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he first time actor Rod Gnapp went on for Sean Penn in Sam Shepard's The Late Henry Moss at the Magic Theatre in San Francisco, he was totally prepared (he also had a small role in the play) and thrilled. But when the announcement was made that "Sean Penn's role will be played by Rod Gnapp," a collective groan came from the audience. The next three or so times Gnapp went on for Penn, he stuck his fingers in his ears in advance.

That is only one of the challenges you might face if you're an understudy. Others are learning the role with little help or guidance and no rehearsals before opening; walking the fine line between not imitating the actor you're covering and maintaining the production's integrity; perhaps never going on at all after all your hard work, or being called to go on at the last minute; possibly getting no pay unless you go on; and being a bit of an outsider in the cast if you're not part of the ensemble.

The rewards, though, can be great. You'll probably learn new things about the craft of acting, and you may increase your chances of getting cast in principal roles at the theatre where you understudy.

Different regional theatres have different understudy policies. San Francisco's American Conservatory Theater, where Gnapp is currently understudying three roles in 'Tis Pity She's a Whore (and appearing in the ensemble), is a LORT A venue whose Equity contract requires Equity understudies. They are expected to be off book by opening night, attend four performances a week, rehearse twice weekly with the understudy cast during the run, and be on call for every performance. Across the bay at California Shakespeare Theater, a LORT C company, the requirements are similar, but understudies are nonunion and are paid only if they perform.

"It's a special muscle that you use in understudying," says Gnapp. "There's no body memory. It's all in your head." He compares the experience of watching rehearsals and then finally going on to the difference between watching a car race and then getting in the car and looking through the windshield. "Nothing looks the same," he says.

Watching rehearsals, Gnapp takes careful note of generally agreed-upon objectives, actions, and given circumstances. "I don't have to imitate him," he says of one of the actors he's covering. "I just have to know what he's doing: seducing, lying, tricking, educating—whatever the verb might be." He listens to everything the director tells the actors. If Gnapp is really confused about something, he might ask the actor, but mostly, Gnapp says, "I try to absorb things like a sponge. Sometimes asking questions doesn't necessarily bring clarity. It's about just watching, going through that gestation period."

At the Alliance Theatre in Atlanta, Adam Fry never went on when he understudied both male roles in Jacques Brel Is Alive and Well and Living in Paris in 2007. But he wanted the challenge of working on the roles of a younger and an older man, one a baritone, one a tenor. He knew it would make him grow as an actor.

It was a tough assignment, Fry says: "Normally, you have a director helping you along, giving you characterization ideas, a musical director teaching the harmony. Here I just sat with a digital recorder, taking everything in. Then I'd go home and listen to the rehearsal on my iPod." Given the four-hour rehearsals, he now wishes he'd organized his recordings into tracks to avoid the tedium of fast-forwarding to find what he was looking for. Fry also filled many notebooks with blocking notes, only to come to rehearsal several days later and find that everything had been changed. If he does understudy again, he'll take more-detailed notes rather than relying on mostly Xs and arrows. It was particularly hard for him to remember the choreography when he was practicing it at home.

Was it frustrating to never go on or was it a relief? "I was a little frustrated," admits Fry. "You do all that work and would love to showcase it. But it would have been the most nerve-racking experience of my life."

Another actor at Alliance, Kathleen Link—an Equity membership candidate who recently understudied there in Doubt as the younger nun—also never went on, but for her it was an enormous relief. "I can think of nothing more terrifying," she says. Link took the job because of the play, because Artistic Director Susan Booth was helming, and because it was a good opportunity to get back into performing after having a baby. The hardest part, she says, is figuring out how to stay true to the direction and yet make the character your own. She tried to do the latter in little ways, in terms of gestures—"putting myself as an artist into the character, as I would in any case, while respecting the direction," she says.

Though it was unnerving to know on performance nights that the proverbial shoe could drop at any moment, Link also relished the opportunity to sit back and watch rehearsals from an outside point of view. "You learn good things and bad things," she says. "You can see whether an actor is really understanding what a director's saying and nailing the note, and you can see the frustration on both parts when communication isn't clear." Would she understudy again? "I'd consider it. But it's a lot of work, a lot of commitment."

Since 1995, actor Leslie O'Carroll has appeared in a few shows a year for the Denver Center Theatre Company, a LORT B company, and recently understudied Mistress Quickly in The Merry Wives of Windsor. This theatre often assigns understudies from within the cast, but knowing that the actor playing Mistress Quickly would be undergoing chemotherapy, the theatre hired O'Carroll from outside. She turned down a role at another theatre to understudy her friend and support the company. In this case, there was no suspense: O'Carroll knew she'd go on—16 times, it turned out. In the past, however, she's understudied and never gone on.

"I like to know how the actor is making her decisions so I'll know what's behind them," O'Carroll says. "It's my job to do the show as close to the original actress as I can, to make sure the other actors aren't thrown by anything I do. It's their show. I'm not there to make my own choices." That's difficult, though, and when an actor gets that call, it's easy to panic. Even though she was as prepared as she's ever been for Mistress Quickly, at the first performance O'Carroll began by talking too fast. "It's mind over matter, trying not to let the panic run away with you," she notes. You have to relax: "I like to walk the blocking on the set and just sit on the stage and get my bearings so I won't be freaked out by the audience," she says, adding that she also reminds herself that if something goes wrong, the other actors will bail her out.

Gnapp learned a few important lessons while understudying. "There will probably be mistakes," he says. "You have to walk out on the stage and just make yourself available to the other actors. If you're all in your head and trying to be so true to your homework and the lines, you sacrifice that moment of being out there listening to a living human being who's talking to you. At a certain moment you have to trust that you either know it or you don't. It's a leap of faith. You have to think, When it comes time to talk, I'll say the right thing or some semblance of it. It takes that deer-in-the-headlight look off your face. You might even have a good time."

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