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BOG KING rules the Dark Forest. Imposing and intimidating, Bog is feared by all who serve him-and that's exactly the way he likes it. "He's a sad, angry thing and he's pulled back from the world," says Alan Cumming, who provides the voice of Bog. "He's spooky, but there's a certain handsome, dashing quality to him."

Indeed, what Bog lacks in empathy, he makes up for in style. The scepter-wielding leader spends his days seated confidently in a grand throne, awaiting reports from the border where primroses grow. Bog's No.1 enemy is love, and primrose petals are the key ingredients in a magic love potion. Bog's mission in life is to destroy the flowers and imprison those who create the potion, thus putting an end to love once and for all.

"He believed in something that didn't turn out to be true and as a result, he retreated to a dark and evil place," says Cumming. The Broadway veteran performs a host of songs for the film, including two songs originally performed by Elvis Presley: "Trouble" and "Can't Help Falling in Love."

"I loved singing 'Mistreated' and the big rock numbers," adds Cumming. "They're so fun to do, but really hard on your throat. I really love 'Strange Magic'-to a point where I obsessively sing it all the time."

"Alan Cumming is an amazing performer," says Rydstrom. "We needed someone who could be scary in the beginning, but be able to change. Even when Bog is scary, he's intriguing because Alan brings so much to the character."

Marius de Vries, musical director and composer, agrees. "He brought his usual awesome brilliance to the film. And reached three notes higher in his range than he thought possible."

MARIANNE, once madly in love with philandering fairy Roland, transforms from a giggling, open-hearted free spirit to a tough and feisty fairy who doesn't always see eye-to-eye with her father, the Fairy King. "Marianne is a born leader-royal bloodlines and all," says executive producer George Lucas. "She's very strong. She's decided not be someone's doormat and be her own person. She's a warrior."

Adds Rydstrom, "To fall in love is to be vulnerable and Marianne doesn't want to be vulnerable."

Evan Rachel Wood was tapped to give voice to Marianne. "She blends the spirit of youth with this don't-mess-with-me attitude," says Rydstrom of the actress. "When you hear her voice, you immediately like Marianne and want her to find what she's looking for-and on top of that, Evan is an awesome singer."

Wood tackled a range of songs, from Dionne Warwick's "I'll Never Fall in Love Again" to Heart's "Straight On." "My favorite musical number was doing 'Wild Thing' with Alan Cumming," she says. "I'm a huge fan of his and just hearing our voices doing this really fun rock duet was a treat for me."

"What a voice," says de Vries of Wood. "She has so much spiky energy and attitude."

Wood was challenged with taking a naïve and somewhat uncoordinated character to a strong and savvy rebel who insists she'll be just fine on her own. And though Marianne claims she's done with love, her sister Dawn-much to Marianne's dismay-is not. So Marianne takes it upon herself to look out for her lovesick little sis, which isn't easy.

"I have a little sister and we have a very special bond," says Wood of her real-life sister. "You have to look out for each other."

In her quest to protect Dawn, Marianne finds herself in the Dark Forest, face-to-face with the Bog King himself. While she claims to be unimpressed, she actually has a lot in common with the cantankerous king.

SUNNY is an elf with a big heart and a serious crush on his best friend Dawn. Though full of spunk with energy to spare, Sunny doesn't have the guts to share his true feelings for Dawn. "I think we can all relate to Sunny," says Rydstrom. "He'll do anything for Dawn-including setting her up with other guys-because he secretly hopes that someday she'll love him too."

Sunny is an unstoppable elf, driven by his love for Dawn to do things he never imagined. Overcoming his short stature and a fantastic array of obstacles, he makes his way to the Dark Forest on a quest to reignite the creation of the long-lost love potion.

Elijah Kelley fills the elf's shoes. "I had worked with Elijah Kelley on 'Red Tails,'" says Lucas. "He's a great song and dance man; he's funny. He's great as Sunny. He's just a terrific actor."

"'Three Little Birds' is my favorite song," says Kelley, "because it's the song Dawn and Sunny sing together. It features a range of emotions-cool to frantic to scared-all while trying to be tough because Sunny's still trying to impress Dawn."

"He threw us so many amazing curveballs that nobody could have predicted," says de Vries of Kelley's performances. "He has endless inventiveness." Says Kelley, "I wanted Sunny to have a piece of me, so it was nice that [director] Gary [Rydstrom] allowed the emotions to emerge in a scene. Being able to ad-lib-throw jabs here and there-added fuel to Sunny's fire. I scream a lot in this movie."

DAWN is a little flighty-even for a fairy. Boy crazy and naïve, Dawn is the utter opposite of her big sister Marianne. "Dawn is in love-with love," says Rydstrom. "She's a big flirt. Every day she has a new crush, hoping that-just maybe-he's the one."

Meredith Anne Bull provides the voice of Dawn. "She doesn't have a lot of responsibility yet in life," says Bull of her character, "so she focuses on friends, her sister and boys. That's Dawn's whole world."

"Dawn is a wonderful character," says Rydstrom. "Meredith's voice combined with Dawn's whole look-I fell in love."

Bull is called on for a host of happy songs, including "I Wanna Dance With Somebody" and "I Can't Help Myself (Sugar Pie Honey Bunch)." "Marius de Vries is super funny and crazy talented," says Bull. "It's been really awesome working with him."

De Vries calls Bull an extraordinary new discovery. "She has such precision and focus," he says. "She is effortlessly emotive when she's singing."

ROLAND has good hair. Just ask him. He dreams of being king and leading his very own army, but his wandering eye-and lips-puts an end to his engagement to fairy princess Marianne. Handsome and confident atop his loyal squirrel steed Chipper, Roland is sure he can charm Marianne back into his arms where she belongs-and make his way to the throne in the process.

Sam Palladio provides Roland's voice. "It is great hearing Sam do a southern accent," says Miller. "He just nails it. He had so much fun with the role, dialing the Elvis within Roland up and down as the scene required."

"Roland is quite a character," says Palladio. "He's the anti-Prince Charming. He presents himself as this southern gentleman with class and sophistication, using lovely, long words that make him sound intelligent. But his desire to rule and to have a beautiful woman on his arm lead to some poor choices.

"Roland thinks the world of himself," continues Palladio. "He spends far too much time looking in the mirror. I suppose he's the bad guy of the group, but he'd think he's just misunderstood-he just wants what he wants. Roland loves showing off. He loves being the center of attention. He's all face and no heart, but he looks damn cool doing it."

Palladio teams up with Wood for a duet of the classic song "Can't Help Falling in Love."

SUGAR PLUM FAIRY is in a bit of a pickle. Known for her ability to create a magic love potion from the petals of primroses, Sugar Plum Fairy apparently neglected to warn Bog King of the potion's dangers. Following a mysterious event some time ago, Bog locked her away in an effort to do away with love forever. But this magical matchmaker hasn't lost hope, naturally.

"She's gone a bit crazy over the years," says Rydstrom. "But she's still a passionate and ethereal character."

Kristin Chenoweth lends her voice to Sugar Plum Fairy. "My character is kind of tough to visualize, as she is ever-changing," she says. "I focused on her goal: To get out of her current situation! It's so fun."

"We wanted Sugar Plum Fairy to be different from the other fairies," adds Lucas. "She's a bit more magical, surreal-a little more Salvador Dali."

Rydstrom says the character had a heavy load to carry. "She had to be funny and be able to sing the heck out of a song," he says. "So we needed Kristin to fill the role. We knew she was going to have a big moment singing 'Love Is Strange'-it's a big showpiece. One of the many pleasures of making this movie was getting to be in the same room with Kristin while she sang."

"I love the song 'Love Is Strange,'" says Chenoweth. "I believe I first heard it as a kid in a movie. Then I found out I would be singing it-the perfect song for the character who has some strange magic herself."

"Kristin caught the strangeness of love wonderfully," adds de Vries.

GRISELDA, Bog's loyal, loving and occasionally meddlesome mother, wants only the best for her baby boy-and she's always looking for his perfect match. As far as she's concerned, everyone deserves to be loved. "What I really like about Griselda," says Rydstrom, "is that she's the one person in the Dark Forest who hasn't given up on love. She may look and sound homely, but underneath, she's the most romantic character in the story. "

Maya Rudolph provides the voice of Griselda. "I'm a sucker for Griselda's message of love," says Rudolph. "The idea is that love isn't exactly what you think it will look like. It's a great message for kids to learn that things aren't always what they seem."

Rudolph was tasked with finding a unique voice for Griselda-but it wasn't easy. "Gary [Rydstrom] and I collaborated on her voice, which is bigger than she is. She has a gutsy attitude, a lot of hutzpah and she's comfortable in her skin. But she has something in her throat-a frog-like quality.

Singing in Griselda's voice is a challenge-it's murder on my throat."

Rudolph was called on for both "Tell Him" and "Love Is Strange." "It was so hard for Maya to sing a song like 'Tell Him' in Griselda's raspy voice," adds Rydstrom. "But she really nailed it."

FAIRY KING may have the toughest job of all-and it has nothing to do with heading up an entire kingdom. As dad to two daughters-one who's written off love and another who is obsessed with it-Fairy King doesn't have a chance. All he wants is for his girls to be happy.

Fairy King is voiced by Alfred Molina. Says Rydstrom, "I think he drew on his experience as a parent. Sometimes you want so much for your child, but you don't understand them."

STUFF and THANG are Bog King's right-hand goblins. "Any good leader needs an assistant," says Rydstrom. "So I figured Bog would need two."

Rystrom says Stuff, who's voiced by Bob Einstein, takes charge of the duo. "He wants to make sure-in a classic Oliver Hardy kind of way-that he never gets in trouble. So he makes Thang do the dirty work."

Thang, voiced by Peter Stormare, has a huge mouth filled with a slew of teeth. "He's strange-looking-a bit ugly, but in a cuddly sort of way," says Rydstrom. "He's perfect for animation."

Rydstrom adds that Einstein and Stormare recorded their scenes together. "They were quite the ad-libbing comedy team," says the director. "We recorded enough funny material from them for four more movies. They also did a splendid version of 'I've Gotta Feeling' for the film-despite their trepidation to sing."

BRUTUS is the biggest goblin of all. Says Rydstrom, "He's got a good heart. He'd like to eat fairy princesses, but that's not his fault. He's a goblin."

Kevin Michael Richardson provides the voice of Brutus.

IMP has issues. A squeaking ball of mischief, Imp shows up at the worst possible times to wreak havoc. "I'm not sure what he is, exactly," says Rydstrom. "His goal in life is to cause trouble."

Brenda Chapman is behind the ornery imp's signature squeak.

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