In the interest of building something entirely new, the director of a re-imagined production of Side Show started with everything that was, well, old — including material that had not made the cut during the first go-round. Director Bill Condon asked the musical's creators for everything they had put together. He characterizes those early steps as being something of an "archeological dig."

Condon did his job well, and the creators held nothing back. Once he got into the room with composer Henry Krieger and librettist/lyricist Bill Russell, Condon reached into the archives and started referencing obscure Side Show-iana.

"He was bringing up songs we didn't even remember," recalled Russell. "'What? We wrote a song called that?' We have written a lot for this project over the years."

That figures to be the case when you're attempting to create a musical based on the biographies of real-life vaudeville stars Daisy and Violet Hilton, who also happen to have been conjoined twins. The original Broadway production of Side Show took six years from germination to opening curtain on Broadway. It closed after 91 performances drawing five Tony nominations — with stars Alice Ripley and Emily Skinner sharing a single nomination for Best Actress — and spawning a cast album and a legion of fans.

"Whatever insecurities, whatever inner freak we have, there's something about this show that connects with people," added Emily Padgett, who plays Daisy Hilton in the re-imagined production of Side Show currently in previews at the La Jolla Playhouse. Although talk of a revival surfaced practically from the moment of the show's closing, the current production has also had a lengthy development period, with another three years spanning the time it took Krieger, Russell and Condon to do the reboot of Side Show, which is scheduled to open Nov. 16, followed by a summer 2014 run at the Kennedy Center for the Performing Arts, Side Show's co-producer.

With this reconsideration, fans of the original production will have a task before them if they hope to sing along. Condon estimates that 55% of the show's material is new; the La Jolla team has been labeling it Side Show 2.0. Given Condon's cinematic background, this new Director's Cut might carry the title "Daisy and Violet Hilton: Unchained."

"I think there are always going to be the dyed in the wool people," Condon admitted. "You hope that because this is all being mounted by people who love the show, you hope that that if people are open to the combination of the old and the new, they might really fall in love with this new production. Let's see."

"The show has touched so many people in so many different ways," added Padgett. "I definitely knew the Ripley-Skinner 'Who Will Love Me As I Am?' awesomeness."

	Emily Padgett
	Photo by Dirty Sugar

Padgett (Flashdance the Musical, Grease) goes hip-to-hip with Violet, played by Erin Davie (Grey Gardens, The Mystery of Edwin Drood). They are joined by Manoel Felciano, Matthew Hydzik, Robert Joy, David St. Louis and Keala Settle in what marks Condon's stage directing debut.

Despite his cinematic credentials, Condon professes to be every bit the theatre hound. This is reflected in his choice of films, which include the adaptation of "Chicago" (which earned him a 2003 Oscar nomination) and the adaptation and direction of "Dreamgirls." The development of Side Show was delayed somewhat by Condon directing the last two parts of the "Twilight Saga."

Even so, to hear Condon tell it, the jump to theatre was inevitable.

"I grew up in New York and I was in the theatre program in high school," he said. "We would sneak off on Wednesdays and sneak into the second act of plays. Working in the theatre has kind of been one of those things that you dreams that you kind of put off as you're busy with the rest of your life."

Condon and Krieger, who share an agent, worked closely together on "Dreamgirls." Having seen the Broadway staging of Side Show — as well as a production of the play at Burbank's Colony Theatre — multiple times, Condon was a longtime fan of the show. "It was always the power of the girls. It sort of feels like, oh God, you want to know more about them," he said. "For me, having done so many movies that are based on real characters, it started with reading about the girls and thinking, 'Wow. There are so many great events that could be dramatized from their lives.'"

Conjoined twins Daisy and Violet Hilton were born to an unmarried barmaid who sold them to the midwife Mary Hilton. As they grew older, the singing, dancing and musical instrument-playing sisters became carnival and vaudeville attractions, and abuse and exploitation accompanied their fame. Both sisters married, but neither their romantic lives nor their careers ended happily. The Hilton sisters are featured in Tod Browning's film "Freaks," as a version of themselves in the 1950 film "Chained for Life" and are also the subject of the 2006 Dean Jensen-authored biography "The Lives and Loves of Daisy and Violet Hilton."

	Bill Condon

When the seed for Side Show was planted, biographical information about the Hiltons was minimal. Director Robert Longbottom, with whom Russell was collaborating on Pageant, had told him about the performing conjoined twins which he felt had dramatic potential. Longbottom's partner had seen a late-night screening of "Chained for Life" and suggested that they turn it into a musical.

"I immediately said yes," recalled Russell. "I just thought the theatricality of two people moving, singing and dancing together was incredible. This was like in 1985 and in the downtown Manhattan club scene — which I was known to frequent — there were these guys who would go around the clubs like they were joined at the hip. I saw them in 'Heidi' with the pigtails and the lederhosen. I immediately flashed on that."

The arrival of the Off-Broadway musical comedy Twenty Fingers, Twenty Toes, also about the Hilton sisters, in 1989 temporarily derailed Side Show's progress, but Russell and Longbottom eventually circled back to the Hiltons. They needed a composer. Russell had been a longtime admirer of Krieger's work, and he and Longbottom faxed the composer the Side Show idea at a particularly opportune time. Krieger had recently been listening to the song "Learning to Let Go" from Russell's Elegies for Angels, Punks and Raging Queens and was both open to the idea and receptive to Russell as a collaborator.

Their first song written together, "I Will Never Leave You" was conceived as a lullaby which the twins would sing to each other. As originally envisioned, Side Show's first act would focus largely on the twins' childhood. But at the thought of having to deal with child labor regulations and the need to cast four sets of 8-year old twins along with child wranglers, teachers and labor laws, that idea went away. So, too, did "I Will Never Leave You."

Almost. "When we decided we couldn't have the kids, we figured we'd cut 'I Will Never Leave You,'" said Russell. "David Chase, our musical director, said, 'You can't cut that song,' so we made it their 11-o'clock number and I wrote this intro to set it up as something they sang to each other in their childhood. I was never satisfied with that solution because it was an intentionally simple lyric. In this production, they sing part of it as a flashback when they're talking about their childhood."

The original production polished the stars of Skinner and Ripley, unknowns at the time who were cast as much for their compatibility as for their individual skills. Some things don't change. To cast the revival, Russell and Condon estimate that they saw between 50 and 100 actresses, among them "some significant Broadway divas."

	Emily Padgett and Erin Davie
	Photo by Kevin Berne

"But you're not casting a single role," noted Condon, who emphasized that he was under no pressure to cast stars. "So you can get someone who is like the greatest thing, but there's nobody who looks like her. End of story."

While on a hiatus from the tour of Flashdance the Musical, Padgett walked into an auditioned room with a room full of hopeful Daisys and Violets, short and tall, collegially passing around throat lozenges. Padgett, who is 5'7", had brought heels of all sizes for the occasion, and she was jazzed to discover that Davie, who had done the workshops, was wearing the same sized heels.

"We did 'Feelings You've Got To Hide' and 'I Will Never Leave You' and we sort of clicked in with each other," Padgett said. "We had never sung together, but it felt very comfortable standing next to her and just singing. It was great."

To say that the two women — both Southerners — have been inseparable ever since may be an easy joke, but it's also true. They've conducted research together, hung out extensively during off times and even "trick or treated like 10 year olds" during a rare off day at Disneyland.

On the more technical side, Padgett and Davie wore a connecting device over their rehearsal clothes that locked them together during rehearsals and quickly began to negotiate the many obstacles of movement and synchronization. "The hardest part for us is going through doorways," said Padgett. "We're a maniac going up stairs, but turning a corner and getting over to a platform is tricky."

Whether for publicity purposes or otherwise, the real-life Hiltons made a point of emphasizing their differences, with shyer shrinking Violet taking a back seat to her more outgoing sister Daisy. That dichotomy is part of Side Show's dramatic conflict.

"I feel like we're cast very well," Padgett said. "I'm more hyper than she is, for sure. I ask lot of questions. She's more laid back and more quiet, and she's a very thoughtful person in that way. She thinks a lot about what she's going to say. It's been interesting. Even learning choreography for a show, you don't realize different everyone's process is until you're stuck next to somebody."

Condon remembers one of the early rehearsals where Padgett and Davie had been taught a bit of vaudeville shtick for the number "Typical Girls Next Door." After giving them an hour to rehearse it, Condon returned to see how they were coming along.

"Emily already had this huge smile, and Erin was doing it, but she was a little pissed off because she had made a mistake," Condon says. "It was like, 'We could show this right now.' They were so in character."