There are still elephants and clowns, but they're among the few conventional remains of the Ringling Bros. and Barnum & Bailey Circus that begins its Los Angeles run next month.

The $15 million makeover of the "Greatest Show on Earth" undertaken largely by Angelenos is more overhaul than grease paint. The show now features a continuous storyline, a hip-hop musical score and high-tech mixed media displays on a 24-foot video screen. The lions and tigers are gone (though the 6-year-old lawsuits brought by animal rights activists are ongoing) and a mistress of ceremonies former "American Idol" finalist Jennifer Fuentes has supplanted the ringmaster. That makes sense, since the three rings are history, too.

Los Angeles director Shanda Sawyer, who with local writer Bradley Zweig and costume designer Colleen Atwood guided the remake, said that market research drove some of the changes.

"People felt their lives were already a three-ring circus," she said. "They wanted the entertainment to have more of a focus, something that could all be enjoyed at once, rather than a cacophony of things competing for attention."

The revamped show, titled "Circus of Dreams," is clearly designed to capture the attention of a younger, digital-era crowd.

"We had to do something to compete for kids' attention. Today there's so much going on in their world; we had to make the show relevant," said 28-year-old Nicole Feld, Ringling's co-producer, who is being groomed to eventually take over the family business from her father, Kenneth. She said that it was artistic, rather than box office, concerns that drove the modernization of the 136-year-old show, which played to a total audience of 11 million last year.

"There isn't anything else like it in the world, and if people are cutting back on their entertainment dollar it typically doesn't affect us as much," Feld maintained about the once-yearly event. "Other people's loss has been our gain."

The Feld family, which has run the production of "The Greatest Show on Earth" since 1956, bought the circus from the Ringling heirs in 1967. Patriarch Irvin Feld sold Ringling to Mattel Inc. in 1971 for $47 million, but continued to run the company, and the family eventually bought it back in 1982 for $23 million. Nicole Feld's father, Kenneth Feld, took over as chief executive in 1984.

Fresh viewpoint

To capture the attention of a tech-savvy generation, Feld Entertainment Inc., turned to a creative team anchored by Los Angeles-based Sawyer to create a plot that would pull younger audiences in. The team member's comedic TV and film background was seen as a major plus.

"We needed fresh eyes, people who hadn't worked on a circus before," Feld said. "My dad's been doing this for 40 years, me for less, but it's still what we know, which is a blessing and a curse."

While cynics might suggest the circus was looking to cash in on the success of the animal-free and artsy Cirque du Soleil, Sawyer strongly disagreed.

"Absolutely not," Sawyer said. "We are such different marketplaces; our audiences are younger and families. Ringling Bros. and Barnum & Bailey is an American tradition, it really is its own unique style and experience. It's very different from Cirque du Soleil."

Feld said Ringling's demographic was much broader than the one targeted by the French Canadian troupe.

"That's a niche audience," she said. "We appeal to all different income levels and ethnic or demographic types. We're much broader."

Sawyer said her sole directive was to engage the audience in a more singular, focused way. The show's new plotline is about a modern family that dreams of joining the circus and discovers their respective big top talents. Still, Sawyer said that she and the creative team wanted to tread lightly with respect to tradition.

"Ringling Brothers is an American national treasure; it's older than baseball," Sawyer said. "We're using this new cutting edge technology, new set designs and costumes and have new direction, but wanted to stay true to the roots and iconography of the circus."

Sawyer, whose TV credits include Bravo's "Queer Eye for the Straight Girl" and ABC's "Extreme Makeover," said that she incorporated video and redesigned visuals to capture what she calls "retro glam mystique" of the American circus.

Sawyer got the first call from Ringling in January 2005 and by that March had started creative work on a story concept. Sawyer connected with Atwood through mutual friends in Hollywood, and said she as lucky to catch her between projects.

Atwood, who won Academy Awards for costume design for "Chicago" in 2002 and "Memoirs of a Geisha" in 2006, is considered at the top of her field. She's worked with Tim Burton and Jonathan Demme several times and created elaborate getups for high-concept films like "Mission: Impossible III," "Lemony Snicket's A Series of Unfortunate Events," "Big Fish," "Planet of the Apes" and "Edward Scissorhands."

Sawyer said Atwood's attention to detail and love for the circus made her a perfect choice.

"She has an amazing sense of elegance and drama that sets her work apart, but it's also a sense of sophistication, even for things that are to be fun, innocent and sweet," Sawyer said.

Building buzz

The remake took most of the year and entailed crisscrossing the globe for acts.

Tim Holst, the circus' vice-president of talent and production, traveled to South and Central America, Russia and China to seek out talent. He returned with acts like the troupes of Chinese acrobats and Cossack riders for the show.

For nearly two months, the performers, designers and directors were sequestered in Florida while the updated acts were secretly perfected. Feld said that being cloistered helped keep the changes a surprise and created a nearly palpable buzz around the show's opening a valuable marketing boost for a show that hasn't seen a major change in 50 years, since Irving Feld moved the circus from tents to arenas.

"Circus of Dreams" debuted at New York's Madison Avenue in April to generally positive reviews, though some traditionalists quibbled.

Feld said the circus would continue to evolve.

"The hardest thing to do is surprise people and that's what we want," Feld said. "Everything is an evolution. What will unfold before you each year will be different from the year before."

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