Ernie and Bert, Kermit the Frog and other iconic Sesame Street characters are indelibly associated with childhood. So, too, are the many memorable Muppets that followed them.

However, their creator Jim Henson started out in Puppetland doing adult material. It's to those bluer, more risqué roots that Henson's son, Brian, has returned with Puppet Up! – Uncensored, a largely improvised R-rated variety show that runs at the Panasonic Theatre in Toronto Oct. 22 through Nov. 3. Correspondent Michael Posner sat down recently with Henson, co-creator and director Patrick Bristow and puppeteer Leslie Carrara-Rudolph discuss the show:

Tell me about the show.

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Henson: The stars are the six puppeteers and, over 80 or 90 minutes, the audience develops a relationship with them. But they're making use of up to 85 different puppets that are on stage. The audience can go back and forth, watching either the puppeteers directly or the characters talking to each other on a screen projection.

What are the show's origins?

Henson: We actually didn't set out to create a stage show. We set out to find a new tone of comedy for puppets. I'd been a little frustrated that the puppeteers were becoming script-bound, and losing their ability to ad lib and thus to develop characters. They were waiting for the writers to give it to them. It was not good enough, frankly. And it was my wife [actress Mia Sara] who told me that we needed to fix the performers and develop their improv skills. And she went on a hunt and found Patrick, who had been with the [Los Angeles comedy troupe] the Groundlings.

Bristow: That was eight years ago, but the puppeteers took to it like ducks to water. It didn't take long at all for them to find a new comedic voice. Our first demo was done after about three months.

Henson: We did some workshops and they went very well, and it kind of organically grew into a show. The Aspen Comedy Festival invited us to play there, and then the Edinburgh Fringe invited us. And we've developed it over the past six years. The show has a few set pieces, but even those are partly improvised.

The name of the show at one point was Stuffed & Unstrung. Why did it change?

Henson: It actually started as Puppet Up, which is an organic term the first assistant director normally calls out on the set, just before we call 'action.' It's the last call because it's really hard holding the puppets up, particularly the heavy puppets.

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Bristow: Now, it's kind of a battle cry, a slight bastardization of the original usage, and the entire audience says it.

Henson: We used that name for the workshops and then changed it to Stuffed and Unstrung because I wanted a title that was more adult in nature. I didn't want an R-rated show with a kidsy title. So we played it under that title for a couple years. But ultimately, I was wrong, so we changed it back, but added the Uncensored, to signal that it's not for kids. And we say, in the promotional literature, that the show is not recommended for kids under 16, though that remains at parents' discretion.

I thought it might be a deliberate echo of a popular phrase with a four-letter word, as in, "Don't puppet up."

Carrara-Rudolph: I'm shocked, completely shocked.

Henson: That never occurred to us.

Bristow: Your brain is one puppet-upped brain.

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How blue is the show?

Henson: That depends on the audience, because most of the show comes from their suggestions. We don't try to use bad language or make it R-rated. The set pieces are not blue. They're actually recreations of early pieces my late father [Jim Henson died in 1990] did, and they are not particularly blue. But it's a very interactive show, and inevitably, audience suggestions will pull us in an adult direction. It's what makes everyone laugh the hardest. But we don't deliberately try to go there.

Examples?

Bristow: Oh, a Brazilian wax that goes wrong. Or someone confronting their husband's mistress. So it can be darker, more subversive and edgier than we would ever do with kids.

Carrara-Rudolph: I actually got a divorce over a bad Brazilian wax, so I bring truth to everything I do on stage.

So your performers need at least two skill sets – manual and vocal dexterity for the puppets, and sharp improv comedy skills.

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Henson: It took a while to build the cast. But now, when people audition for us, we have puppeteers who want to develop their improv skills, and improv comics who want to learn puppeteering. So we cross train.

Bristow: Learning to puppeteer is like learning a musical instrument. To do it well requires years and years. There are new neural pathways that have to be grown.

Carrara-Rudolph: It's like learning a whole new vocabulary above your head.

In traditional improv, the performers themselves cue the end of the sketch. How is it done here?

Bristow: I'm the host and I call the end of the sketch. So I can't zone out. I have to be on my toes. But it's very hard for the performers because they can't make direct eye contact with each other.

Carrara-Rudolph: To connect with the person next to us, we have to look down at the monitors to see what is happening above our heads.

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Bristow: It's really hard and that's why I don't do it. Their eyes are like Ping-Pong balls with black felt circles stuck on them.

Carrara-Rudolph: And our retinas don't work.

This would be a show your late father would have approved.

Henson: He would have loved it. The first show he did, with my mother, was at 11 p.m., and it was naughty and subversive and adult, and then he cleaned it up so it was in the subtext, rather than the text. That was the success of the Muppets because people said, 'I know what's really going on in there.' So we say this show celebrates the other side of the Jim Henson company – a side never publicly on display until now.