MVPs of Horror: The 'Little Shop of Horrors' Puppet Master Who Brought the Blood-Thirsty Plant to Life

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The ‘80s were a golden age for movie monsters, from mischief-making gremlins and shape-shifting aliens to human flies and human pinheads. But only one creature earns the title of Mean Green Mother: Audrey II, the carnivorous plant from the cult 1986 movie musical Little Shop of Horrors. Adapted from the hit Off-Broadway play, itself based on a low budget Roger Corman film, Little Shop stars Rick Moranis as lovestruck Skid Row horticulturalist Seymour, who pines for the lovely Audrey (Ellen Greene) while tending to his latest plant, a Venus Flytrap-looking flower that turns out to have a very peculiar diet: people.

At first, Seymour satiates his plant’s bloodlust by feeding it scuzzy Skid Row residents like Audrey’s abusive boyfriend — and the world’s worst dentist — Orin Scrivello, memorably played by Steve Martin. (In one of the movie’s most famous scenes, Martin worked his dark dental magic on Bill Murray’s pain-loving patient.) But when Seymour discovers Audrey II’s world-conquering agenda, he steps up to take Earth off the alien invader’s menu.

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Working before the advent of CGI, director Frank Oz knew that Audrey II could only be properly brought to life through the magic of puppetry. So he turned to his former colleague at Jim Henson’s Muppet Workshop, Lyle Conway, who designed characters for such classic Henson productions as The Muppet Show, The Great Muppet Caper and The Dark Crystal. With Audrey II, he created his masterpiece, a massive, 13-foot high puppet made of rubber and Kevlar that’s as lifelike as any of the flesh-and-blood actors in the film.

Watch the trailer:

And Conway — who received an Oscar nomination for Best Visual Effects (he lost to the Aliens team) —considers that no small feat considering the caliber of the cast. “We had to overcome Rick’s face, because all he had to do was smile and he’d eat up the screen,” he tells Yahoo Movies. “And Ellen’s cleavage upstaged the plant in most of the shots!” With Little Shop’s 30th anniversary approaching in December, we chatted with Conway about the movie’s abandoned original ending and building a plant monster for the ages. Pull up a chair and follow along.

Was your experience working with Frank Oz on The Dark Crystal one of the reasons he approached you to design Audrey II?
I worked very closely with Frank designing his character Augha for The Dark Crystal. Then I went off to do things on my own, and I got a call from him about Little Shop. I had seen the play in New York and loved it, but I did question whether I wanted to work with Frank again. I love Frank, but he’s very intense. [Laughs] Anyway, I did work with him again, it was wonderful — probably the best experience I’ve had on a film set. It’s a strange job doing these things, because you tell people you can do it, and then you have not idea how to solve the problem. I mean, building a 13-foot plant that can boogie, rap and lip sync! They ask you, “Can you do it?” and you go, “Yeah!” And then you go home and think, “What the hell have I gotten myself into?”

Besides the stage musical, had you seen the original Roger Corman film?
Oh yeah, I saw it when it came out actually! I liked dark things as a kid, and I knew even then that this was a disturbing little film. When I started working on Little Shop, I had them get a print of it that I ran for my crew, and they hated it, of course. Frank and I had actually talked about trying to get the surviving stars of the Corman film to make cameos in our movie, but it was hard enough just getting the American actors over to England [where Little Shop was filmed.]

Watch the trailer for the original 1960 movie:

Were there any elements you borrowed from past stage and screen versions of the plant for Audrey II?
[Sesame Street puppeteer] Marty Robinson performed the plant in the Off-Broadway show, and he really inspired me. The energy level he had was great; I sat there riveted. So I hoped to capture in our plant the energy that he had in his. Frank and I would have loved to recreate the ending of the play, where vines came down from the ceiling. It was a wonderful effect. You wanted to bring friends to see the show just to watch their reactions to the vines coming down. We couldn’t do that in the film, unfortunately. I drew my inspiration from work I saw and loved since childhood. One of the puppets — the “growing coffee can plant” — took its inspiration from Georges Méliès inflating rubber head. We stand on the shoulders of giants, and it delighted me that an effect not only from the beginning of special effects, but from the dawn of filmmaking could still amaze people.

There are several different versions of Audrey II in the film: the baby plant, the medium-sized one, and then the giant one at the end.
I did most of the sculpting from the baby plant up to the big “Feed Me” plant. For the baby plant, I wanted it to look like a baby bonnet. The petals around it suggest a bonnet or some kind of precious Fabergé egg, something that would encourage Seymour to take it home.

I took the job under the understanding that they’d let me build a completely working prototype for the “Feed Me” plant, and then rebuild it. That was enormous advantage. Usually there’s no time, and they gave me an enormous amount of time — a three month rehearsal period with the puppeteers and a wonderful director.

I was very fortunate to cast the two major plant puppeteers: Anthony Asbury, who had just finished a long run in the West End production of Little Shop. He built up the necessary back muscles to perform “Mean Green Mother.” No one else could have performed the big musical number. I was also lucky to get Brian Henson as a key performer for the “Feed Me” plant; I had cast him in Return to Oz where he gave a beautifully nuanced performance as Jack Pumpkinhead.

The full-sized “Feed Me” version of Audrey II is a remarkable feat of puppetry. How did you build it?
That plant is made of foam rubber and cables, as well as a Kevlar skull with foam rubber over it. For the “Mean Green Mother” number at the end we had 51 puppeteers on set when everything was working; the vines on the wall and all that. Otherwise, we rarely used that many people. We had a core group of four puppeteers that operated the head and then five or six under the stage operating the vines. And the vines were these freestanding, non-marionetted puppets that was the first time anything like that had been done.

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In fact, the UK Atomic Energy Authority worked with us on creating a rigid, but flexible core for these vines, and that helped enormously. The puppeteers were amazing; if you just isolate the vines and look at them, they each have a personality of their own. They did stuff like have one vine reach over and feel another vine’s muscles. They even did a Hedy Lamarr joke, having a vine mime a curvaceous shape in the air. The hardest shot was the one where Audrey II reaches into the cash register. That took 30 takes; it looks like nothing in the finished film, but it was hell doing it.

During the rehearsal period when I was looking at footage on video, I would often speed through it. And I noticed that the plant would pick up an energy it didn’t have at normal speed. So I went to Frank and showed him the sped up version, and he liked it. He told me, “I’ll go with it, but you have to go to the actors and plead your case.” Because they would have to act more slowly when they were in the frame with Audrey II. Luckily, they were delighted; I think they liked being part of the effect. So we did a month-long workshop and then filmed some of the scenes with them and the plant at two different speeds. And there were some shots that would have been difficult for Rick to do in slow motion, so we just filmed those at normal speed.

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How did you film the scenes where Audrey II chows down on her victims?
For those scenes, we had to take the head off the plant, which meant disconnecting a lot of cables and stuff. In Ellen’s case, she was pulled in by our puppeteers, while Rick was fed in by these huge rigid vines. The rest is all just cheating. I remember showing Vincent Gardenia, who played Mushnik, the plant and saying, “You’re going to wind up in there.” And he told me, “I’m claustrophobic.” And I was like, “Yeah, well, we can’t make the plant any bigger.” [Laughs]

One of the moments that never ceases to crack me up is the bit where Audrey II shoots a vine at Seymour’s crotch, while singing “I’m gonna bust your balls!”
That’s a whip pan; there’s a cut right in the middle of it to a dummy of Rick. I watch it and try to catch the cut, and you can’t do it. The camera goes from his face, then whips down to his crotch, and midway there’s a cut as he’s replaced by a dummy. I don’t think Rick would have done that stunt himself. Our aim was not that good. [Laughs]

Levi Stubbs’s voice is such an important part of the character. Was he always the first choice?
Levi is the only person that I know about. He had to get permission from the Four Tops to do a solo project like this. He was there at Pinewood Studios recording his dialogue while we were shooting. Sometimes we’d have to wait for his recordings to come in, because they were hot off the presses. The playback would be slow and pitch-corrected so it was understandable. He was wonderful — it was perfect casting. Of course, after the first test screening in Los Angeles, all hell broke loose. Frank called me and told me the results of the preview, and that the studio wanted Rodney Dangerfield to re-record the voice! Rodney was hot at the time, and I think they were afraid of audiences being frightened.

That test screening resulted in the ending being completely overhauled. The original finale — where Audrey II eats all of the main characters and then takes over the world with its spawn — was unavailable for a long time except on YouTube. It was recently released as part of a special “Director’s Cut” Blu-ray. What did you miss the most from that version of the film?
That was mostly miniature stuff, done by Richard Conway, who had worked with Terry Gilliam on Brazil. I fell in love with his miniature work on that film, and recommended him to Frank. By the way, the ending that’s on the Blu-ray is way too long. It’s not the ending that the test audience saw. If you go online, you can find the rough cut. But at least some of Richard’s work is out there now. And, of course, there’s Ellen being fed to the plant. I miss her line: “At least I’ll be somewhere that’s green.” The whole movie’s about that really, and her delivery is so poignant. I was angry to see it go.

Were there debates about how scary to make Audrey II early on? I don’t remember being scared by the plant when I was younger, but when I showed the movie to my own kids recently, they were a little freaked out.
I don’t know if you’ve heard of Paul Blaisdell, but he did some truly gonzo monster making in the ‘50s on movies like The She-Creature and Invasion of the Saucer Men. I wanted to go in that kind of ‘50s direction, but Frank kind of shied away from it. In general, those ‘80s kids’ movies were really dark and frightening. I worked on a few of them, including The Dark Crystal, Return to Oz and Dreamchild. They were frightening! As a good fairy tale should be.

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If Little Shop were made again today, Audrey II would probably be created via CGI. Is the fact that it’s physical puppet crucial to the success of the character?
Not to me, but I do think viewers pick up on the fact that it’s actually there. There are clips of the movie on YouTube, and someone recently told me to read what people were saying about the film…. I went on there and spent hours and hours reading the comments about how much they love the character. They loved that you could see Rick’s hair being blown by the plant’s mouth when it closes.

Some comments said that it was better than Avatar. I’m delighted by that. Certainly, it’s a little crude by today’s standards, and we could have done a better job with the lip syncing if we’d done it digitally. But I think we did very well; there isn’t much I would change looking back.