Ellen Greene (Pushing Daisies))
Vincent Gardenia (Moonstruck)
Steve Martin (Cheaper By The Dozen)
Tichina Arnold (Wild Hogs)
Jim Belushi (Red Heat)
John Candy (Spaceballs)
Christopher Guest (The Princess Bride)
Bill Murray (St. Vincent)
Miriam Margolyes (Babe)
Stanley Jones (Super Friends)
Danny John-Jules (Red Dwarf)
Audrey II continues to grow rapidly and Seymour becomes a local celebrity. Seymour soon attempts to ask Audrey out, but she turns him down because she has a date with her sadistic, mean-spirited dentist boyfriend Orin Scrivello (Steve Martin). Despite this, Audrey is interested in Seymour, as well as dreams of marrying him and escaping Skid Row. After Seymour closes up shop, Audrey II (Levi Stubbs) begins to talk to Seymour, demanding more blood than Seymour can give. The plant proposes Seymour murder someone in exchange for fame and fortune: Seymour initially refuses, but agrees upon witnessing Orin beating Audrey.
After Orin was finished with his patient, Arthur Denton (Bill Murray), who requested “a long, slow, root canal”, Seymour books an appointment with Orin and arms himself with a revolver: however, he cannot bring himself to use it. Orin, who abuses nitrous oxide, puts on a type of venturi mask to receive a constant flow of the gas. Accidentally breaking an intake valve and unable to remove the mask, Orin begs Seymour for help removing it, but as Seymour just stands there. When Orin asks Seymour what he ever did to him, Seymour coldly replies, “Nothing, it’s what you did to her.” Orin dies from asphyxiation and Seymour drags his body back to Audrey II. While dismembering the body for the plant, Seymour is unknowingly witnessed by Mushnik, who flees in fear.
After feeding Orin’s parts to Audrey II, Seymour discovers the police investigating Orin’s disappearance. Audrey, feeling guilty about wishing Orin would disappear, is comforted by Seymour and the two admit their feelings for each other. That night, Mushnik confronts Seymour about what he saw and holds Seymour at gunpoint, threatening to report him to the police. Mushnkik then attempts to blackmail Seymour, giving the option to flee the country in exchange for the ownership of the plant. With no choice, Seymour steadily backs him towards the plant, which swallows Mushnik whole.
Despite widespread success, Seymour worries about Audrey II’s growth and unstable appetite. Offered money and a contract for a botany TV show, Seymour plans to escape Skid Row with Audrey using the money, leaving the plant to starve. After Audrey accepts Seymour’s marriage proposal, Audrey II catches Seymour leaving and demands another meal: Seymour agrees, but insists on meat from a butcher. While Seymour is gone, the plant calls Audrey, coaxes her into the shop, and then tries to eat her. Seymour, returning in time to save Audrey, escapes the store with her. Explaining that he fed the plant to become successful and win Audrey’s heart, Seymour discovers she has always loved him. Approached by an executive from a botanical company named Patrick Martin (James Belushi), Seymour is offered a contract to breed Audrey II and sell the saplings worldwide. Seymour drives Martin away, and realizes he must destroy Audrey II for the sake of humanity.