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BareBones performers unfurled a 40-foot lantern puppet during a tech/dress rehearsal at Hidden Falls Park. A turn off Mississippi River Boulevard into the North Gate of St. Paul's Hidden Falls Park leads you down a sloping road. A park pavilion appears to the right. Past that, toward a cul-de-sac of grass awash with fallen leaves and flanked by a wall of trees, the park is being transformed into another world.

There's a blue tent near the treeline, where members of a rag-tag orchestra gather. They break into a rendition of "When the Saints Go Marching In."

Next to the tent is a 15-foot white cylinder made of cloth, suspended from a tree by thick orange rope. This is one of three large cocoons, from which moths, portrayed by actors on stilts, will sprout forth.

Closer to the pavilion, the still-unfinished skeletal structure and head for what will be a very large wolf -- big enough to eat people -- is lying on the ground. It wouldn't be out of place in an elephant graveyard. Nor would the 20-by-40-foot lantern puppet, which could pass for a small airplane if not for its creepy blank visage. Soozin Hirschmugl is hard at work on this puppet -- which will require at least 10 puppeteers to operate. "Everything is getting closer," she says.

The sun was descending and the air was growing chilly during the first tech/dress rehearsal for the 16th annual BareBones Halloween Show. The park is awash with puppets, masks, stage lights, adults and children. Directors Christopher Allen and Lelis Brito gather their troops to "circle up." Once everyone is together, Brito asks the group to loosen up by dancing around. The circle moves in one harmonious direction; everyone laughs.

The BareBones show, which opened last weekend, continues this Friday and Saturday, and Hidden Falls Park will be flush with hundreds of audience members ready to experience another great giant-puppet spectacle.

"What's great about BareBones is that it's a community effort," says Allen. "And it's a great outlet as an artist."

BareBones is a nonprofit collective of visual and performing artists, with a cast and crew of more than 150 for the Halloween show. The group mainly works out of Bedlam Theatre in Minneapolis, and produces sections of parades, outdoor installations and spectacles marked by puppets of epic grandeur and DIY construction.

Since Sept. 22, this community of creatives has been hard at work, tucked into the back of Bedlam among a rabble of props and raw materials, making dozens of wolf masks and much more.

Volunteers seem to show up every 15 minutes or so throughout the day at an Oct. 3 workshop, bringing an impressive enthusiasm, desire and passion to create. Foil, newspaper scraps, paper grocery bags and the key ingredient -- papier-mâché -- are used to make smaller wolf masks. People take turns dipping strip after strip of newspaper into the starchy, milky-white paste, then laying them across the masks. Once formed, each mask fits like a glove into the previously completed one, in an assembly line of drying wolf faces.

The group is having fun, listening to music, sharing ideas and working hard. They are also mourning the death of a friend and BareBones colleague, Loren Kellen, who passed away the previous day at age 61 from a heart attack. Mark Safford, who's been involved with the Halloween show every year since its inception, is clearly shocked and in dismay by this loss. The group talks about Loren as they plug along.

The small space -- messy and riddled with plastic, hoses, hula-hoops, staples, metal wiring, rubber, tape, sewing machines, old clothes, pieces of wood, stilts and padding -- is a cluttered hive of construction. When new people show up, they almost always bring new materials to be used. A mop, for instance, is thrown in the corner. It may prove useful.

Several volunteers are stapling quarter-inch thick white cardboard strips onto the back of a larger wolf mask that is in the infancy of its construction. The strips are fitted to the head of one performer as he tries on the mask. It's a good fit, he says, as he shuffles about, flailing his arms in a sort of test dance.

Last year's BareBones show was loosely based on the tale of Jason and the Argonauts. It raised several difficult questions about murder, hunger and sacrifice, juxtaposed with fire-breathing bulls, fire battles with swords clashing, and a rowdy group of dogs. As impressive as the puppetry was, the dangerous fire and stunt work also deserved admiration.

This year's show is titled "Devoured." It's being touted as a collaborative musing on how and when we accept death in our lives. The audience is encouraged to come dressed in red -- Little Red Riding Hood is a main point of reference this year, along with wolves/werewolves and the Egyptian god Anubis.

Douglas Saldana has been instrumental in getting the story and research together for the show. He says the group started by drawing inspiration from legends of werewolves and other forms of therianthropy (metamorphosis of humans into animals, especially carnivores). "Thematically, we were interested in the werewolf as a symbol of the outsider," he says.

But then the group hit a dead end. They worried werewolves wouldn't be enough to support the epic narrative and iconography of this visual pageant. After a lot of research, it was decided to expand from werewolves to the broader topic of wolves in mythology and fact. Once a connection was made between wolves and their prey, the theme of understanding death came together.

Then came Little Red Riding Hood. Saldana's research of the many iterations of this classic story proved useful, as he couldn't ignore the predator/prey relationship between the wolf and Red Riding Hood.

Anubis, the jackal-headed Egyptian god of the underworld, was next, after the group realized its connection to the half-animal, half-man nature of werewolves. Anubis is the god of embalming and also judges the dead by weighing their hearts against a feather.

Some of the major puppets in the show were tested and evolved throughout the workshop process, says co-director Brito. The 13-foot-tall Anubis puppet, for instance, has taken on several stages in development. The rehearsals are a testing ground where the players work out what the story will be. They also discover how the puppets will work best in the show.

"We want audience participation," says Allen. "The movement, the journey, is really important this year. We want the audience to move into another world."

The basic narrative of "Devoured" is broken down in to seven sections, building to a climax that will (literally) move the audience to the banks of the Mississippi, where they will be encouraged to call out the names of the dead. Along the way, audiences will be treated to pyrotechnics, fantastical narratives and fresh takes on legends we all know. There will be several dance sequences, inspired by Bollywood musicals. A 35-piece orchestra will provide an original score. At the end of the show, the audience will be led to the pavilion to hear the Brass Messengers play during the reception.

"Halloween, for us, is a really important time of year, when we can feel able to reflect on the dead," says Allen. "It'll be a powerful moment. And celebratory."