HENDRICKS ERIC HENRY LUIS R. HERNANDEZ STEPHEN HERSHEY KERRIGAN HIGHTOWER JASON HINES EMILY HINKLER ALLISON HIROTO SARAH HO ANDREA HOCHKEPPEL LEAH HOFMANN HALEY HOLCOMB ALAINA HOLEMAN STEVEN M. HOLLOW DANI HOLWAY MONTANA LAMPERT HOOVER JASON HORNE SUSAN HOROWITZ NATHAN HOTY LORNA HOWLEY ANNA NANETTE HUDSON AMALISHA HuECK ABBY HUFF KRISTI HUGHES RACHEL HUMPHREY ALISSA HUNNICUTT SETH HUNTER DAVID BROWN HUTCHMAN AYA IBARAKI MORGANA IGNIS MICHAEL JOHN IMPROTA MELISSA ITALIANO SUSAN J. JACKS JONAH M. JACKSON TERRI HARDIN JACKSON TYLER "T.J." JACOBS DOROTHY JAMES MATTHEW MICHAEL JANISSE AMANDA JAROS JOHN JENNINGS CASSI JERKINS CALEB JINGO JAN JOHNS CARL J. JOHNSON JASON JAMES JOHNSON MATTHEW LEWIS JOHNSON VICTORIA JOHNSON AVERY LEE JONES BRODRICK JONES PRESTON JONES TONY JONICK KATHARINE JORDAN CORMAC JOYCE RACHAEL JOYCE STEPHEN C. KALLAS JUEUN KANG KELVIN KAO DAVID KARLE KATE KATZ BETHANY KAY RYAN KEARTON SAM KEBEDE DAMON KEITH MELANIE KELLER COLLEEN KELLY KEITH KELLY JAMES KEMP CANDRA KENNEDY RACHNA KHATAU MINHDZUY KHORAMI KEVIN KIDNEY RONALD KIESER KATHLEEN KIM ANTONIO KING SPENCER KINGSLEY JULIA KLAVANS LIZZIE KLEMM ADRIANNE BLYTHE KNAPP TOM KNIGHT MARC KOHLER JOHNATHAN KOLLER DIANE KORDAS JOE KOVACS SELAH KREEGER ADAM KREUTINGER ADAM KROLOFF REBEKAH KRUMENACKER ROBBI HALL KUMALO ANTHONY LABRIOLA BROOKE LACY MAGGIE LAKIS CHERALYN L. LAMBETH CATHERINE LANDETA WILLIAM LANDSMAN REBEKAH LANE GREGG VAN LANINGHAM ROB LAQUI JASON EDWARD LARAMEE ANIKA LARSEN HELEN LASER RACHEL LAURIA MATTHEW LAVIN VITO LEANZA JANÉT VINCENT LEE TOM LEE MARISHA LEGAN-JOHNSON HOPE LEIGH MARSIAN De LELLIS GRETCHEN VAN LENTE HEATHER LEONARDI JUDITH LESSER LIBBY LETLOW HANNAH CLARKE LEVINE CHERYL LEWIS PARKER FORREST LEWIS LYNNETTE LI JESSICA LIEBERMAN JOSEPH LIGUORI SAM LINDA ELLIOTT LITHERLAND SAMANTHA "SAM" LITTLEFORD DAMIAN LAMAR LOCKHART ANGELA ROSE LONGO JUSTIN PATRICK LOPEZ RACHAEL LORD ROB A. LOTT HAZEL LOZANO CHRISTOPHER LUECK RACHANEE LUMAYNO DEREK LUX MOIRA LAEL MacDONALD MARTA MOZELLE MacROSTIE JACKIE MADEJSKI BRIDGET MAHONEY BRENDAN MALAFRONTE STEFANIE MALOUF MAEGAN MANDARINO ROBERT MANION NICHOLAS MANNA PATRICK MANWAY NOAH MARCUS CAITI BRIANNE MARLOWE AMBER HURST MARTIN JONATHAN DAVID MARTIN BRYAN MARTÍNEZ JOSÉ MARTINEZ-CHAVARRIA ROBIN G. MARTON SARAH ALLISON MASS MADDY MATHIAS DUSTIN WILLIAM MAXWELL ALEX MAY MADISON MAYER CHRISTINA TANG MAYO NATE McCLURE DREW McCORD MARK ADAM McCRACKEN SAMANTHA McDANEL NICOLA ROSE McELDOWNEY KATHRYN SMITH McGLYNN AUDREY RAE McHALE COURTNEY ANNE McLAREN MOLLY McMAHON SHAUN MICHAEL McNAMARA CALLI McRAE ANNA MEDLEY RANDA MEIERHENRY PEEJ MELE TY MENARD KEVIN MENEGUS JANET METZGER NATALIE MICHAELS BECCA MIGHELL CAROLYN ANNE MILLER MEGHAN SUZON MILLER CAROLINA MIRANDA JENNY LEE MITCHELL ZACHARY D. MITCHELL JAMIE MOLINA LISA ELENA MONDA JASON MONDINE ASHLEY MONIZ KRISTELLE MONTERROSA IVY MOODY CEDAR J. MOORE KASEY MOORHOUSE NICOLE MORAN MICHAEL WILSON MORGAN JAMES CHRISTIAN MORRIS KOBE NIJAL MORRISON MICHAEL MOTKOWSKI TERREN MUELLER PAUL LOUIS MULLER ALASTAIR JAMES MURDEN MARCELLA MURRAY MARY HILDEBRAND NAGLER RUSSELL NAUMAN SAFI NAZZAL KEVIN NECCIAI SARAH JANE NELSON KELLY NESHEIM JOE NEWMAN-GETZLER MANDY ROSE NICHØLS KAITLIN NIEWOEHNER JOSH RHETT NOBLE NICK NORDELLA SHERRY NORTON-WILLIAMS ERIC NOVAK LIZ OAKLEY SEAN MICHAEL O'BRIEN KATHERINE "KAT" O'CONNOR MICHAEL O'GRADY ADAM OHL LEAH N. OLBRICH ANDREW WAYNE OLSEN SUMMER OLSSON BRETT O'QUINN ERIN K. ORR MAXIMINO B. "MAX" ORTIZ, JR. CALVIN OSORIO SARA OUTING ANNEY FRESH OZAR TOMMY PAGE ZOE ROSE PALLADINO TINA MUÑOZ PANDYA STELLA PAPPAS MATTHEW SCOTT "MATTIE" PARKER CAMPBELL PATE BROOKE PATERNOSTRO KATHERINE PAULSEN DELANEY PAYNE MEGAN PIPHUS PEACE JILANE PEDERSEN AIDAA PEERZADA ARAN de la PEÑA SHAWNA PEÑA-DOWNING KERVIN PERALTA RENEE PERRI ANNIE PETERLE JORDAN PETERSON FERGIE L. PHILIPPE NICK PIACENTE JANINE PIBAL CAGE PIERRE SCOTT PILARSKI FELIX PIRE KEVIN PITTMAN CAROLYN PLURAD AIDEN JAMES POLING JAY POLLACK REBECCA PONTICELLO WILL POOST RICHIE PORTELA CHRISTOPHER THOMAS POW ELI PRESSER KANE ANTHONY PRESTENBACK ZACHARY PRINCE DAVID PRIVETT SARAH PROVOST ANTHONY PYATT DEREK QUESADA MARK J. QUILES CATRINA QUINTANILLA SOFIA NICOLET RAHANIOTIS JARED RAMIREZ JENNIFER RATHSACK RACHEL REDLEAF AMBER REEDER-VEGA PATRICK REGNER RYAN REINIKE JILL REMEZ JED RESNICK CONNOR THOMAS RHOADES CORY RIBACK TARA RICASA MELISSA RICE BLAKE RICHARDSON MAYA RICHARDSON KAITLYN BESS RIEL TARRA McGOWAN RIGGS GRACIE RITTENBERG SAMMY RIVAS MARIA "LUPITA" ROA AARON ROBERGE COLLEEN ROBERTS JONAH R. ROBINSON ZACH ROBINSON NICOLE SABRINA ROCA ELLIE RODDY CHRISTINA RODRIGUEZ JASON ROGEL JENNY ROMAINE ARTHUR ROMEO MISTY ROSAS GRIFFIN ROSE LEONARD W. ROSE BETSY ROSEN BRANDON ROSS ROBERTO ROSSI CORY ROUSE PRESLEY ROSE ROY TAMAR LAUREN RUBIN CARLA RUDY SARAH RUGGLES BOB RUMBA JASON RUSH JULIA RUTH JONATHON RYAN CLAYTON SACKETT SHANE SALK CHRISTOPHER SANDERS NICOLETTE SANTINO LUKE SARACOGLU MICHAEL JOSEPH SARE MICHAEL SAUBERT, JR. DEVON SAVAGE CAROLYN SAVOIA MICHAEL SCANLAN LIZ SCHACHTERLE RACHEL SCHAPIRA CHRISTINE SCHISANO VIRGINIA SCHNEIDER BENJAMIN SCHRADER KELLEN SCHULT SAMANTHA SCHUTTE JESSICA SCOTT ZACHARY SCRUGGS WES SEALS AMY SEGAL ABBY SEIM DANIEL SELON PARKER SERA PAM SEVERNS SETH SHAFFER RACHEL WICKHAM SHANE JULEEN MURRAY SHAW YINAN SHENTU STEVE SHERMAN EDDIE SHIELDS DAVID SHIH CHAD ETHAN SHOHET MATTHEW SIDES JAMES SILSON DAVID SILVA JESSICA SIMON HEATHER SIMSAY JEN SINNEN CHRISTINA SIVRICH ELIZABETH "BETH" SLADE NEVA SMALL CAITLIN W. SMITH ERIN LEE SMITH KATE MARIE SMITH OMRAE SMITH LAURA YUMI SNELL SHELBY ARIANA SNYDER JAIME SORIA CHRISTOPHER SOUCY HANNAH M. SPAULDING JEFFREY SPEETJENS NICOLE SPRAGUE KATELYNN KENNEDY STAGGS JASON STANLEY MICHAEL J. STARK JOHN STATON JR. JON STEIGER DAVID STEPHENS SPENCER STEVENS LILI STEVENSON SARAH STILES KRISTIN STOKES ANDY STONE NAOMI YVONNE STONER IMARI STOUT SAVANNAH BAY STRANDIN SAMANTHA STREICH RYNE STROM LISA AIMEE STURZ MYRA SU MARK SUSSMAN WILLIAM A. SUTTON SAMUEL WEST SWANSON AMY ELIZABETH SWEENEY ERIC SWEETMAN TAYLOR SWILLEY EMILY SZAJNUK CONOR TAGUE ALLIE TAMBURELLO DAVID ANDREW TAYLOR SCOTT TAYLOR-COLE R.J. TEMPLE JAX TERRY CHERYL TEXIERA CALEB THOMAS KATE THOMAS AUSTIN THOMPSON STEPHEN JOSHUA THOMPSON WENDY GOODMAN THUM CAMERON LUCIEN TINO MOIRA TODD BRIAN TORBECK DREW TORKELSON PATRICK STEVEN TOTH PATRICK TREADWAY CAMILLE TRINKA PHILIP JOHN TROSSARELLO, JR. ANDY TRUSCHINSKI SETH A. TUCKER HEIDI TUNGSETH BROOKE Q. TURNER TUXFORD TURNER TAYLOR TYRRELL KARL SKYLER URBAN MAITE UZAL RALPH VALENCIA, JR. MICHAEL "MIKEY" VALLADARES CHERI LYNNE VANDENHEUVEL VERA VANGUARD ALEKSANDER VARADIAN GREDIVEL VASQUEZ NIKO VELAZQUEZ PAM VELTRI MICHAEL T. VERDI EMILY VETSCH AMALE VIDAS AMANDA VILLALOBOS MATTEO VILLANUEVA JORDI VISCARRI RILEY VOGEL SAMANTHA VOSMAER BRANDON C. WAGNER AUSTIN WALKER JORDI WALLEN FERGUS J. WALSH SARA C. WALSH CARA ROSE WANDELL CHELSEA LORRAINE WARGO KATHERINE "KASPER" WASHINGTON JOETTE WATERS JOHANNA WATTS JENNY WEAVER KAIEEM WEBSTER STACEY WEINGARTEN STEVEN WENDT TANYA WHEELOCK WOODY SCOTT WHITE CYNTHIA WHITMAN KATIE WHITTEMORE STEVEN WIDERMAN ROB ALLEN WIGHT DAN WILEY LISA NICOLE WILKERSON CHRISTOPHER WILLIAMS ERIC R. WILLIAMS JOYCE NOEL WILLIAMS MEGHAN M. WILLIAMS SABRA WILLIAMS ANDREW WILSON MARK BRYAN WILSON TOBIE L. WINDHAM ASHLEY WINKFIELD EMMA WISEMAN AVA WOLESKY SPENCER WOLFE JULIA WOODS-ROBINSON CHASE WOOLNER KEATON WREN GRETCHEN WYLDER BRITTANEY TALBOT WYSZYNSKI SARAH YARBOROUGH MATT "LUCKY" YATES HALLIE YORK WESTON YOUNG TEDDY YUDAIN BETSY ZAJKO MICHELLE ZAMORA KAT ZHENG LIANE "LU" ZIELINSKI KATE ZULAUF

EMILY ABELES PETER ABRAHAMSON BRAD ABRELL SIENNA ACZON N.J. AGWUNA MECCA AKBAR SUZY ALDEN BRIAN ALEXANDER EMMA SEARLES ALLEN TRISTAN ALLEN DEMETRIO ALOMAR BRETT AMBLER NEHPRII AMENII MONICA AMMERMAN LAUREL ANDERSEN RICO E. ANDERSON RAUL ANDRES KOLT ANDREW JOE ANNABI JULLIEN APONTE ELISE ARSENAULT SARAH MORGAN ASHEY SAVANNA AUSDEMORE BRODY AWALT BECCA AYERS DANNY BACHER BETSY BAER NICOLE BAKER RACHAEL BALCANOFF DANIEL T. BALLARD ALEX BANKIER LAURA BARBERA TIM BARNES MARK A. BARRETT ALEXANDRA BARTLEY NATALIE BATTISTONE TERESA ANN VIRGINIA BAYER TRENTON BEAN DANIEL ELI BECKER JONATHAN KIPP BECKER THOMAS BEEBE CHLOÉ BELL JOHN BELL SALVADOR DAVID BENAVIDES EVAN BENJAMIN NATHALIE AUTUMN BENNETT BONNI BENTON BONNIE A. BERKOWITZ OLIVIA JANE BERNÁBE MATTHEW G. BERNIER CRYSTAL BETH RACHAEL BIEHLER ZACK BINDER CAROL BINION DAVID BIZZARO JESSA BLACKTHORNE STEPHANIE BLAIN CATHERINE MAEVE LOGAN BLANAR CAMERON DEAN BLANKENSHIP PHILOMENA BLOCK MARY BOATMAN NICOLETTE ROSE BOILLOTAT MATT BOLTE ERIN BONURA MEREDITH BORING JOE BOSTICK PHOEBE BOTTOMS TORI BOUTIN KENDALL BOWDEN GWEN BOWMAN SAM BRACKLEY MATTHEW J. BRADY SARAH BETHANY BRAUN MOLLY BRENNAN BRIANNA BRICE AMANDA BRISKIN-WALLACE ALIZA BRODER MATTHEW BROOKS CONNAR ELIZABETH BROWN ZACHARY ADAM BROWN APRIL E. BRUCKER HARRISON BRYAN DANIELLE BRYN BENNY BUETTNER LILLIAN BUONOCORE TANNER J. BURGHARDT TERRENCE BURKE ALEX BURNETTE BEN BURRIS MARILYN BUSCH ISAAC BUTTS JUSTIN MATTHEW CABANTING JACOB ANTHONY CAIN KATIE CALDERONE MICHAEL CALVONI AARON CAMPBELL JUSTIN CAMPBELL TYLER CAMPBELL JUAN CANTU ANDREA ROSE CARDONI JOE CARLETON CRYSTAL CARLISLE JONATHAN CARLUCCI BRIAN T. CARSON MEGAN M. CASEY RITA CASTAGNA R.J. CASTRO EVAN CAUSEY TONY CELLUCCI MELISSA CHAHO MICHAEL CHANN TERRANCE CHARLES BONNIE ROBIN CHARYN MERY CHEUNG EDWARD CHIODO RACHEL CHRISTIANSON DANIELLE N. CINTRON TYLER MARIE CIRULNICK CHARLES BRANDEN CLARK SHAMIRA CLARK AMANDA CLEMENT CHRIS CLYNE JOHN CODY MOLLY COFFEE JOSH COHEN TRUDI COHEN CHRIS COLEMAN ELISE COLLINS R. BRUCE CONNELLY CASEY CONVEY DANIELLE COOPER MIRANDA N. COOPER ALYSSA CORELLA DAVID COLSTON CORRIS JACQUELINE KELLEY COUGHLIN JORDAN COUGHTRY KATHLEEN COWAN TODD COYLE ALEXANDRIA CRAWFORD JOHN CRISWELL DAVID THOMAS CRONIN JACOB DANIEL CUMMINGS BRETTE-RAIA CURAH KSA CURRY ROBERT CUTLER LEO DAIGNAULT PARKER DAMM NATHAN DANFORTH KIMBERLY DANIELS ACACIA DANIELSSON EMILIE ROSE DANNO ROB D'ARC ADAM DAVID CASYE ERIN DAVIDSON BENJAMIN TAYLOR DAVIS EMILY RAINBOW DAVIS GWEN DEAN COURTNEY DEASE BARRY DeBOIS EMILY DeCOLA TESS DEGAN MAX DeLOACH CATE DeMEULE TONEY DEMPSEY CARLYLE DePRIEST KAITLIN MARIE DESCUTNER SAMI DESOCIO LAINI DEVIN EMILIO DIAZ FAITH LYNN DICCION ADAM JUSTIN DIETRICH ELIJAH DILLEHAY GABRIELLE R. DIXON LAUREN DODDS MADISON DOLCHAN KELLY DONAHUE ALLIE DOODY ZACH DORN AMBER DOW MEGGIE DOYLE ANGELA DUFFY JAMES RETTER DUNCAN HARRIETTE DUNN-FELIZ GENEVIEVE ROSE DUSKA CATHERINE MARIE DVORAK YVETTE EDERY CHELSEY LORENE EHRESMAN LYNETTE EKLUND ANNIE ELLERTSEN KATE ELLIS JULIA EMELIN JANE ERICKSEN KIMBERLY DURRETT ESPINOSA PEGGY ETRA JACKSON EVANS ANTHONY EZELL JAROD FACKNITZ MADELINE FANSLER CHRISTOPHER FAULKENBERRY SIMONE FEDERMAN DAVID MATTHEW FELDMAN DAVE FELTON MARLON FERNANDES AUSTIN HUNTER FERRIS ALEXANDRA FICKEN SYDNEY McQUEEN FIESELER DAVID FINO TREVOR FISCH EMI FISHMAN GENEVIÈVE "G." FLATI GINI FLOYD BARRETT FOA BEN FOLTS RICK FORD MAX FOSTER ASHLEY McKAY FOWLER YANNIV FRANK PAIGE FREEMAN SARAH FRENCH DAVID B. FRIEDMAN ORA FRUCHTER CHRIS FURRER STELLA GAINSFORD TYLER GALLAHER JUSTIN GALLUCCIO JOE GANDELMAN AYMEE GARCIA MICHAEL GARDINER JOSEPH GARNER CAMERON GARRITY NICK GASWIRTH BRENDAN GAWEL ALEXANDRA GELLNER ROCCO GEORGE KEITH GERCHAK LEE GERSTENHABER LEILA GHAZNAVI CRAIG EDWARD GIBSON LARRY GILLELAND LORRAINE GILMAN ANDY GION GABRIEL GIRSON JAMIE GLICKMAN DAVID GOBOFF BECCA GOEBEL JAKE GOLLIHER KELLY SUE GOOD C.B. GOODMAN MANDY GOODWIN SOPHIE YUKIMI GORAI DAVID GORDEZKY ALEXANDRA "ALI" GOSS ELIJAH DANIEL GRAGG MADISON EVE GRAHAM NANCY JEAN GRAY ADAM DAVID GREGORY LAURIE GREEN LYLE EDWARD GREENE AMBER GLYCH GREENLEE ALEX U. GRIFFIN ART GRUENEBERGER SCOTT GRYDER EMILY GUERRERO MIRON GUSSO JOSHUA GUTIERREZ LISA HAAS JOHN HAEGELE LORA DAILEY HAKANSON BEVIN BELL HALL CHRISTY HALL MEGAN HAMM MADELINE G. "MADDIE" HAMMOND SHANNON HANBURY ELIZABETH HARA AMAJAE HARDY-JONES KATHY HARMENING NANCY E. HARRIS DAVID LIEBE HART ROBERT HARTMAN LANDON HARVEY ZACHARY JAMES HAUMESSER CHRISTOPHER THOMAS HAYES ABBY HAZLETT CHRISTINA HEALEY COREY HEDY CAITLIN HEMMER ROBBIE HENKE WAYNE HENRY ASHLEIGH HERNDON JASON OLIVER HEYMANN SCOTT HILLEGAS KYLE HINES JODY HINKLEY SERRA HIRSCH SARAH D. HOCH SKYE HODGKIN CODY HOIEN EMY HOLDEN GWEN HOLLANDER-SCHRADER CATHERINE DEE HOLLY BILL HOLZNAGEL MAGGIE HORAN WILLIAM HORNE KIRE HORTON DAVID HOUTZ CHARLES HUBBELL JOSHUA DAVID HUDSON KRISTINA HUEGEL TARYN JENNIFER HUFFMAN SCOTT HUHN CAITLIN HUMPHREYS ABBEY HUNT DAN HURLIN CHRIS IANNUZZI CHRIS IGNACIO MONICA ILA ANNE MARIE INIGUEZ FRANK IVANCIC JALA JACKSON MADALEIN JACKSON JONATHAN JACOBS JASON JACOBY MEGAN JAMES JACKSON JANOWICZ DON JENKINS CHELSEA MARIE JENSEN EMILY JEWELL HOPE JOHANSEN NASH JOHNS CORY JOHNSON KEVIN JOHNSON PATRICK JOHNSON AMANDA M. JONES BRETT HENNESSEY JONES JAZZY JONES ULYSSES JONES ANNA JORDAN BLAKE JOSEPH LISA KATE JOYCE MARLEY KABIN KENNEDY KANAGAWA MIA KANG STEPHEN KAPLIN ROBERT KASH MADISON KAUFFMAN LINDSAY KAZAN WILL KEATING KYLIE KEELE TAYLOR K. KELLAR MARIA KELLEY DAN KELLY KEVIN KELLY VICKI KENDERES-EIBNER ALFIE KENO DENIZ KHATERI MANDANA "MANDY" KHOSHNEVISAN PATRICK JOHN KIERNAN ROBB KILLEN RACHEL KIMBERLIN WENDY TREMONT KING GLEN KINNAIRD KARI KLEIN LEIGH MARTHA KLINGER LAUREN KNETEMAN VERSAI KNIGHT KEVIN KOLACK ZACH KONONOV REBECCA KOSTELL MARY ROBINETTE KOWAL WAYNE KREFTING SARA JEAN KREUTZ NATALIE KROPF MATTHEW KRYGIER ERIK KUSKA NITA LACA SARAH LAFFERTY GENEVIEVE LALLY-KNUTH NICK LaMEDICA ALISON LANDONI ALI LANDVATTER SEAN LANG TESS LANNI DAKOTA LARA BILL LARKIN MARISA E. LaRUFFA AARON LATHROP ARIEL LAURYN SHERRY LAYNE NELL LEDBETTER JOSH LEE BENNETT J. LEEDS NICK LEHANE MARANATHA LEIGH DANNY LEMACHE KAYELIN LEON MONICA LERCH CALVIN MACK LESTER II JON LEVIN JONAH LEVINOWITZ JAMES LEWIS SHELBY LEWIS PAUL LIBERTI BEN LIEBERT SCOTT M. LILLY ELISE MARIE LINDENAU ALEXANDRIA MARGAUX LITRAS AME LIVINGSTON AMANDA JANE LONG DEONNA SWEET LOPER-VAN LOAN MICHAEL BECKER LOPEZ BEN JAMES LORENZ SPENCER LOTT DEVON HAWKES LUDLOW NELSON LUGO KAITLYN VICTORIA LUNARDI ANDREA LYONS LARA MacLEAN SIFISO PEARL MABENA REBECCA MAGAZINE KYLE MAHONEY RAYA MALCOLM EVAN MALTBY MELISSA MANGOLD ANDREW MANJUCK MACKENZIE MANNING TREVOR MARCH ELIANA MARIANES KAILYN MARRA ASHLEY NICOLE MARTIN REAGAN MADILYN MARTIN DOEL MARTINEZ RUDY MARTINEZ-SLATTERY MOLLY MASLAK ALYSSA MARIE MATHEWS MAX MATTOX REAY KAPLAN MAXWELL ED MAY BARBARA MAYFIELD ANDY McCAIN ROB McCLURE MAC McCORD CATHY McCULLOUGH CHRISTIAN R. McDANIEL MATTHEW ALDWIN McGEE JOHN McGOWAN JESS McKAY BEN McLEMORE RANDALL McNAIR SHANE McNEAL MORGAN MEADOWS CHRISTIANA MEEKS NIKKI MEJIA MARIETTA MELROSE DONOVAN MENDELOVITZ COURTNEY MENTZEL KAYA MEY TED MICHAELS PABLO JOSÉ MILLA DANIEL MILLER GABRIELLE MINCHELLA MEGAN MISTRETTA PAMELA MITCHELL ERIC MODYMAN CHRIS MOLLICA LUKE MONDAY SIARRA TAMIA MONG LARS MONTANARO ANDREW KYLE MONTGOMERY KIRSTY MOON LEONARD J. MOORE II ALEXANDRIA MOORMAN DANA MORGAN JOHN D. MORGENSTERN BRIAN K. MORRISON APRIL MORROW MARISA MOUREAU MUNA "MO" MUHSIN LARA JEAN MUMMERT-SULLIVAN ANDREW MURDOCK SPENCER MURRILL JENAY NAIMA OSCAR "OZ" NAVA ERIC NEAL ADRIANNA KATHRYN NEEFUS JEFF NEPPL ELISABETH NESS TINA-KIM NGUYEN ELIZABETH DANIELS NICHOLSON MATT NITCHIE SARAH NOLEN DEVON A.A. NORRIS EMMA NORVILLE JAKE NOVAK HEIKO OBERMOLLER VICKI OCEGUERA MICHAEL O'FFILL SARAH SARANG OH DILLON OHLEMILLER ZACK OLDS DAVID LLOYD OLSON PAIGE O'MALLEY CLAUDIA ORENSTEIN KATIE ORR BRANDON MICHAEL OSBORN SAMUEL SANTIAGO OTERO MICHELLE OWENS KYLE PACEK LAINIE PAHOS TAYLOR MARIE PALMA RACHEL PANTAZIS MICHAEL PARADISO NaTANIA B. PARKER ERIC PATERNIANI KAYLA MAXINE PATRICK TAYLOR PAULSON ELIANA PAYNE LUKE GERARD PEARLBERG ROB PEDINI BRIAN PELACCIO MONIKA PEÑA ROBERT PENDILLA VANESSA PEREDA-FELIX OLIVIA CHRISTINE PERRY JOSHUA PETERS IAN PETRELLA EVAN HILL PHILLIPS KRYSTLE PIAMONTE CAITLYN PICCIRILLO NOAH PIGZA MORGAN PINER SAMUEL FRANCIS PIRIE GRACE JULIA PITTS MARY POCHATKO NATALIE POLISSON STEVE POLLINO JEN PONTON CATHERINE POPKO PAOLA POUCEL TORI PRATT STEPHANIE PRESSMAN CONNOR PRICKETT MICHELLE PRINCIPI JUNE PRIVETT NATE PUPPETS A.C. QUAGLIATO DAVID QUESAL DAVID ROLAND QUINN KAITLYN ROSE RaBOCSE ANNA RAHN HAYLEY RAPHAEL JANE REAGAN ANYAE REED ELIZABETH REESE BRITTANY L. REID INGRID REKEDAL DANA REMINSKY ALLISON MARIE REYES SKYE RHODEN BEN RIBLER SEBASTIANO RICCI PAUL RICE CRAIG RICHARDSON SARAH BERMAN RICHMOND JESSI RIESE FRED C. RILEY III STEVEN RITZ-BARR MATTHEW RIVERA ALEXA L. ROBBINS ZACHARY ROBERTIN MARK ROBERTSON NOAH NEHEMIAH ROBINSON JULIO ROBLES ADAM ROCILES ABBY RODERICK RAFAEL RODRIGUEZ ETHAN ISAAC ROGERS MADISON ROMAN MAGGIE RONCK CHARLIE ROSE KRISTIE ROSE LESLIE MADELINE ROSE SAMUEL JAMES ROSENTHAL LUCAS M. ROSS MELISSA ROTH BENJAMIN ROWE EMORY ROYSTON LESLIE RUBINO HEIDI RUGG ALESSANDRA RUIZ AMY C. RUSH REBECCA LYNN RUSSELL FRED CHONG RUTHERFORD KATE CASSIDY RYAN KIRSTY SADLER KEITH SALTOJANES LIZ SANFORD SHANE SANTOS GABRIELLA SARAMAGO ANGIE SARKISYAN ANGELA SAUER DILLON NEAL SAVAGE HEATHER SAWYER JULIE DANSBY SCARBOROUGH ERICA S. SCHAEFFER MARY ANN SCHAUB STEPHANIE SCHMALZLE NICHOLAS AUSTIN SCHOMMER BRANDON SCHRAML RYAN SCHULTZ MICHAEL SCHWABE MATTHEW THOMAS SCOTT DUSTIN SCULLY BRYAN JAMES SEASTROM TOMAS MICKIEWICZ SEIDITA TYLER SEIPLE JOE SELPH EUGENE SEREGIN TOBEN SEYMOUR GAIL SHALAN KAREN SHANTZ AUTUMN ELIZA SHEFFY MACKENZIE SHERBURNE ALEXIS RENAE SHERRILL LORI ANNE SHIELDS MO SHIPLEY KEITH SHUBERT MICHAEL J. SIELAFF SCOTT SILSON LAURA NOELLE SILVA LAKE SIMONS SAMANTHA SING HALEY SISLER DAVID SKELLY LEE SLOBOTKIN ALBERT SMITH CARL NATHANIEL SMITH HANLEY SMITH MEG KILEY SMITH SHAWN W. SMITH HANNAH SNYDER ANNA SOBEL RACHEL SORSA CHRISTA SOUSA MICHELE SPEARS G. SCOTT SPENCE VANESSA SPRING-FRANK MEGGIN STAILEY THOM STANLEY SARAH STARK MEG STEFANOWICZ LAURA BETH STEIN ASHLEY NICOLE STEVENS VICTORIA MICHELLE STEVENS PETER STIELSTRA MICHELE STINE TREY STOKES CHRISTINA STONE KRISTIN STORLA MATT R. STOVER CAROLINE STRANGE AMY STRICKLAND ALEXANDER STRZEMILOWSKI JEREMY STUTES BRENTON SULLIVAN RAYMOND-KYM SUTTLE SCOTTY SWAN ADAM SWARTZ TIM SWEENEY IAN SWEETMAN BRETT SYLVIA DAVID SZEHI SOPHIA TAKLA HANSEL TAN LARA JEAN TAYLOR SARA MARIE TEAGUE APRIL TENNYSON MATTHEW TERRY JOSEPH THERRIEN DEVIN NIKKI THOMAS LAURYN MORGAN THOMAS GARRETT THOMPSON EMILY THORKILDSON ZOE GRACE TIBBS JONATHAN TISON TAYLOR TOFFLEMIRE ERIK TORBECK SCYLER TORREY ALEX McSWEENEY TOWERS LINDA "TWILDA" TREADWAY-DILLMON STEVE TROOP KATHERINE TROTT MARINA TSAPLINA AMANDA TUDOR PAUL TURBIAK KAILI Y. TURNER SAMANTHA TURRET JAY TYSON TONY URBANO QUINN TIERNEY VAIRA DUSTIN VALENTA CARIDAD del VALLE KATHY VANDEREEDT SATYA VANII KRISTYN VARIO ART GONZALEZ VEGA LEANNE VELEDNITSKY J. GREG VENEKLASEN ROBERT VESTAL AUSTIN VETTER SUZIE VIGON AMBER VILLANUEVA CASTERLINE VILLAR LIZ VITALE EDDIE VONA EMMA WADE LAUREN M. WAGNER RUSS WALKO SARAH ELIZABETH WALLIS KATIE WALSH SARAH WALSH RACHEL WANSKER APRIL WARREN TAYLOR J. WASHINGTON KRISTIN GDULA WATKINS RACHEL WAYNE JESSICA CATHERINE WEBB TORI WEDDELL BRIDGET ANGELA BURKE WEISS JIM WEST ALAN R. WHITE DANIEL WHITEHURST VANESSA WHITNEY MARK P. WHITTEN SUSAN WIDERMAN DARYL WILCHER GINA WILHELM RYAN WILKES DATHAN B. WILLIAMS GREGORY WILLIAMS KATY WILLIAMS NICOLE MONIQUE WILLIAMS ANNA WILLIFORD HANNAH LAUREN WILSON MIRANDA NOELLE WILSON LINDA WINGERTER MEG WINKLER JODI WOFFORD KEVIN WOLF FRED WOLINSKY CAMERON WOODSON BLAKE CHRISTOPHER WORRELL ERIC WRIGHT SHANNON WYNNE DUSTIN YAHNKE ANNE YATCO MICHAEL YESHION CAMERON MILES YOUNG ZEHAVA YOUNGER MIRANDA TAMEZ YUNG ERIC ZAKLUKIEWICZ EMILY ZEMBA YITONG ZHU ELIZABETH A. ZIMMERMAN JEFFREY ZWARTJES

AMERICUS ABESAMIS KEVIN "KEV" ABRAMS CLAY ACHEE CATHERINE ADELL EMILY AGY JACOB ALBARELLA NANCY ALDRICH LATORYAH ALEXANDER KEVIN ALLEN DREW ALLISON ABDUL ALVI JOHN AMBROSINO DOLPH AMICK NICK ANASTASIA CHRISTIAN ANDERSON ANNIKA ANDERSSON BAXLEY ANDRESEN MARKY ANDREWS MICHELLE McKINLEY ANSDELL-GABRIEL RACHEL APPELBAUM HEATHER ASCH TRICE ATCHISON KELLY AUTRY STEVE AXTELL CLAIRE AZIZA JOSH BACHER MICHAEL BAERGA NOLAN BAKER BERNIE BALDASSARO GREG BALLORA JOS N. BANKS LAURA BARBIEA J. CAMERON BARNETT PAIGE BARRY JOSH BARTOSCH ARETTA BAUMGARTNER JAKE BAZEL BOBBY BECHER ILANA BEATRICE BECKER TAYLOR HELENA BECKMAN NATE BEGLE COURTNEY BELL JORDAN BELL HAILEY BENDAR BRIANNA BENNETT TAU BENNETT OLIVER BERGER EVY BERMAN-WRIGHT BECCA NOEL BERNARD MAURI BERNSTEIN MATT BETHUNE TOBY BILLOWITZ BRYAN BINDMAN RONALD BINION MICHAEL T. BLACK LINDSEY BLACKWELL KARLIE BLAIR EDNA M. BLAND DALLIN BLANKENSHIP DARREN BLUESTONE JACKEY BOELKOW KAIESHA BOLDEN MILENA BOND NICKI "GOOSE" BONVEGNA SOFIA BORREGO MARCELO R. BOTTARO NORM BOUCHER MISHA BOUVION JASON BOWEN BENAI ALICIA BOYD WESLEY BRADSTREET VIC "V." BRANCAZIO KATE BREHM JEFFREY BRESLAUER EMILY C. BRICKER LINDSEY BRISTOL RIVA BRODY ARTHUR S. BROWN JORDAN BLAIR BROWN JACOB BROWNE BECCA BRUNELLE R. LEE BRYAN CAITLIN BRZEZINSKI SARA BUFFAMANTI DANIELLE BURCH STEPHEN BURHOE CONNI BURKE-MULLIGAN DANIEL BURNS RACHEL BURSON JESSE BUSH EDEN BUTVINIK MELISSA CABEY DAN CAKE BRENDAN C. CALLAHAN MARIA CAMIA ALEX CAMPBELL MALLORY DEANE CAMPBELL HUNTER CANNING KAY CAPASSO NIKOLAS CARLEO SOPHIA CARLIN LANE CARLOCK RAYMOND CARR AIZHANEYA CARTER RYAN CASHMAN DANNY CARLOS CASTELLANOS KAYLA CATAN ROBERT JAMES "R.J." CECOTT FRANK CESARIO MADISON CHAMBERS GRAHAM GALLOWAY CHAPA AMANDA CHARNEY JOEY CHELIUS JENNA CHIN STEPHEN CHIODO ALANNA CHUYAN JENELL DEL CIO RYAN CLARDY CODY CLARK EMILY CLASSEN JEFF CLEVE NATHAN COCKROFT MATT W. CODY KATIE COFIELD SAMANTHA LYNN COHEN THOMAS CHRISTOPHER COLBY TOMMY COLEMAN JIMMICA COLLINS JEFF CONOVER DANIEL J. COOK FELICIA COOPER GREGORY CORBINO JARRED CORONA REBECCA CORT OLIVIA COUGHLIN ANITA COULTER ELIZABETH COWPERTHWAITE ALBERT COYNE MELISSA CREIGHTON CHRIS CROLEY MADISON CROTHERS GAVIN CUMMINS KAREL CURRAS SARAH MARIE CURRY J. ANTHONY CZUMALOWSKI TORIE D'ALESSANDRO BECK DAMRON SHELBY DANGERFIELD MYAH DANIELS KATE DANLEY CLINT DANTINNE JULIA DARDEN KIM DAVID LUKE AARON DAVIDSON DARCI DAVIS TEVIN MARION DAVIS ZACK DEAN GRACE DEBETAZ BRETT DeBRUYN MEGAN DeCRISTOFORO KRISTIN DEGROOT BRANDON DAVID DELSID BETH DeMICHELE DAVID CHET DENOWITZ CINDY DERBY MICAH JONDEL DeSHAZER SEAN DEVARE MICHAEL DEXTER MARIEM DIAZ MANDY DICKSON CHELSEA DIGGS-SMITH CHEYANN DILLON KRISTINA DIZON KEVIN PATRICK DOHERTY LUKE DOMBROSKI JAMIE FRIEDMAN DONMOYER RYAN DOOLEY SHANNON DORSEY TIM DOWD MEGAN LYNN DuCHENE BARRY DUKE III ROBERT DAVID DUNCAN PAUL DUPREE DUSTY DUTTON JACKSON EATHER MARK EDWARDS JODI EICHELBERGER ZACH EKSTEDT BEN ELLING ALEXA ELMY AMIE ENRIQUEZ ROBIN TORBECK ERLANDSEN ARTIE ESPOSITO JOHN L. ETTINGER LAUREN EVERETT OSCAR EMMANUEL FABELA STEPHEN FALA DARCI LYNNE FARMER MICHEL JEROME FAULKNER II COURTNEY FEIMAN LENA R. FELICIANO HOPE FENNIG NICK FERRANTINO AARON D. FERSTER DAVE FIEBERT ZACH FIFER MICHELLE FINSTON TYLER FISCHER MOLLY FITE ALYSSA FLOWERS SAMUEL FLOYD PRESTON FOERDER NICK FONDULIS BRYAN FORREST GALEN FOTT RACHEL G. FRANCO SARAH FRECHETTE YVONNE FREESE TEAL FRENCH-LEVINE GREG FRISBEE CALEB FUNK MATTHEW FURTADO REBECCA GALARZA LANA GALLO EVAN GAMBARDELLA GLORIA GARAYUA BROOKE GARFINKEL ROB GARDNER ZACHERY GARNER DAN GARZA ANDY GAUKEL MELISSA GEERLOF JOEL GENNARI SEAN GEORGE LUKE GERDES CODY GERSZEWSKI GEDDES GIBBS, JR. ERU GIBSON CURTIS GILLEN ROSEMARY GILMORE RICH GIORDANO MATTHEW GITTINS BREA GLOSSON AMANDA DIANN GODEPSKI FAITH GINGRICH GOETZ-ISAACS MICHAEL SCOTT GOMEZ HONEY GOODENOUGH EMILIE SARA GOODRICH CHRISTOPHER JOHN GOOLEY JULIA GORBAN JUANITA GORDON JIM DAVIDSON GOZA KELLY GRAGO CONNER GRAY ROSALIE GRAZIANO CHRIS M. GREEN MYLES GREEN CAT GREENFIELD JACQUELYN AVERY GREENSPAN BILLY GRIFFIN, JR. JAMES W. GRUESSING, JR. ISAAC GUDGEON EMILY DERRICK GUGGINO GABRIELLE GUTIERREZ B.J. GUYER DAVID HAAZ-BAROQUE CHRISTOPHER HAGER SAM KOJI HALE BOBBY HALL, JR. MADISON IRENE HALL RYAN MICHAEL HAMMAN BRADLEY SCOTT HAMPTON JENNY HANN GRANT HARALSON ALYSSA HARGREAVES LOIS HARMEYER SCOTT McLEAN HARRISON LAURA HARTLEY JOHN HARTZELL AARON HASKELL MICHAEL HAVERTY ANDY HAYWARD TIANDING HE AARON J. HEAPS MICHAEL J. HEGARTY CHRIS HENDRICKS ADAM HENLEY SUZIE HEPKER RACHEL HERRICK JOHN HIGHBERGER JENNIFER HIMES ELIZABETH HINKLER MICHAEL HINTON SCOTT HITZ JON HOCHE DEVONY HOF SARA LYNN HOLBROOK JOSHUA HOLDEN LEAH HOLLERAN PATRICK DANIEL HOLMES CEDWAN HOOKS KERI GRAYSON HORN MICHAEL HORNER DAVID HOSAY ABBY KATHRYN HOWELL BILL REMINGTON HUBNER TRAVIS CHARLES HUDSON STEPHEN LaREIGN HUES BRENDA HUGGINS MICHAEL HULL MONICA HUNKEN MYLES HUNT REBECCA HUSK GABRIELLE IAROCCI KYLE IGNECZI VANYA ILIEVA CHRISTOPHER ISOLANO TINAMARIE IVEY JIM ALLEN JACKSON MILES G. JACKSON RYAN ALEXANDER JACOBS CURT JAMES JESSICA JANES ASHANTI J'ARIA HALEY JENKINS ADAM JEPSEN CHRISTINA KAY JIMINEZ MANDI JO JOHN BRITT CHANDLER JOHNSON DANIELLE JOHNSON KRISTEN MAY JOHNSON SEAN W. JOHNSON AMBER SCOTT JONES BRIAN MICHAEL JONES NICK KNAVE JONES WILEY JONES DAVID JORDAN NEUMA JOY LIZ JOYCE MELANIE KAISEN SARAH JOY KANE KRISTA KANGAS DARIA KARIC BILL KASSAY CHRIS M. KAUFFMANN ALEX KEANE STACEY MARIE KEBA JONATHAN KEEZING JULI KELLER SHEALYN KELLEY KATHLEEN ALICIA KELLY KEVIN ROBERT KELLY AIXA KENDRICK EMILY KESTER MIRA KHAZIRAN JONATHAN KIDDER CLAIRE KIERSKY EMILY KILLIAN DOUG KINCAID JESSE KINGSLEY TAKEMI KITAMURA KENZIE KLEM KIRSTIN KLUVER STEVEN KNIGHT KAY KOCH JOSH KOLB NICOLE A. KORBISCH KATIE KOSTER ANDY ROCCO KRAFT ABBIE KRENTZ MEGAN KROEGER JESSICA KRUEGER JENNA KUERZI KASADY KWIATKOWSKA HARRY LaCOSTE SAYLOR MOON LAKE DIVA LAMARR SCOTT LAND WAYNE LANDRETH MICHELLE LANE FRANK LANGLEY JOSHUA LAPIERRE LEAH LARA REBECCA LARKIN ADAM A. LaSALLE MICHAEL LATINI MARÍA RENÉE LAVALLE MATTHEW A. LEABO BRANDI JIMINEZ LEE KENJIRO LEE KATIE LEFFEN STEPHANIE LeHANE PHOENIX L. LEIGH DANI LENSKI ADRIAN ROSE LEONARD REGINA LESLIE LILY LESTER TODD GERSON LEVIN LEN LEVITT MALLORY KATIE ROSE LEWIS TONY LEY JAYDEN LIBRAN MADISON LIESCH STEVE LIMONES ROBERT LINIAK JON LITTLE JACQUELINE TAYLOR LLOYD WESTON CHANDLER LONG ANA THERESE LOPEZ ASHLEY LORD MAIA LORIAN SHARLAINA LOWRY JON LUDWIG CALLEY LUMAN MORGAN BRONK LUTZ JONOTHON LYONS DANIELLE MacMATH AMANDA MADDOCK ROWAN IAN SEAMUS MAGEE DAVID MAIDA BARBARA MALLORY RYAN MALYAR McKAY MANGUM DOV DAVID MANLEY JAYME MANTOS DANA MARCOLINA DAWNIE MARIE EMILY K. MARSH JESS MARTIN WAYNE MARTIN IZAIAH MARTINEZ BRAYDEN MARTINO SAMANTHA LEE MASON EMMA RUTH MATHEWS TODD MATTOX ABBEY MAY ROBIN MAY KIRK L. MAYNARD TODD McCLAIN ERIC J. McCONNELL ANDREA BELSER McCORMICK GRETCHEN McCUTCHEON BRITTANY LEE McDONALD CONOR McGIFFIN KELLY McGOWAN JACKIE McKENNA BRENDAN McMAHON NEIL McNALLY MEGAN McNERNEY KATHARINE MEANS AMIT MEHRA KATHRYN MELBY SARAH EMALINE MELTON EROS MENDOZA RANDAL J. METZ CHRISTOPHER MICHAEL TRACIE MICK-SHOEMAKER CADENCE MILLER HANNAH MILLER JOHN MINNECI BLAKE RUSHING MITCHELL WILLIAM C. MITCHELL TERESA MOLER KATHRYN MOLLOY LISA MONDE JARED MONGEAU CARINA MONTBERTRAND DANNY MONTOOTH GEOFF MOONEN LIANA MOORE MANUEL ANTONIO MORÁN ELIZABETH HOPE MORGAN ANDREW MORIARTY JENNIFER POSIE MORRISON LEAH MORROW NORA MOUTRANE LAURA NOELLE MULLENIX CHARLOTTE MUNSON JASON MURPHY MARQUISE MYLES JIM NAPOLITANO ORLANDO NAVEO ASHLEY NEASE JEY NELSON CHUCK NESCI WESLEIGH NEVILLE BRUCE NICHOLLS KARL NIEVESSON JENNIFER NOBLE KEVIN NOONCHESTER BRENDON NORTH JUSTENN NOTARIO ALISON NOVELLI MAISIE O'BRIEN BRENDAN O'CONNELL LEAH OGAWA JUDITH O'HARE CHRIS OKAWA DILLON WOLF OLEATA DUANE JOSEPH OLSON MICHAEL OOSTEROM CARLOS ORLANDO CYNTHIA VON ORTHAL KATHRYN O'SHEA KATIE OTTEN JOSHUA WAYNE OXYER ADAM PAGDON GABRIELLE PAIGE CHRISTOPHER PALMIERI CHRISTINE PAPALEXIS LOUIS PARDO ALYSSA PARKHURST ROBERT PATRICK PATERNO CHRIS PATSTONE R.J. PAVEL JACKIE PAYTON ARIELLE PEDERSEN DAN PEELER BENJAMIN PELTESON REBECCA ANA PEÑA MARC PENNA JUSTIN A. PERKINS AMANDA PETEFISH-SCHRAG SARAH KAY PETERS MARC PETROSINO JAKE O. PHILLIPS KATE PIATTI MAYA PIERCE WILL PIKE JOSH PINS EMILY PIRTLE EMMA BRENNER PLOTKIN FABIO POLANCO JEFFREY POLK DANNY-RAY POLSON ZACHARY POORMAN JOSEY PORRAS LEIGH ANNE POULOS BRITTANI NICOLE PRENGER KAYLA PRESTEL BAKARI PRIGG MARY BESS PRITCHETT ERIN C. PROCTOR A.A. "CORBIN" PURYEAR SARAH QUERALT TYLER B. QUICK KAT QUIÑONES RUTHIE RADO LILITH RALPH MADELINE RASMUSSON DANIELLE LOUISE REDDICK TOM B. REED MISHA REEVES SIERRA REIN ERIN ROUSH REMENTER GUS RENAUD ZACHARY MICHAEL REYNOLDS ABIGAIL RHYNE AMANDA RIBNICK JOSH RICE KEITH A. RICHARDS DAYNA T. RICHARDSON JON RIDDLEBERGER NANCY RIGGS MEGAN THERESE RIPPEY CLAIRE RITZLER ANNIE RIX KIERA E. ROBBINS BRETT ROBERTS DARLA MASON J. ROBINSON TYRONE L. ROBINSON RYAN ROBSON ALLISON ST. ROCK AMANDA RODRIGUEZ CLAYTON ROEDERER MOIRA ROGERS SHARON ROMANO GWENDOLYN ROOKER EMALEY ROSE KYLIE JENIFER ROSE MELANIE ROSEDALE EDWARD ROSINI DAVID ROSSETTI DARIEN ROTHCHILD BECCA ROWLAND EVA J. RUBIN LOVE RUDDELL PAUL RUGG LIONEL "LONNIE" RULAND BEAU Z. RUSH TIM "T.J." RUSSELL ALYSON SCHARERER RUTTER JOE SABATINO KALEN SAKIMA BREE SANBORN ANTONIA SANTANGELO MICHAEL SANTOSUSSO CHRISTOPHER ROBIN SAPP NATSUMI SASABE ROB SAUNDERS JONATHAN "J." SAVAGE KELLI SAWYER TINA SCARIANO KATE SCHAGEMAN STOPH SCHEER BECCA SCHNEIDER HANNAH SCHOONER JENNIFER SCHREINER MICHAEL SCHUPBACH ALI KENNEDY SCOTT NICOLE K. SCOTT PAIGE SEALEY ALYX SEELMEYER KAYLEEN SEIDL ELIZABETH BROOKE SELDIN KELLEY SELZNICK AARON SETLOW COURTNEY RAE SHAFFER STEVIE SHALE JANE CATHERINE SHAW DYLAN SHELTON MAYA MICHAL SHERER NANOULI SHEVARDNADZE CLAIRE SHIELL ELIZA SHOELL PAULA SHUTMAN BENJAMIN SIEMON ANA CRISTINA Da SILVA REBECCA LEIGH SILVERMAN HANNAH MARY SIMPSON HADLEY J. SINGER EMILE SIVERO LANIHULI SKYE SUSAN SLOTOROFF BRANDON SMITH COLLEEN SMITH HUNTER C. SMITH MICHELLE KAY SMITH GORDON SMUDER JULIE SNYDER KRISTOFER SOMMERFELD SAMANTHA SOSTARICH SHANEL SPARR RACHEL SPEARS FRED SPENCER DORSEY SPROULS MATT STANDLEY BEN STANSBERY RACHEL STASIAK-BARTLETT EMMA ELIZABETH STEIGER BRENDA STELZER CHARLES SEBASTIAN STEVENS KENNY STEVENSON RYAN STIFFELMAN ANTHONY MICHAEL STOKES DANIEL STOMPOR JENNIFER STONEKING TYLER JACOB STOUFFER KELLY STRANDEMO DAVID STRASSMAN VANESSA STRICKLAND KRISTEN STUDARD MARK STUVER EMIKO SARASWATI SUSILO LAUREN SUTTON MARISSA DAYRIT SWANNER KRISTINA BROOKE SWEARINGEN AMBER RACHEL SWEET KATIE SWIDER MONICA SZAFLIK MILES TABER CATHERINE ALUNAN TALTON BETHANY NICOLE TAYLOR MARVELYN McFARLANE TAYLOR NORMAN TEMPIA ANTONY TERRELL BRENDAN TETRAULT BLAIR THOMAS JUSTIN THOMAS JAMIE THOMASON MELISSA THOMPSON JEREMY THORPE AIMY TIEN DAN TITMUSS ZACHARIAH TOLCHINSKY ALEX TORDI PENELOPE TORRIBIO BRETT "SHAGGY" TRAVIS THOMAS TRINH TOBY TROPPER EMILY TRUMBLE EMILY JANE TUCKER EMILY TUNG SAM TURLINGTON MATT TURNER BASIL TWIST ERIN ULMAN JASON URBANSKI DEVIN NICOL VALDEZ CHRISTOPHER JEWELL VALENTIN KIRK VANDA MICHAEL VANDERPOOL JASON VANSLYCKE BLANCA VASQUEZ JONATHAN VEGA GABRIEL VELEZ JACK VENTURO MICHAEL J. VETERE III RUSS VICK ALEX VILLA GRAYSON VILLANUEVA JOSE VILLARREAL AMBER VOELLER EMILY ANNA VORTHERMS MADELINE WAGER ANNA CLAIRE WALKER KATIE WALLACE BOB WALLS ROBIN WALSH AMANDA WALTER ANNELISE K. WARDWELL MELISSA XIAOLAN WARREN ANNETTE MOONEY WASNO ANGELA DELORES WATSON GREY WEARS JENNIFER NICOLE WEBER LUKE WEHNER DANIEL WEISSBRODT JONATHAN DAVID WEST V ANTHONY WHITE DAVID C. WHITEMAN IAN WHITT MICHAEL WHITTEN BRIAN HENRY WIEGAND CULLEN WILEY WILL WILHELM CHAD WILLIAMS ERIC L. WILLIAMS JONATHAN C.K. WILLIAMS KENT WILLIAMS RACHEL ELAINE WILLIAMS ABIGAIL WILSON KAY WILSON JANA WIMER JEREMY WINGLE EDWARD WINSLOW JAMES W. WOJTAL, JR. MEREDITH WOLFE LYDIA WOODS LANCE WOOLEN CHRISTOPHER WREN LADY NICHELLE WRIGHT JENSEN WYSOCKI NAMI YAMAMOTO CAT YATES DANNY YOERGES TIMOTHY YOUNG ANNA CAMERON YOUNGHANS 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 JEFF DEIST DAWN DININGER BERNHARD EICHHOLZ JOHN PAUL FEDELE THOMAS FLOUTZ DEBORAH GALVEZ KYRA ELISE GARDNER DAVID GRASSO 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 BUD McGREW PAUL MEJIAS ADRIEN MOROT RICHARD MUECK 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 TODD TUCKER DAVID WOGH

KEITH ARBUTHNOT RYAN BARNETT JIM BEINKE ENRIQUE BILSLAND EVAN BRAINARD NORMAN CABRERA DANIEL CARLISLE PETER CHEVAKO DAVID COVARRUBIAS RICHARD DARWIN ROB DERRY KAYLA DOBILAS MIKE ELIZALDE ERIC FIEDLER ROBERT FREITAS MARK GARBARINO TONY GARDNER GARY GROVE BETH HATHAWAY MATT HEIMLICH JEFF HIMMEL PAMELA IVETA JEFF JINGLE RON KARKOSKA LOUIS KISS JIM KUNDIG SUSAN LAPRELLE JULIAN LEDGER MARK MAITRE JASON MATTHEWS JAKE McKINNON SCOTT MILLENBAUGH NEIL MORRILL CLARE MULROY ROBERT NEWTON AINA O'KANE BRIAN POOR ROBERT RAMSDELL SALLY RAY MIKE JAY REGAN DWIGHT ROBERTS MARK SETRAKIAN BRYAN SIDES SCOTT STODDARD CHRISTOPHER SWIFT MARIO TORRES, JR. MARK VINIELLO SCOTT WOODARD JONAH ZIMMERBERG-HELMS

LEE ARMSTRONG CHRISTIAN BECKMAN CHRISTOPHER BERGSCHNEIDER STEPHEN R. BLANDINO BILL BRYAN MARILEE CANAGA TAMARA CARLSON-WOODARD ANDREW CLEMENT GINO CROGNALE MICHAEL DEAK ALEX DIAZ JEFF EDWARDS MATT FALLETTA MIKE FIELDS RICK GALINSON JAKE GARBER PATRICK GERRETY 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 KEVIN McTURK TODD MINOBE LON MUCKEY CHRISTOPHER ALLEN NELSON GREG NICOTERO MICHAEL ORNELAZ JUSTIN RALEIGH JUSTINE RAPPAPORT GEOFF REDKNAP CHRISTIAN RISTOW TERRY SANDIN SHANNON SHEA DAVID SNYDER BILL STURGEON LILO TAUVAO BILL TRAETTA KEVIN WASNER MARK WOTTON

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

Choreographers: Sterling Kasey Baker-McClary, Lou Sydel

"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, Christopher Allen Nelson, 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

Footage from "Tonight Starring Jack Paar" used with permission from NBCUniversal

Special Thanks to: Lee Armstrong, Peter Askin, Troy Baker, Julie Beren-Platt, Better Homes and Gardens Magazine, Warrick Brownlow-Pike, David Burtka, Shawn "Jay-Z" Carter, Julie Corman, Roger Corman, Richard Epcar, Annie Evans, Edward Eyth, Mike Flanagan, Michael K. Frith, Roger Frost, Noah Galvin, Rachel Germaine, Mick Giacchino, Dave Goelz, Connie Grappo, Jonathan Haze, Brian Henson, The Jim Henson Company, Jackie Joseph, Bill Lauch, Mickey Liddell, Blake Lively, Laura Louie (Horror Cut), Michael Mayer, Rick Moranis, Kathryn Mullen, Joanna Newsom, Frank Oz, Renee Puente, Michael Quinn, Gordon Robertson, Robbie Rogers, Tim Rose, Janis Roswick-Menken, Danny Schechter, Michelle Schumacher, Shay Shariatzadeh, Olivia Simmons, Kirk R. Thatcher, Jackie Titone (Theatrical Cut), Michael Le Poer Trench, Tim Weatherspoon, Leilani Jones Wilmore, Marilou York, Bryant Young

Dedicated to the memory of Kyle Renick (1948-2019). Thank you for helping to keep the Little Shop open for nearly 40 years. We are forever grateful.

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 A. Chevako, Andrew Clement, Joseph Colwell, David Covarrubias, Susan Cox, Wolfgang Criswell, Gino Crognale, Jeffrey Cruts, Duke Cullen, Richard Darwin, Michael Deak, Jeffrey L. Deist, Robert Derry, Alex Diaz, Kayla Dobilas-Waymark, 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, Russell 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, Bud McGrew, Jake McKinnon, Tamara McKinnon-Miller, Kevin McTurk, Paul Mejias, Scott Millenbaugh, Todd Minobe, Adrien Morot, Neil Morrill, Lon Muckey, 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 W. 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 M. 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 W. 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, 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 a man who salts and eats flowers in Mr. Mushnik's shop (the character of which was based on Dick Miller's role in the original Roger Corman 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, Jason Lee, John Malkovich, Howie Mandel, Seth Meyers, Jim Parsons, Pedro Pascal, John C. Reilly, Ryan Reynolds, Mark Ruffalo, Adam Scott, Seann William Scott, Jason Segel, Jerry Seinfeld, David Spade, Ben Stiller, Jason Sudeikis, 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. Reynolds played the masochistic dental patient Arthur Denton. 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, Jeff Bennett, Jack Black, Brandon Boyd, Wayne Brady, Clancy Brown, 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, 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, Wanda Sykes, Kenan Thompson, Tony Todd, Alan Tudyk, Sigourney Weaver, and Stevie Wonder all auditioned for the part. Mark Hamill eventually signed on to voice the plant, being both a talented villain voice actor and a decent singer. Simmons was cast as Mr. Mushnik, 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. Kenan Thompson cameoed during the "Skid Row (Downtown)" number, as a scruffy-looking hobo. Tudyk makes a vocal cameo as an anchorman on the radio in Mr. Mushnik's shop. 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.

Mark Hamill was initially hesitant to voice Audrey II, feeling that he could not possibly match up to Levi Stubbs' portrayal of the character in the 1986 film. To convince Hamill that he was right for the part, director Greg Berlanti had the Audrey II puppet lip-synch to audio of Hamill as the Joker from Batman: The Animated Series and other projects. Hamill enjoyed the footage so much that he agreed to voice the plant for the film.

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 80 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 150 puppeteers. 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, more than 2,423 puppeteers (including people from the Creature Shop's animatronics and fabrication departments), all led by Martin P. Robinson, were needed altogether. 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.