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The idea of transformation — what happens after the "happily ever after" ending for beloved fairy-tale characters — drives the plot of Stephen Sondheim's musical "Into the Woods," now receiving a spirited production at the Utah Shakespeare Festival.

The characters' physical onstage transformations underscore their emotional changes, says USF co-artistic director Brian Vaughn, who terms the show a "must-see" entry in the musical theater canon.

Despite its silly-sounding story fracturing fairy tales, "it's not sugar-coated 'musical theater,' " Vaughn says. "It's working on a higher level, as far as story and arc and musical structure. It's equally as humorous as it is moving. You leave seeing things differently."

Vaughn admits he might be a bit biased in raving about the strength of the voices in "Into the Woods," directed by Jeremy Mann. After all, Vaughn plays The Baker in the show, opposite his wife, Melinda Pfundstein. The fictional couple wish they could have a child but have been secretly cursed by their neighbor, The Witch. The musical also features characters from other Grimm fairy tales, including "Little Red Riding Hood," "Jack and the Beanstalk," "Rapunzel" and "Cinderella."

In real life, Vaughn and Pfundtein are the parents of three daughters, and so the musical's themes about parenting and consequences ring with relevancy. As the lyrics of the show's finale tell it: "Careful the wish you make / Wishes are children. Wishes come true / Not free." And: "Careful the things you say / Children will listen."

The musical, with a book by James Lapine accompanying Sondheim's complicated score and clever lyrics, debuted on Broadway in 1987 with stage superstar Bernadette Peters playing The Witch. "Into the Woods" has been back in entertainment headlines recently, thanks to a Disney film adaptation scheduled for a Christmas release, with a cast led by Johnny Depp and Meryl Streep.

The Cedar City production offered the company's wig and makeup crew a chance to design transformations of actors Misty Cotton and Peter Saide into the fairy-tale characters of The Witch and The Wolf.

Cotton, who has appeared at the festival twice previously in fall season shows, might be most recognizable to Utah audiences for her role as the Narrator opposite Donny Osmond during the 1999 national tour of "Joseph and the Amazing Technicolor Dreamcoat." Saide played Bob Gaudio in the Las Vegas production of "Jersey Boys," Trevor Graydon in Tuacahn's "Thoroughly Modern Millie," and has toured internationally as the Prince, opposite Lea Salonga, in "Cinderella."

Hair and makeup take up to 20 minutes for each actor before performances. (During the festival's opening week, Tribune photographer Rick Egan filmed the process, and his video is posted with this story and at sltrib.com/entertainment.) "We needed to transform each actor to the point of possibly not recognizing them," says Natalia R. Castilla, the company's hair and makeup director.

That involved casting a facial prosthetic, made of lightweight latex, for the actors. "The margin of error around the nostrils is very slight — it needs to fit closer than a mask," she says.

That process began with lifecasting each actor's face, creating negative and positive versions of a mold. "We house them together like little Russian dolls, and the space in between is where you inject the foam and make the final product," Castilla says.

The flexible prosthetics are designed to be ripped off the actors' faces during lightning-fast character changes, which means the crew goes through one to two of them per actor per week.

Before a show, the actors partially don their costumes and prep their faces before settling into the makeup chair. A makeup artist attaches the pre-painted prosthetic, and then paints the rest of the face to match and extend the illusion. "Once we know how much skin space is left, we paint in around eyes, forehead and cheekbones to match."

Wigs and facial hair are then attached. Cotton's Witch sports a wart with hairs growing out of it, and dark makeup blocking her teeth, while Saide's Wolf wears a 10-inch beard. "Obviously, we're not convincing anybody that he is a real wolf-man, but if we can take the illusion far enough that they're not thinking about — 'Oh, how did they do that?' or 'Oh, when did that happen?' — then we're doing a good job."

There are additional physical challenges during the show for each actor. The Witch, who appears to be a hag, goes through a character transformation during a quick change just barely offstage, the kind of theater magic that audiences love. "We build her way down and way back up," is how Castilla explains the design challenge, while stepping around a plot spoiler. "We don't really want a grand resemblance between the two halves of that character."

As for Saide, he's double-cast in the show, also playing a human character, so most theatergoers will have to consult their programs to recognize the actor without face paint, wig and beard. "It's amazing how much ugly we are able to wipe off in 30 seconds," Castilla says.

For Cotton, who has mostly played leading ladies or ingenues, it's a pleasure to step into a character role. "You can do a lot when you're all uglied up," she says of her very flawed character.

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'Into the Woods': Careful the wish you make

The Stephen Sondheim/James Lapine musical plays in repertory through Aug. 30 in Cedar City at the Utah Shakespeare Festival. Also playing: "Henry IV, Part 1," "Measure for Measure," "The Comedy of Errors" and "Sense and Sensibility." "Twelfth Night" will play through Oct. 17.

Also • Additional fall shows are "Boeing Boeing" and "Sherlock Holmes: The Final Adventure," which will play Sept. 17-Oct. 18.

Where • 351 W. Center St., Cedar City

Tickets • Midweek shows are $28-$73; weekend $32-$77; at bard.org or 800-PLAYTIX or 435-586-7878. Buy early: Prices can increase by as much as $10 as shows begin to sell out.

Tip • On Thursday nights, the festival's acting company shows off as part of a weekly after-hours cabaret show. Proceeds help fund trips by casting directors, agents and artistic directors, in an aim to help USF actors land future jobs. 11 p.m. Thursdays at The Grind Coffee House, 19 N. Main St.; $10 donations at the door.