Director Jon Engstrom still recalls auditions for the first production by Civic Light Opera of South Bay Cities. It was 1992 and the show was "Mame." Only two men showed up for potential ensemble roles, and Engstrom needed a dozen.
"I asked all the women there if they had boyfriends that might want to audition," Engstrom recalled. "When they showed up, if they were ambulatory, I took them."

Things have changed. There's no longer a shortage of actors vying for roles. In fact, when Engstrom asked Executive Director James Blackman III for a whopping 30 children for his cast of "Oliver!" -- double what most productions would employ -- the response was an immediate "yes."

"I want the stage overcrowded with orphans," said Engstrom, who has directed about 10 shows for CLOSBC, including "Oliver!," which opens in previews Wednesday at the Redondo Beach Performing Arts Center. "And I told James I also wanted girls as orphans. He was OK with that, too."

As for adults, the cast includes Stephen Breithaupt, who won an Ovation Award last week for his performance in "It Came From Beyond," and Misty Cotton, a previous winner of an Ovation award for Los Angeles theater.

In total, more than 50 performers will be on stage as CLOSBC ends its season with Lionel Bart's masterpiece, which premiered in London in 1960, headed to Broadway three years later, and became an Oscar-winning film in 1968.

Based on Charles Dickens' novel, the musical follows the path of a young Oliver (Quintan Craig), who escapes from an orphanage and winds up in a gang of pickpockets run by the devious Fagin (Breithaupt). The orphans are all enchanted by Nancy (Cotton), one of Fagin's former gang members, who is in love with the evil, violent Bill Sikes (Robert Clink).

"Oliver!" was far and away Bart's most popular musical. He sold the rights to help finance his show "Twang," which was a major flop. A longtime alcoholic -- he became sober late in life -- Bart died in 1999 at age 68.

His songs from "Oliver!" remain some of the most memorable from 20th-century musicals, including "Food, Glorious Food," "Where Is Love" and "You've Got to Pick a Pocket or Two."

CLOSBC produced "Oliver!" in its first season, when the company was virtually unknown. This time around, Blackman held open auditions for the orphans at the Manhattan Village Mall in Manhattan Beach.

"I didn't know what to expect, but I was surprised when all these professional-acting kids showed up with music charts," Engstrom said. "It turned out that most of the kids we cast came from that audition. James [Blackman] said the South Bay had given him so much that it was a great way to give back to the community."

Finding the adult leads wasn't difficult either.

"I had my pick of several great Fagins," Engstrom said. "I didn't know Stephen at all. When he walked in I thought he was wrong for the part, because he was too tall and leading-man looking. But as soon as he started singing 'Reviewing the Situation,' I knew he was the one."

Cotton, who was in a show at the time, flew from Utah to California and met with Engstrom for only 10 minutes.

"It was just like with Steven," he said. "I knew immediately. And I know now that my instincts were right."

The biggest challenge, Engstrom said, is having enough rehearsal time. Union rules state that children can rehearse only 20 hours a week, so they were brought in a week before the adults.

"I was told that you only get about two good hours out of kids, maybe three, before they lose focus," said Engstrom, a former Broadway dancer, who also is the show's choreographer. "And it's true. But they listen and take direction well."

Another difficult task for the director has been setting the right tone for the show.

"The truth is it's not really a show for kids," he said. "But it's the holidays and families will be coming. I don't want to candy coat the show, but I need to be careful."

Straddling the line between the seamy side of Dickens' story and Bart's often playful songs is not easy, but Breithaupt said he believes they are up for it.

"Most civic light operas dream of having this much talent in one show," he said. "The chance to see "Oliver!" with this huge, incredible cast is reason enough to go."

ON STAGE

What: "Oliver!"

When: Previews Wednesday through Dec. 1; regular run opens Dec. 2 and continues through Dec. 17. Show times are 8 p.m. Tuesdays through Saturdays, 7 p.m. Sundays, with 2 p.m. weekend matinees (except Dec. 10).

Where: Redondo Beach Performing Arts Center, 1935 Redondo Beach Blvd.

Tickets: $32.50-$42.50 for previews, $37.50-$47.50 for the regular run.

Information: 310-372-4477 or www.civiclightopera.com.

Jeff Favre is a freelance entertainment writer based in Los Angeles.