Disc One1. Overture2. Merrily We Roll Along . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Company3. That Frank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Frank, Mary & Guests4. First Transition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Company, Mary, Charley & TV Newswoman5. Like It Was . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mary & Charley6. Franklin Shepard, Inc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Charley & K .T .7. Second Transition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Company, Frank, Charley & Mary8. Old Friends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mary, Frank & Charley 9. Growing Up . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Frank & Gussie10. Third Transition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Frank, Jr . & Company11. Not a Day Goes By . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Beth, Frank & Judge12. Now You Know . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Mary, Frank, Charley & Company

Disc Two1. Entr’acte2. Gussie’s Opening Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gussie3. It’s a Hit! . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Joe, Frank, Charley, Mary & Beth4. Fourth Transition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Company5. The Blob Part I / Growing Up (Reprise) . . . . . . . . . . . . . . . . . . . . . Gussie, Frank, Charley, Beth & Guests6. Good Thing Going . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Charley & Frank7. The Blob Part II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Charley, Frank & Guests8. Fifth Transition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Company9. Bobby and Jackie and Jack . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Charley, Beth & Frank10. Not a Day Goes By (Reprise) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Beth, Mary & Frank11. Sixth Transition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mr . Spencer & Mrs . Spencer12. Opening Doors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Frank, Charley, Mary, Joe, Audition Girl & Beth13. Seventh Transition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Company14. Our Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Frank, Charley, Mary & Company

Franklin Shepard . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . COLIN DONNELL Mary Flynn . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CELIA KEENAN-BOLGERCharley Kringas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LIN-MANUEL MIRANDAJoe Josephson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ADAM GRUPPERBeth Spencer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BETSY WOLFEGussie Carnegie . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ELIZABETH STANLEYFranklin Shepard, Jr . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ZACHARY UNGERTyler . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ANDREW SAMONSKYTerry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BEN CRAWFORDScotty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MYLINDA HULLDory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RACHEL COLOFFRu . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . JOSHUA DELA CRUZJerome . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MICHAEL WINTHERK .T . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PEARL SUNMeg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PATRICIA NOONANBunker/Dancer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . WHIT BALDWINTV Newswoman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . JESSICA VOSKMakeup Artist . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MARJA HARMONPhotographer/Dancer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CHARLIE SUTTONDancer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SEAN McKNIGHTDancer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . KARL WARDENMr . Spencer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MICHAEL X . MARTINMrs . Spencer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . COLLEEN FITZPATRICKMinister . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BERNARD DOTSONAudition Girl . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . KENITA R . MILLEREvelyn . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LEAH HOROWITZEnsemble . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . WHIT BALDWIN, RACHEL COLOFF,

BEN CRAWFORD, JOSHUA DELA CRUZ, BERNARD DOTSON, COLLEEN FITZPATRICK, MARJA HARMON, LEAH HOROWITZ, MYLINDA HULL, MICHAEL X . MARTIN, SEAN McKNIGHT, KENITA R . MILLER, PATRICIA NOONAN, ANDREW SAMONSKY, PEARL SUN, CHARLIE SUTTON, ZACHARY UNGER, JESSICA VOSK, KARL WARDEN, MICHAEL WINTHER

Cast

1976–57; New York City and Los Angeles

Music Director and Conductor: ROB BERMANAssociate Music Director: BEN WHITELEYAssistant Music Director: JOSH CLAYTON

Viola: RICHARD BRICE, DAVID BLINN, SHELLY HOLLAND-MORITZ, DAVID CRESWELLCello: ROGER SHELL, DEBORAH ASSAEL

Woodwinds: ANDREW STERMAN, LINO GOMEZ, TODD GROVES, RICHARD HECKMAN, JOHN WINDERFrench Horn: RUSS RIZNER

Trumpet: DONALD DOWNS, GLENN DREWES, BRIAN PARESCHITrombone: BRUCE BONVISSUTO

Tuba: MARCUS ROJASGuitar: JAMES HERSHMAN

Bass: JOHN BEAL, DICK SARPOLAPercussion: DAVID ROTH

Drums: RICHARD ROSENZWEIGPiano: JOSHUA ROSENBLUMKeyboard: DANNY PERCEFULL

Orchestrations by JONATHAN TUNICK

Orchestra

Time & Place

Yesterday is done...Musicals are complicated beasts, and there are few things more satisfying than watching a show transform from a flop to a hit . Stephen Sondheim and George Furth’s Merrily We Roll Along is a cautionary tale about the price of success, but its evolution over three decades is ultimately a story of artistic redemption . The show that stumbled out of the gate in 1981 has become a winner – a true expression of the authors’ intent now embraced by audiences and critics alike .

Like its source material, a 1934 play by George S . Kaufman and Moss Hart, Sondheim and Furth’s musical tells its story backward, focusing on a leading man whose ambition has undermined his marriage, friendships and happiness – and showing how he got there . Getting audiences to invest in the character was a challenge; as Herman Mankiewicz said of the original play, “Here’s this wealthy [guy] who has had repeated success and earned enormous amounts of money, has mistresses as well as a family, an expensive town house, a luxurious beach house and a yacht . The problem is: how did the son of a bitch get into this jam?” But the original Broadway production of the musical Merrily in 1981 was sunk by other factors as well: a largely inexperienced cast, unattractive sets and costumes, and last-minute replacements both onstage and behind the scenes – all of it played out during an extended preview period, with the press commenting prematurely and snarkily (as users of online chat boards do now) . Rewrites came fast and furious, and although Sondheim now refers to this period as “the most fun I’ve ever had on a single show,” it ultimately became clear that Merrily We Roll Along had gotten better, but was still not right . The reviews were savage, and the production shuttered after just 16 performances . It marked the end of a remarkable eleven-year streak of Sondheim musicals produced and directed by Hal Prince .

The original cast album was recorded just after the show closed, and stripped of so many of the issues that had plagued the show onstage, Sondheim’s score was instantly reevaluated, praised and savored . Despite the bleakness of the subject matter, Sondheim had created one of his most infectious scores . Listeners hailed the rapid-fire wordplay of “Franklin Shepard, Inc .,” “Now You Know,” “It’s a Hit!” “Bobbie and Jackie and Jack” and “Opening Doors .” Equally persuasive were the heartbreaking yearning of “Not a Day Goes By” and the bubbling optimism of “Our Time”; for young theatre artists, the show’s final number proved a particularly poignant piece of writing: a reminder of the inspiration and dogged enthusiasm so necessary to sustain oneself in a life in the theatre .

Given that the show was set in a period when traditional song forms dominated, Sondheim chose to use simple pop song structures for much of the score, which also reflected the naiveté of the characters . The results proved not only memorable, but commercial . Merrily was the last of Sondheim’s musicals (or almost any musical) to have its songs recorded by pop singers prior to its opening . Carly Simon covered “Not a Day Goes By,” and Frank Sinatra covered “Good Thing Going .” “Old Friends” became a cabaret and concert standard .

But befitting a show that runs in reverse, the Broadway closing was merely the beginning .

A few years later, Sondheim’s newest collaborator, James Lapine, encouraged him and Furth to revisit the piece . Although Lapine had missed the show on Broadway, he had seen a production in New Jersey and was intrigued . Sondheim and Furth undertook a series of rewrites: the first and most significant one for a production that Lapine directed at La Jolla Playhouse in 1985 . Among many changes, including casting more experienced actors, Lapine made expert use of projections, which clarified storytelling and smoothed transitions . The title song (which now followed the Overture) was accompanied by a visual scrapbook of the three protagonists – Frank, Charley and Mary – from their formative years to the “present .” When the plot got underway in the following scene, and these three characters’ lives had spiraled downward, audiences had already seen them at their best – at their most innocent and most hopeful – and, as a result, became more invested in their journey .

Much of the work on Merrily involved refocusing the book and score on the relationship of the three friends, rather than on their professions . Originally, Charley had been the idealist, Frank the sell-out . The new show was more nuanced: less about artistic success or failure and more about the challenges of maintaining friendship and trust over time – as Lapine put it, “about growing older with your friends as life takes you in different directions .” Frank’s original opening number, “Rich and Happy,” which featured the smug composer surrounded by nasty colleagues, was replaced by “That Frank,” which set the growing alienation between Frank and Mary against a backdrop of Frank’s commercial success . And “Growing Up” was added to elucidate Frank’s interior struggle and disillusionment .

Following their success in La Jolla, Sondheim and Furth tweaked Merrily again in 1990 for a production at Arena Stage in Washington, DC, directed by Douglas Wager . Due to the high profile of the creators, there was an expectation that the production might transfer to New York . Frank Rich, who at the beginning of his career as theatre critic for The New York Times had praised the score but had given the original production a damning review, made the then-unprecedented move of reviewing the show in Washington, again negatively, foiling its transfer . Additional revisions were done in England, where it played a well-received run at the Leicester Haymarket Theatre in 1992 . Two years later, the show was finally mounted back in New York, off-Broadway, where it met with a warm reception, as it did in London in 2000, where it won three Olivier Awards, including Best Musical . A production at the Kennedy Center’s Sondheim Celebration in 2002 also boosted interest in the show . Sadly, Furth, a talented and witty writer and actor, passed away in 2008, but his work on the show had been completed .

The final version of Merrily We Roll Along, again directed by Lapine, was presented by Encores! at New York City Center for a limited run in February 2012 . And for these performances, original orchestrator Jonathan Tunick was able to revisit the show for the first time with a full orchestra of 23 musicians, as in the first production . Although Tunick originally envisioned scoring only the new songs, he ended up orchestrating the entire score from scratch, even revising the instrumentation itself to better reflect how the show had evolved over its 31-year journey . He updated the Overture – a true “song” overture,

and one of the last, and best, of its kind – and devised a new Entr’acte to match it; its final bars pit two of the score’s best-loved songs, “Old Friends” and “Good Thing Going,” against each other, brilliantly .

The Encores! cast featured seasoned performers mostly in their twenties and thirties, and in Colin Donnell, Lin-Manuel Miranda and Celia Keenan-Bolger, Lapine found a trio adept at portraying Frank, Charley and Mary at equally their most sullen and cynical at the start, and at their most innocent during the moving rooftop scene at the end . (The memorable way that these three responded to the inspiring sight of Sputnik is clearly evident on this new CD .) But something happened at this production of Merrily that went beyond the brilliant performances by actors and orchestra . There was an enthusiasm onstage – a love of the piece itself – that was palpable, and that affection spilled over into the audience . PS Classics, the label responsible for a dozen of Sondheim’s recent cast recordings, received hundreds of emails urging the company to preserve the Encores! performances on disc, and a month later, when the label announced the upcoming recording, one fan wrote to say, “Thank you for answering my prayer!” At Entertainment Weekly, Melissa Rose Bernardo had ended her rave review with a prayer of her own: “Gods of the theater, smile on us and bless us with a cast recording .” As Keenan-Bolger tweeted to her fellow cast members, “Remember when we had one of the best theatrical experiences ever and then it got recorded?”

Just two weeks before he passed away, critic Howard Kissel, who had panned the original production in 1981, had this to say of the City Center performances: “In the nearly four decades I have been reviewing theater I have seen shows revived, altered, sometimes but seldom improved . But never – until last night – have I seen one totally, gloriously reborn . This production seems the fulfillment of the promise that was always in the score . It is a powerful reminder of what our musical theater can be at its best .”

Producer Cameron Mackintosh once told Sondheim – and Sondheim agreed, in his book Finishing the Hat – that the composer had spent his life trying to “fix” the second act of Rodgers & Hammerstein’s innovative flop, Allegro, on which he served as production assistant in 1947 . As in Merrily, the main character in Allegro loses sight of his personal and professional dreams . If that’s indeed the case, then the response from audiences and critics alike to the Encores! production of Merrily was clear indication that Sondheim had finally met that challenge .

Or to put it another way, as Frank and Charley sing in the final rooftop scene:

Long agoAll we had was this funny feeling,Saying some day we’d send ’em reeling,Now it looks like we can!Some day just began.

—Sean Patrick Flahaven, May 2012

The Encores! production of Merrily We Roll Along gave me my first opportunity to revisit this remarkable score with a full orchestra . I came to the project with a better understanding of the show gained through time, and the new instrumentation – and resulting charts, all newly scored from the ground up – reflect that .

Back in 1981, Merrily had been described to me as a lighthearted, ingenuous romp, like a Judy Garland–Mickey Rooney movie: a celebration of youthful idealism . Committing the never-to-be-repeated error of setting the instrumentation of a show before I had actually heard and studied the score, I had devised from this description an instrumentation designed for a zany, artless frolic . I soon found myself working on a show that was, rather, a dark, serious study of a character whose tragic flaw, ambition, costs him his family and friends .

A quick aside . Never having been especially idealistic in my youth (I am more so now), I didn’t sympathize too much in 1981 with the loss of Frank’s integrity, merely the loss of his friends . I was of similar age to the characters in Merrily; like Frank, I attended Juilliard in the late ’50s and early ’60s . Many of my friends attended Columbia, and I was present at many parties on the rooftops of Morningside Heights tenements . I can therefore bear witness that none of us thought that Sputnik was wonderful . We were all terrified that the Russians were going to bomb us and that we would all be drafted and have to go fight them!

In 1981, I presumed Merrily would be some sort of rock musical; I ordered a Fender bass and electric guitar, and they proved pretty useless; I’ve now substituted acoustic instruments . Similarly, from the description of the show, I chose to dispense with a full string section, scoring only for three cellos . As the score proved far different from the one I originally envisioned, I’ve now added four violas, giving the orchestra a cushion of strings capable of supporting ballads such as “Like It Was” and “Not a Day Goes By,” or accompanying woodwind solos in underscored passages without sounding like a marching band . The fuller strings also contribute color and motion (“It’s a Hit!”) and even strong rhythmic statements (“Merrily We Roll Along”) .

The woodwind section remains at five, but I have expanded its flexibility by having each player alternate between several instruments, giving me five saxophones when needed – or four clarinets and bass clarinet – or three flutes, oboe and bassoon: all covered by the same five players . The brass section is the only one that’s unchanged: three trumpets, French horn, trombone and tuba, able to serve as a show band, a swing band, a brass band, or a brass quintet (plus the third trumpet), as needed . The flexibility of the lower brass remains highly unusual, particularly the free use of the tuba in its unaccustomed role as occasional soloist .

One last aside:

On the first day of rehearsal in 1981, Sondheim quipped to me, “Since the show runs backward in time, perhaps we should end it with an overture .”

“Yes,” I agreed, “and the overture should end with a timpani roll .”

– Jonathan Tunick, May 2012

Following the Overture the Company enters, making statements and asking questions about life paths and life choices (“Merrily We Roll Along”) . A photo montage of the main characters – Franklin Shepard, Charley Kringas and Mary Flynn – is projected upstage, depicting their story, which we are about to see, told in chronological order from youth to early middle age .

The scene segues to Frank’s home in Bel Air, California, in 1976 as the Company becomes a crowd of Hollywood partygoers celebrating the release of the hit film Darkness Before Dawn, which Frank has produced (“That Frank”) . His old friend Mary, a critic and novelist, drunkenly interrupts the glad-handing and attacks Frank for abandoning his ideals as well as his friendship with Charley, his former songwriting collaborator, now a playwright . Frank’s wife, Gussie, an aging stage and screen star, throws Frank out of the house for carrying on an affair with Meg, the young leading actress in his film .

The party ends in chaos and we Transition back in time to 1973, to a TV studio where Frank and Charley are about to be interviewed . Frank is late . Charley complains to Mary that Frank is never around anymore since marrying Gussie . Mary has come to mediate between the two friends and tries to bolster Charley’s affectionate feelings through nostalgia (“Like It Was”) .

At the last minute, Frank and Gussie arrive with an entourage . Gussie tells Mary that Frank has just signed a three-picture deal to produce movies . Mary protests that Charley will be furious when he finds out . Frank and Charley greet each other awkwardly, and the interview starts . When the interviewer reveals that Frank has signed the movie deal, Charley, outraged because he had counted on their continuing to write shows, explodes in front of the cameras, exposing how Frank has given up creativity for commerce and become “Franklin Shepard, Inc .” Frank, humiliated in public, storms out, vowing to never speak to him again .

We Transition to 1968, to Frank’s enormous new apartment on Central Park West . He has just returned from a long post-divorce cruise and is surprised by the sudden entrance of Charley, Mary and his young son, Frank Jr . Charley wants to get working on a new show, but Frank counters with an offer they’ve received to do a movie version of their show Musical Husbands, claiming that he needs the money . Mary tries to diffuse the tension (“Old Friends”) . Gussie and her husband, producer Joe Josephson, arrive on their way to the theater where she is performing, to welcome Frank back . When Frank and Gussie go to fetch champagne glasses, Joe reveals that Gussie joined Frank on the cruise; Joe knows (as do Mary and Charley) that they’re having an affair, but he’s willing to put up with it as long as she doesn’t leave him . Joe and Gussie leave, and Charley and Mary try to persuade Frank to come celebrate his home-coming with them in the downtown club where they all performed years ago, and to give up Gussie . Frank demurs, and Charley and Mary leave disconsolately . Frank ponders this moment in his life (“Growing Up”) and is about to change his mind and go join them, when Gussie reappears and tells Frank that she is leaving Joe for him . He decides to stay the night with her .

We Transition to 1967, outside a Manhattan courthouse where Frank and his wife, Beth, are in the midst of a highly publicized divorce . Charley, Mary and Frank’s other friends try to get Frank to settle and give Beth what she wants, but he’s tortured by the prospect of losing his son . Beth enters with Frank Jr . and Frank attempts to mollify her, but Beth angrily rejects his

sentiment (“Not a Day Goes By”) . Frank admits to sleeping with Gussie and Beth takes Frank Jr . away . Frank’s friends, anxious to help him avoid further pain, convince him to take a cruise to get away from it all . Mary, ever the pragmatist, tells him the rough truth (“Now You Know”) . Frank sails away, as Act One ends .

After the Entr’acte, lights come up on Gussie singing and dancing the number “Good Thing Going” in Frank and Charley’s first musical, Musical Husbands, produced by Joe and starring Gussie . It is opening night in 1964, and outside the theater Joe, Frank, Beth, Charley and Mary are listening through the doors for the audience reaction . Charley’s wife, Evelyn, has gone into labor and has left for the hospital . Joe opens a door, hears enthusiastic applause from the audi-ence, and declares, “It’s a Hit!” Charley and Mary head for the hospital . Mary urges Beth to stay with Frank, since Gussie will be around, but Beth insists on trusting Frank and going to the hospital with them . Charley and Frank agree that they’ll write one more commercial musical for Joe, but then it’s time to work on their own, edgier projects . Joe heads off to the opening night party, leaving Frank with Gussie, who makes it clear that she’s actively pursuing her composer .

We Transition to 1962, to a party in Joe and Gussie’s Sutton Place apartment . Gussie has invited Frank and Charley to perform their work for a gathering of rich and influential people, whom Gussie calls “The Blob .” Frank, Charley, Mary and Beth are overwhelmed with the raucous company . Gussie comes on to Frank (“Growing Up [Reprise]”) . After he and Charley awkwardly perform “Good Thing Going,” she makes them sing it again to the indifferent crowd, who blather and gossip over the music (“The Blob Part II”) .

We Transition to 1960 and the small-time Downtown Club in Greenwich Village . Frank, Char-ley and Beth perform “Bobby and Jackie and Jack” in their musical revue titled Frankly Frank . Mary, Joe and Gussie are in the audience . After the show, Frank thanks Joe for coming to see his and Charley’s work, adding that he and Beth, who is pregnant, are about to be married . Frank and Beth exchange vows while Mary, who has always loved Frank, looks on in heart-broken despair (“Not a Day Goes By [Reprise]”) .

Another Transition takes us to 1957–59 and the three apartments of Frank, Charley and Mary . Each is writing and furthering his or her career (“Opening Doors”) . Over time, they decide to self-produce a shoestring revue of their work, and it is while they are auditioning performers that they meet Beth .

The final Transition takes us back to 1957, on the rooftop of an apartment building in Man-hattan just before dawn . Frank has returned from a stint in the army and has moved in with his school friend Charley, an aspiring playwright . They meet Mary, a would-be novelist . She has been hearing Frank play the piano and is immediately smitten with him . Frank suggests to Charley that they might turn one of his plays into a musical . Together, with Mary and other tenants of the building, they watch Sputnik cross the sky and declare that it’s “Our Time .” The three hail their future by entwining their pinkies and swearing a lifelong friendship . Curtain .

—Sean Patrick Flahaven

Synopsis

1. Overture

2. Merrily We Roll AlongALL:Yesterday is done .See the pretty countryside . Merrily we roll along, roll along,Bursting with dreams .

Traveling’s the fun, Flashing by the countryside, Everybody merrily merrily Catching at dreams, Rolling along…Rolling along…Rolling along…

GROUP 1:Dreams don’t die,So keep an eye on your dream –

GROUP 2:And before you know where you are, There you are .

GROUP 1:Time goes byAnd hopes go dry,But you still can try For your dream .

Tend your dream… Dreams take time… Time goes by… Bend your dreamWith the road…

GROUP 2: How does it happen? When does it disappear? How can you get so far Off the track? Why don’t you turn around And go back? How does it happen?

Where is the moment? How can you miss it?Isn’t it clear?

ALL: How can you let it Slip out of gear? How did you ever get there from here?

GROUP 1:You roll . You just roll…Everybody roll…

GROUP 2:How does it happen? When does it disappear?How does it start to go?

GROUP 3: Isn’t it always clear?

GROUPS 2&3:Does it slip away slow,

ALL:So you never even notice it’s happening?

FRANK:How did you get to be here?

ALL EXCEPT FRANK: What was the moment?

ALL PRINCIPALS EXC. FRANK:How did you get to be here?

Pick yourself a road .Get to know the countryside . Soon enough you’re merrily merrilyPracticing dreams .

ALL EXC. FRANK:Dreams that will explode, Waking up the countryside, Making you feel merrily merrily

ALL PRINCIPALS:What can go wrong, Rolling along?

ALL: Some roads are softAnd some are bumpy,Some roads you really fly . Some rides are rough And leave you jumpy . Why make it toughBy getting grumpy? Plenty of roads to try .

GROUP 1: One trip,All you get isOne quick ride,Look around a bit .One quick rideThrough the countryside . Stay on the track .Never look back .

GROUP 2: Some roads are softAnd some are bumpy,Some roads you really fly .Some rides are roughAnd leave you jumpy .Why make it toughBy getting grumpy?Plenty of roads to try . Some roads you really fly .

ALL:Never look back . Never look back . Never look back!Never look back! Never look –

How did you get to be here? What was the moment? How did you get to be here?

Bending with the road,

Gliding through the country-side,

Merrily we roll along, roll along,

Catching at dreams,

Dreams that will explode, Waking up the countryside .Everybody merrily merrilySing ’em your song,Rolling along!Rolling along!Rolling along!Rolling a –

3. That FrankTYLER:I said, “Frank, this picture is a

watershed…”

TERRY:I said, “Frank, one day you’ll

run my studio…”

SCOTTY:I said, “Frank, will you listen to

that response?”

DORY:I said Frank really knows what

the public wants .

TYLER:I said, “Frank, this picture is a

watershed…”

MARY:Know what I’m having?

RU:What?

MARY:Not much fun .

FRANK:Party!

ALL:That Frank –

SCOTTY:The guy is too much!

FRANK:Hey, the party’s inside!

ALL:That Frank –

FRANK You like the picture?

TERRY:The platinum touch .

FRANK:How about more champagne?

SCOTTY:He has taste, he has talent –

TERRY:Is he the best?

TYLER:Plus a fine head for business .

K.T.:The man is blessed .

ALL:That Frank!

RU:I wrote the screenplay for

Frank’s movie .

MARY:Your secret’s safe with me .

ALL:That Frank –

RU:So what do you do?

JEROME:He’s full of advice .

MARY:I drink .

ALL:That Frank –

RU:No, what do you really do?

ALL:And God, is he nice .

MARY:I really drink .

K.T.:What a friend!

MEG:What a host!

BUNKER:And his work is great .

TERRY:Has a wife who is gorgeous –

MEN:A son who’s straight .

ALL:He’s the type you could easily

learn to hate, That Frank!

FRANK:Who says lonely at the top?I say, “Let it never stop!”

It’s our time Coming through, All our dreamsComing true .Working hard, Getting rich, Being happy –There’s a switch!

ALL:That smile –

RU:Don’t you miss writing music?

ALL:He’s hot but he’s cool .

FRANK:One day I’ll get back to it .

ALL:What style –

MARY:Yeah, we’ve heard that one

before .

MEG:And what a great pool!

ALL:If you had no idea what

charisma meant –And you just can’t be jealous,

he’s such a gent –He’s the kind of a man that you

can’t resent,That Frank!

MEG:Franklin?

FRANK:Oh, Meg, this is Mary Flynn .

MARY:Congratulations on the movie . Your perfor-

mance will stay with me for a long time .

FRANK:Mary is one of my closest friends . We go

way back .

MARY:But seldom forward .

MEG:Actually, Franklin gave me that novel you

wrote and I read it over and over .

MARY:Didn’t you get it the first time?

TYLER:I said, “Frank, you’re coming down to

Mexico…”

JEROME:I think Frank is moving back to Paramount…

MARY:These are the movers, These are the shapers, These are the people That fill the papers .

GROUP 1:Mexico…

MARY:These are the friends of Frank .

GROUP 2:Moving back to Paramount…

MARY:Each one a perfect blank .

ALL:When you see a movie that successful, What can you say?

Congratulations!

FRANK:Thank you!

MARY:These are the movers, These are the shapers, These are the people That give you vapors…

FRANK:Twenty years ago, who’d have guessed, Who’d have guessedWe’d be standing here?God, we would have been so impressed! Now we’re here with the most –

GROUP 1:Mexico…

FRANK:– Brilliant minds on the coast .

GROUP 2:Moving back to Paramount…

FRANK:And notice who is their host .

GROUP 1:Mexico…

GROUP 2:Beautiful, Frank!

ALL:Acapulco, Mexico .Beautiful, FrankWhen you’ve made a movie that successful, Where do you go? Paramount!

MARY:“Here’s to us . Who’s like us?”

FRANK:“Damn few .” Thanks, pal, for flying out .

MARY:Thanks, pal, for the ticket . I got a letter from

Frankie before I left .

FRANK:Well, at least my son writes to you .

MARY:To thank me for coming to his graduation .

FRANK:He didn’t invite me .

MARY:He didn’t invite me either .

FRANK:How is Frankie?

MARY:He asked the same thing about you . Oh,

Frank, please, why don't you two –

K.T.:Where Franklin Shepard goes I go, because

that is where the A-list goes .

MARY:I just figured out what the ”A“ stands for…

FRANK:Let’s have some coffee, Mary .

ALL:Poor Frank –

MARY:I never drink coffee .

ALL:He handled that well .

MARY:Caffeine isn’t good for you .

GROUP 2:That Frank –

FRANK:I know this was just a formula movie .

SCOTTY:He’s loyal as hell .

FRANK:But my next picture . You wait .

MARY:I gave up waiting .

ALL:He’s polite and considerate, rain or shine .

MARY:It began when I tasted Communion wine –

ALL:That Frank!

FRANK:Who says, “Mustn’t go too far”? I say, “Look at where we are .”It’s our time Coming through,I say, “Good –Me and you .”I say, “Roll!” I say, “Ride!” I say, “Hey, there’s food inside!”

ALL:That Frank!

TERRY:Frank’s movie was fun!

ALL:You’d think he’d relax .

TYLER:He’s a genius at marketing!

ALL:Not Frank –

BUNKER:The man has the Midas touch .

ALL:He’s laying new tracks .

K.T.:And he knows how to make a star!

ALL:If you had no idea what charisma meant –And you just can’t be jealous, he’s such a

gent –He’s the kind of a man could be president,That Frank!That Frank!That Frank!That Frank!

4. First TransitionWOMEN:How did you get to be here? What was the moment?

MEN:How did you get to be here?

ALL:Dreams don’t die,So keep an eye on your dream,Or before you know where you are, There you are .Roads may windAnd you may findWhat you’ve left behind Is your dream .

Tend your dream… How does it happen?… Dreams take time… Once it was all so clear…Time goes by… How can you get so far off the track? Why don’t you turn around and go back? . . .Bend your dream –How does it happen?

Where is the moment? –– With the road… When did the road behind disappear? Where did you let things slip out of gear? How did you ever get to be here?

Nineteen seventy-five…Nineteen seventy-four…Nineteen seventy-three . . .

TV NEWSWOMAN:The lead-in story from tonight’s edition of

News from New York . Today our nation is at long last celebrating the cease-fire in Vietnam, the tragic death toll there now having cost nearly forty-six thousand American lives .

MARY:Charley, Charley .

CHARLEY:Mary, do not speak to me . This whole god-

damn thing is your fault . I don’t know why I let you talk me into coming here .

MARY:Where’s Frank?

CHARLEY:I can only tell you where Frank never is…

that’s with me, working on our show .

MARY:Charley, I know Frank . If you connect with

him again, I promise you, by tomorrow the two of you are going to be back together working again . You gotta help save him, Charley .

5. Like It Was MARY: Hey, old friend,What do you say, old friend? Make it okay, old friend,Give the old friendship a break . Why so grim?

We’re going on forever . You, me, him,Too many lives are at stake .

Friends this longHas to mean something’s strong,So if our old friend’s wrong,Shouldn’t an old friend come through? It’s us, old friend –What’s to discuss, old friend? Here’s to us,Who’s like us – ?

CHARLEY:Damn few .

MARY:Charley,Why can’t it be like it was?I liked it the way that it was .Charley,You and me, we were nicer then .

We were nice,Kids and cities and trees were nice, Everything…I don’t know who we are anymore, And I’m starting not to care .

Look at us, Charley,Nothing’s the way that it was . I want it the way that it was .Help me stop remembering then .

Don’t you remember?It was good, it was really good . Help me out, Charley, Make it like it was .

CHARLEY:We’re not the three of us any more, Mary .

Now we’re one and one and one .

MARY:Charley,Nothing’s the way that it was .I want it the way that it was .

God knows, things were easier then . Trouble is, Charley,That’s what everyone does: Blames the way it isOn the way it was .On the way it never ever was…

CHARLEY:Jesus, Mary . After all these years . You’re still

in love with the guy .

MARY:You gotta help save me then, Charley .

6. Franklin Shepard, Inc.K.T.:Now, how do you two work together?

CHARLEY:Oh, may I answer that?

K.T.:Please .

CHARLEY:How do we work together? Sure .

He goes…And I go… And soon we’re humming along –Hmmm-hmmm-hmmm…And that’s called writing a song – Hmmm-hmmm-hmmm…Then he goes – And I go – And the phone goes –Drrrrrring!And he goes – “Mutter mutter mutter mutter yes, Jerome .Mutter no, Jerome .Mutter mutter mutter mutter – ”That’s his lawyer, Jerome – “Mutter mutter mutter mutter mutter do it,

Jerome .”– Click –

“Sorry, Charley…”

So I go . . .And he goes . . .And I go . . .And soon we’re tapping away – Hmmm-hmmm-hmmm…Bzzz! “Sorry, Charley…” Bzzz!It’s the secretary – Bzzz! On the intercom –“Yes, Miss Bzzz…” “It’s a messenger .” “Thanks, Miss Bzzz,Will you tell him to wait?Will you order the car?Will you call up the bank?Will you wire the coast?Will you – ”Drrrring!“Sorry, Charley…Mutter mutter mutter mutter sell the stock, Mutter buy the rights,Mutter mutter mutter mutter mutter – ”Bzzz!“Let me put you on hold…”Bzzz!“Yes, Miss Bzzz…”“It’s the interview…”“Thanks, Miss Bzzz,Will you tell him to wait?Will you wire the car?Will you order the coast?Will you send up the bank?…”

And the telephones blinkAnd the stocks get soldAnd the rest of us he keeps on hold . And he’s into making movies,And he’s now a corporation .Right?

So I play at homeWith my wife and kids,And I wait to hear the movie bids,

And I’ve got a little sailboat,And I’m into meditation .Right?

He flies off to California,I discuss him with my shrink .That’s the story of the way we work, Me and Franklin Shepard, Inc .

I’m surprised at how much I like this . I promise to be honest . If you promise to handle the lawsuit .

K.T.:Now, when you do work together, I’ve been

curious, which generally comes first, Frank – the words or the music?

CHARLEY:Generally, the contract .

K.T.:That sounds like you think making money is

a bad thing for an artist .

CHARLEY:Money? Did I say money?

No, I like money a lot – Hmmm-hmmm-hmmm…I mean it’s better than not – Hmmm-hmmm-hmmm…But when it’s –Money – Money – When you’re into – Money – And you should be – Listen, Frank does the money thing very

well . But you know what? There are other people who do it better . And Frank does the music thing very well . And you know what? No one does it better .

Still, the telephones blink And the buzzers buzzAnd I really don’t know what he does,

But he makes a ton of money,And a lot of it for me –Right?

So I think “okay”And I start a play,And he somehow knows, ’Cause right awayIt’s drrrrring!“Hiya, buddy,Wanna write a show? Got a great idea,We’ll own all the rights With a two-week out And a turnaroundOn a guaranteePlus a gross percentOf the billing clause – ”

And there I am in California,Talking deals and turning pink,Back in business, and I mean just that, Back with Franklin Shepard, Inc .

Very sneaky how it happens,Much more sneaky than you think . Start with nothing but a song to sing, Next you’re Franklin Shepard –

Wait a second, wait . I’m getting in too deep here .

K.T.:Franklin, let me ask you –

CHARLEY:See, Frank and I are not that kind of close .

Not like we used to be . And friendship is like a garden . You have to water it and tend it and care about it . And you know what? I miss it and I want it back . Look –

Nothing permanent has happened,Just a temporary kink .Friendship’s something you don’t really

lose…

Ladies and gentlemen, don’t let me lose the greatest composer any lyricist ever had . Phone him, write him, stop him on the street . You’ll recognize him . He’s the one going through his checkbook – and tell that man to get back to his piano!

Very sneaky how it happens,Every day you’re on the brink .First the prizes, then the interviews –

Oh, my God, I think it’s happened!Stop me quick before I sink .One more triumph that I can’t refuse –

In case you didn’t notice, this is my first time on TV . And my last!

No, here’s the point, whatever happens, Then we’ll all go have a drink .That’s the guy I love, the fella who’s Inside “Mutter mutter mutter mutter quick, Jerome, Get the president,There’s a crazy manOn my TV screen!” InsideBzzz! Bzzz! Drrrring! – InsideFranklin Shepard – Just write him care of Any Bank, U .S .A . –Inc .!

7. Second TransitionCOMPANY:Some roads are softAnd some are bumpy,Some roads you really fly . Some rides are roughAnd leave you jumpy .

Why make it toughBy getting grumpy?Plenty of roads to try .

SOLO:Nineteen seventy-two…

SOLO:Nineteen seventy-one…

GROUP 1:One trip,All you get isOne quick ride,Look around a bit .One quick ride Through the Countryside .Stay on the track .

GROUP 2:Some roads are softAnd some are bumpy,Some roads you really fly . Some roads are roughAnd leave you jumpy .Why make it toughBy getting grumpy?Plenty of roads to try .

SOLO:Nineteen seventy…

GROUP 2:Some roads you really fly…

SOLO:Nineteen sixty-nine…

ALL:How does it start to go?Does it slip away slow,So you never even notice it’s happening? Nineteen sixty-eight…

FRANK:Charley, I am thirty-one years old . Beth

wiped me out with the divorce . So forgive me, Charley, if I happen to need money .

CHARLEY:Then let’s us do the work and the money will

come . Frank, we cannot keep making our stuff the other thing we do!

FRANK:Charley, listen –

CHARLEY:Frank, no, you listen . Are you listening? No,

no, no! Never, ever, no!

MARY:Hey!

8. Old FriendsMARY:Here’s to us –

FRANK:Who’s like us?

CHARLEY:Damn few . FRANK:Hey, old friend,Are you okay, old friend?What do you say, old friend, Are we or are we unique?Time goes by,Everything else keeps changing . You and I,We get continued next week .

Most friends fadeOr they don’t make the grade . New ones are quickly madeAnd in a pinch, sure, they’ll do . But us, old friend,What’s to discuss, old friend? Here’s to us – Who’s like us? Damn few!

CHARLEY:So, old friend,Fill me in slow, old friend –Start from hello, old friend,I want the when, where and how . Old friends doTend to become old habit – Never knewHow much I missed you till now .

ALL THREE:Most friends fadeOr they don’t make the grade,New ones are quickly made,Some of them worth something, too . But us, old friends – What’s to discuss, old friends?

FRANK:Tell you something:Good friends point out your lies, Whereas old friends live and let live .

MARY:Good friends like and advise,Whereas old friends love and forgive .

FRANK:And old friends let you go your own way –

CHARLEY:Help you find your own way –

MARY:Let you off when you’re wrong –

FRANK:If you’re wrong –

CHARLEY:When you’re wrong –

MARY:Right or wrong, the point is:Old friends shouldn’t care if you’re wrong .

FRANK:Should, but not for too long –

CHARLEY:What’s too long? FRANK:If you’re wrong –

CHARLEY:When you’re wrong –

MARY:The thing is:Old friends do leave their brands on you, But old friends shouldn’t compete .

FRANK:Old friends don’t make demands on you –

CHARLEY:Should make demands on you –

FRANK:Well, don’t make demands you can’t meet .

CHARLEY:Well, what’s thePoint of demands you can meet?

MARY:Well, there’s a time for demands,Whether you meet them or not –

CHARLEY:You are never wrong . Never . The last

time you admitted you were wrong was one cold Tuesday back in Chicago in December 1954…

FRANK:If you were right, I would be the first to admit

it . But with you, there is no other side . There’s only your way and the wrong way .

MARY:Guys, fellas, boys, buddies, c’mon . You

gotta talk to each other, not over, not around, not through each other .

ALL THREE:Hey, old friends,How do we stay old friends? Who is to say, old friends,How an old friendship survives? One day chums,Having a laugh a minute,One day comesAnd they’re a part of your lives .

New friends pourThrough the revolving door – Maybe there’s one that’s more, If you find one, that’ll do .But us, old friends,What’s to discuss, old friends?Here’s to us!Who’s like us? . . .

Two old friends –Fewer won’t do, old friends – Gotta have two old friends Helping you balance along .

FRANK:One upbraids youFor your faults and fancies,

MARY:One persuades you

CHARLEY:That the other one’s

ALL THREE:Wrong .

Most friends fadeOr they don’t make the grade, New ones are quickly made, Perfect as long as they’re new .

But us, old friends,What’s to discuss, old friends?Here’s to us!Who’s like us?Damn few!

9. Growing UpFRANK:Thanks, old friends…Keep reminding me…Frank’s old friendsAlways seem to come through . Frank will, too .

So, old friends,Now it’s time to start growing up .Taking charge,Seeing things as they are .Facing facts,Not escaping them,Still with dreams,Just reshaping them,Growing up…

Charley is a hothead,Charley won’t budge .Charley is a friend .

Charley is a screamer, Charley won’t bend . Charley’s in your corner .

Mary is a dreamer, Mary’s a friend . Mary is a nudge .

Mary is a purist,Charley’s a judge .Charley is a dropout, Everything’s a “cop-out .”

Why is it old friendsDon’t want old friends to change? Every road has a turning,That’s the way you keep learning .

So, old friends,Don’t you see we can have it all, Moving on,Getting out of the past? Solving dreams,Not just trusting them, Taking dreams, Readjusting them, Growing up,Growing up…

Trying things,Being flexible,Bending with the road,Adding dreamsWhen the others don’t last .Growing up,Understanding that growing never ends,Like old dreams – Some old dreams – Like old friends .

GUSSIE:Don’t stop .

FRANK:I thought you were going to call .

GUSSIE:I said I had a headache and I had the car

bring me back here .

FRANK:I have plans, Gussie . I’m going to meet Mary

and Charley . And there is something I have to say to you . I think it’s –

GUSSIE:Frank, I did it . I sent the driver back to take

my things to a hotel .

FRANK:Gussie, you can’t do that! We’ve already

destroyed one marriage . I could never live with you leaving Joe for me .

GUSSIE:I’m leaving him for me .

FRANK:Why? Why suddenly? Why tonight?

GUSSIE:I saw tonight that I could lose you .

FRANK:My friends are waiting .

GUSSIE:Your friends will be there for you tomorrow . I

need you tonight .

Life is knowing what you want, darling . That’s the only thing to know .As I told you moons ago, darling, Nothing wrong with wanting…

Nothing wrong with wanting me, darling .Also nothing wrong with not,Though it’s only fair thatYou should be aware that I want you a lot .

Growing upMeans admitting The things you want the most .Can’t pursueEvery possible line . Folding tents,Making choices,Ignoring allOther voices,Including mine…You’re divine…

You decide on what you want, darling, Not on what you think you should .Not on what you want to want, darling, Not from force of habit . Once it’s clearly understood, darling, Better go and grab it .Things can slip away for good, darling, What is it you really –

10. Third TransitionFRANK JR./COMPANY:Yesterday is done .See the pretty countryside . Merrily we roll along, roll along,Gathering dreams .

Travelling’s the fun, Flashing by the countryside,Everybody merrily merrilyFollowing dreams,Rolling along…Rolling along…Rolling along…Rolling along…

JUDGE:In the case of Shepard vs . Shepard, after

serious consideration I have made a decision to close this courtroom to both the press and the public . After a one-hour recess we will reconvene behind closed doors with the next subpoenaed witness . This court is now adjourned .

11. Not a Day Goes By BETH:I’m not out to hurt you, Frank . But I’ll hurt

you if I have to .

FRANK:How is Frankie?

BETH:How do you think he is? All I keep thinking

is, “I could have stopped it .”

FRANK:Do you still love me?

BETH:Did you sleep with her, Frank?

FRANK:Do you still love me?

BETH:Not a day goes by, Not a single dayBut you’re somewhere a part of my life,And it looks like you’ll stay .

As the days go by,I keep thinking, when does it end?Where’s the day I’ll have started forgetting? But I just go onThinking and sweatingAnd cursing and cryingAnd turning and reachingAnd waking and dyingAnd no,Not a day goes by,Not a blessed dayBut you’re still somehow part of my life, And you won’t go away .

So there’s hell to pay, And until I die,I’ll die day after day After day after day After day after day After day, Till the days go by! Till the days go by! Till the days go by!

12. Now You KnowSCOTTY:So you’ve made a mistake, So you’re singing the blues, So you’ll take some time, go visit some

places –

MARY:You’ve got to be somewhereWhere there’s nothing to remind you,Right?

TYLER:What you need is a break .I’ll arrange a nice cruise, You’ll relax a bit and see some new faces –

CHARLEY/MARY:You’ve got to do something,Only never look behind you .

CHARLEY/MARY/TYLER:Right?

SCOTTY/TYLER/JEROME:Best thing that ever could have happened –

FRANK:Right . JOE:So you’ll sit in the sun, You’ll come back with a tan, Then we’ll do that show you’ve always been

talking .

SCOTTY:The side is retired,So we start another inning – Right?

TYLER:On a boat is such fun –

JEROME:You’ll come back a changed man –

TYLER:I’ve had lots of guests and no one’s squawk-

ing –

CHARLEY/MARY:Feels like an ending,But it’s really a beginning – Right?

SCOTTY:Best thing that ever could have happened,I say, best thing that ever could have hap-

pened –

TYLER:Best thing that ever could have happened –

JOE:One more thing not to think about .

JEROME:It was all getting much too complicated –

FRANK:Right!

MARY:All right, now you know:Life is crummy .Well, now you know .

I mean, big surprise:People love you and tell you lies . Bricks can tumble from clear blue skies . Put your dimple down,Now you know .

Okay, there you go – That’s the sum of it .Now you know .

It’s called flowers wilt, It’s called apples rot,It’s called thieves get rich and saints get shot, It’s called God don’t answer prayers a lot .Okay, now you know .

Okay, now you know,

Now forget it .Don’t fall apart at the seams .It’s called letting go your illusions,And don’t confuse them with dreams . If the going’s slow,Don’t regret it,And don’t let’s go to extremes .

It’s called what’s your choice? It’s called count to ten .It’s called burn your bridges, start again .You should burn them every now and then Or you’ll never grow!

Because now you grow . That’s the killer is, Now you grow .

You’re right, nothing’s fair,And it’s all a plot,And tomorrow doesn’t look too hot – Right, you better look at what you’ve got: Over here, hello? Okay, now you know . Right?

JOE:So you’ll find a new gal –

SCOTTY:So you’ll write a new play –

JEROME:In a month or two, you’re going to thank us .

MARY:You may have missed one road,But there’s plenty more to follow, Right?

TYLER:We’ll go through the canal, Up the coast to L .A .,You’ll come see the place I’m building in

Trancas –

CHARLEY:You hang around here, pal,

And you’re only gonna wallow . Right?

SCOTTY/K.T./BUNKER:Best thing that ever could have happened!

MARY:I mean, you’ll come back, I mean, what’s the fuss?

CHARLEY:I mean, sea and sun and comfort plus –

CHARLEY/MARY:I mean, after all, you’ve still got us!

ALL:Best thing that ever could have happened!It was all getting much too complicated –Best thing that ever could have happened!

FRANK:Right!

You’ve gotta let go,Gotta do it from scratch,Take a long deep breath,Go back to your sources,A little vacation,Which is all about forgetting – Right?

ALL:Right!

FRANK:Right!

Then we’ll do a new show – No, we’ll do a whole batch,Maybe one that’s all about divorces! I mean, a divorce court – What a fascinating setting!Right?

ALL:Right!

FRANK:Right!

ALL:Best thing that ever could have happened…I say, best thing that ever could have hap-

pened… It’s your time, your time…Yesterday is done,See the pretty countryside .Soon enough you’re merrily merrilyRolling along…

So you’ll sit in the sun,You’ll come back with a tan,In a month or twoYou’re going to thank us…It’s your time…

What’s your choice?It’s called count to ten .It’s called burn your bridges, start again .You should burn them every now and then Or you’ll never grow! Because now you grow . Life’s a killer, so now you grow .

MARY:You’re right, nothing’s fair,And it’s all a plot,And tomorrow doesn’t look too hot –

CHARLEY/MARY:Right, you better look at what you’ve got: Over here, hello?

ALL:Now you know! Now you know! Right! Right! Right! Right!Now you know!

DISC TWO1. Entr’acte

2. Gussie’s Opening NumberGUSSIE:He’s only a boy…Why do I think he loves me?Maybe he loves what I can do for him . Maybe he thinks that I’ll come through for

him .Maybe the moon is cheese! And yet maybe,Maybe,Something real is happening here…But baby,You’re a baby,And the man I’m married to needs me

near… Okay, the moon is cheese!

And I love the guy I shouldn’t, And I don’t the one I should . Ah, but love is blind,And I go for the kind That I finally find Is no good…

And while it’s going along,You take for granted some love Will wear away .We took for granted a lot, But still I say:It could have kept on growing,Instead of just kept on .We had a good thing going, going,Gone .

3. It’s a Hit!JOE:Listen to that! Will you listen to that?

FRANK:Do you know what that means?Let me tell you what that means – Wait, no – Anyone who even thinks it, Don’t say it, You’ll jinx it…

CHARLEY:Listen to that!

JOE:Did you listen to that?

FRANK:Does that make you feel proud? Well, feel more than just proud – Okay, wait, I’ll tempt fate,And I’ll state it out loud: That’s the sound of –

A hit!It’s a hit! Gang, I think this is it!No more writing clever little shows For those basement saloons,No more proclamations from the pros That you “can’t hum the tunes” –

CHARLEY:No more sneaking in at intermissionTo the plays you wish you could afford –

MARY:Or producers having you audition Whenever they’re bored –

CHARLEY:And who’ll say right awayAs you play the first chord:

“Boys, boys, it’s very – what is the word? ‘Interesting .’ And if I had even the slightest belief any audiences would come, I would do it in a minute . Next!”

ALL:We’re a hit! We’re a hit!

JOE:You’re ahead,You should quit .

FRANK:No more coaching those sopranos With voices like bees –

CHARLEY:No more secondhand pianos With six broken keys –

MARY:No more agents giving you opinionsAs they turn you over to their minions –

ALL:Just for these GuaranteesWe should please Thank the Lord!

It’s a hit!It’s a hit!

BETH:Will my folks have a fit!After all of that baloneyThey made me go through,All that “Honey, not that he’s a phony, But what does he do?”Will their faces be stony When they see on their Sony

Someone handing the phony The Tony Award!

FRANK:“I would like to begin by thanking all the

hundreds of people who have turned down every show that I have ever written so that I could win tonight for this one .” Thank you!

Listen to that!Will you listen to that?Tell me, Is that a noise,Or is that a noise?That is a noise I’ve been waiting The whole of my life to hear!

BETH:Listen to that!

Did you listen to that?Honey, is that a noise,Or is that a noise?That is the loveliest noiseFor a breadwinning wife to hear!

FRANK:Listen to that!Will you listen to that?I can’t stand it!

MARY:Listen to that! That’s obscene!

MARY/JOE:That is a noise,That is really a – Listen to that!Will you listen to that? Golly, I can’t –Listen to that! Will you listen to that?

CHARLEY:Listen to that!Fellas, that is a noise, That is really a noise!I can’t stand it!Will you listen to that?Will you listen to that?

BETH:Listen to that!Did you listen to that?I can’t stand it!Did you listen to that?Listen to that!Will you listen to that?

FRANK:Listen to that!That is the noise I’ve been waiting The whole of my life to hear!Listen to that!Will you listen to that?Will you listen to that?

ALL:That’s the sound of an audience Losing its mind!It’s the Pope on his balcony,Blessing mankind!

JOE:Folks, it’s Funny Girl, Fiddler And Dolly combined!

ALL:It’s a hit!It’s a hit!It’s a palpable hit!

FRANK/CHARLEY:If it only even runs a minute,At least it’s a wedge .It’s the theater and we’re really in it, Not just on the edge!

JOE:If your spirits ever need improving, You can drop in any night for free!

FRANK:But the thing that’s positively moving –

CHARLEY:You could have fooled me –

FRANK/CHARLEY:– Is we’re still old friends! Nothing can kill old friends!

FRANK/CHARLEY/MARY:Where there’s a will, old friends Don’t need success to survive!

FRANK/CHARLEY/MARY/BETH:And us, old friends,What’s to discuss, old friends?

ALL:We’ve got a surefire genuineWalk-away blockbuster Lines down to Broadway

Boffola sensationalBox office lollapalooza gargantuan – Hit! It’s a hit! It’s a hit! It’s a hit!It’s a hit! It’s a hit!

4. Fourth TransitionCOMPANY:Dreams don’t die,So keep an eye on your dream –’Cause before you know where you are,There you are .Time goes byAnd dreams go dry,But you can’t give up on your dreams .

GROUP 1:Tend your dreams… Dreams take time… Time goes by…Bend your dreamsWith the road…Don’t let it get you Down in the dumps .

GROUP 2:Some roads are easy, Some roads are all uphill . Some roads you plod along With a will .Some roads you travel Just for the thrill . Some rides are breezy,Some rides are full of Jiggles and bumps . Can’t let it get you Down in the dumps .

COMPANY:Nineteen sixty-four…Nineteen sixty-three…

Nineteen sixty-two…

5. The Blob Part I / Growing Up (Reprise)GROUP 1: Have you seen – ? How was it – ? You’re not serious! Do you mean – ? That does it! You’re not serious!

GROUP 2:Darling!We bought the most – ! Darling!We had the best – ! Darling!We saw the first – ! Darling!Was that the worst – ?

GROUP 3:Did you read –?It’ll never – !We saw the first – ! What they need – !Did you ever – !Was that the worst – ? It’s the – ! ALL:Best – !It’s the first – !It’s the finest – !It’s the latest – !It’s the least – !It’s the worst – !It’s the absolutely lowest – ! It’s the greatest – !It’s the single – ! It’s the only – ! It’s the perfect – ! It’s the – !

GROUP 1:Hi!

GROUP 2:Dreadful!

GROUP 3:Fabulous!

BETH:Frank! Frank! It’s the Mayor . God .

FRANK:I know . I know .

BETH:Frank! Look! She’s my favorite actress .

FRANK:I see . I see .

BETH:But did you see who she’s with?

FRANK:Beth, I’m not looking for celebrities . I’m

looking for Charley .

BETH:Well, Frank, you can do both . I never saw

so many famous people .

ALL:What? Who? Where?

FRANK:There’s Charley .

CHARLEY:What did he say?

FRANK:I haven’t talked to him yet . But it’s obvious

he didn’t invite us here because we’d fit in so well . I’m more sure than ever that he wants to option our show .

CHARLEY:I’m sure, too . But let’s not be too sure .

BETH:I don’t care what he asks, you just say yes .

All I want is for us to be rich as long as we’ve been poor .

FRANK:Beth, there are a lot of sophisticated people

here .

BETH:Oh, God . If I’d known that, I would have

worn earrings .

CHARLIE:Those people over there . They’re smoking

marijuana .

BETH:I’ve smelled that before . In the Village . I

thought it was autumn .

GUESTS:Darling!We saw the new – ! Darling!We had the most – Bad – Was it good?It’s the biggest – ! He’s a genius! Well, he can’t – But he used to – It’s the dumbest – She’s a genius!It’s the – !

FRANK:Hi . I don’t know if you remember me from

the Downtown Club . I’m Franklin Shepard . That’s Charley Kringas, who writes my lyrics . And this is my wife, Beth .

GUSSIE:Of course I remember you . You’re the

reason we’re giving this bash . According to our accountant, anyway . Do you write songs, too?

BETH:No, right now I’m the family breadwinner .

GUSSIE:You don’t mind if I kidnap him, do you?

Darling, I have invited the richest and most influential people in this town here tonight . Not one of whom is as rich or as influen-tial as you’re going to be . I call them the Blob .

Meet the Blob,The bodies you read about . The ones who know everyone That everyone knows .

GUESTS:Hi! Dreadful! Fabulous!

GUSSIE:Meet the Blob .Not many and yet –

GUESTS:Oh . Right…

GUSSIE:You never see one .

GUESTS:What? No!

GUSSIE:They come as a set .

GUESTS:Who – ?Him?

GUSSIE:And we’re in their debt .

GUESTS:But what did you think?

GUSSIE:’Cause honeybunch, They write the books And put on the showsAnd run the saloonsAnd design the clothes .They keep us natives on our toes .

GUESTS:Albee! Warhol! Kurosawa!

GUSSIE:Then they read the books And go to the showsAnd swamp the saloons, Wearing all the clothes…What you might call a glut .But They’re the most important people In the most important cityIn the most important countryIn the you-know-what!

GUESTS: Heavy! Miltown! Gestalt! GUSSIE:Anyhoo, Joe has just optioned a vehicle that

can change my life . And yours . We both want you and your partner to do the score . Do I see disappointment on that sweet face?

FRANK:We were hoping he wanted to do Take a

Left . The show Charley and I auditioned for him .

GUSSIE:Oh no, darling, not at all .

FRANK:It’s just that we’ve been working on it now

for three years .

GUSSIE:Well, you can do this one much faster . But

you have to understand, we need it fast, loud, funny . I need a hit . What do you say?

Life is knowing what you want, darling, That’s the thing you have to know . You’ll get everything you want, darling, Have a little patience . Climbing mountains can be slow, darling, Take it easy as you climb .I’d say you’re a winner,Also a beginner – One step at a time .

Growing up,It’s what they call growing up . It’s when we’re all starting out And starting to sway .

Growing up,You hate the delay, But after today You’ll be on your way . So what do you say – ?Hm?

FRANK:Okay .

GUSSIE:Now this is not a show about subtle and it’s

not big on depth . It’s flash, bam, curtain . It’s fun, it’s opulent, it’s Broadway .

FRANK:Okay .

GUSSIE:What was that? A second thought?

FRANK:Oh, that’s just something I do when I want to

hold onto a moment . I close my eyes very tight and I swallow . Like I take a picture that I can treasure .

GUSSIE:You’re a treasure . GUESTS:It’s the best it’s the firstIt’s the finest it’s the latestIt’s the least it’s the worstIt’s the absolutely lowestIt’s the greatest it’s the singleIt’s the only it’s the perfectIt’s the –

GUSSIE:Now I want everyone who hasn’t drunk,

smoked or gorged themselves too much

to hurry over here . I am honored to pres-ent Franklin Shepard and Charles…

FRANK:Kringas .

GUSSIE:Anyway, this song is from a little show they

want to do –

JOE:That we hope will be in a big show we want

to do .

CHARLEY:In a big show? Frank, what the hell is she

talking about?

FRANK:Later . Sing .

6. Good Thing GoingCHARLEY:It started out like a song . We started quiet and slow, With no surprise .And then one morning I woke To realize

CHARLEY/FRANK:We had a good thing going .

FRANK:It’s not that nothing went wrong: Some angry moments, of course, But just a few,And only moments, no more, Because we knew

FRANK/CHARLEY:We had this good thing going .

FRANK:And if I wanted too much, Was that suchA mistakeAt the time?

CHARLEY:You never wanted enough – All right, tough,I don’t makeThat a crime .

CHARLEY/FRANK:And while it’s going along,You take for granted some love Will wear away .We took for granted a lot,And still I say:It could have kept on growing, Instead of just kept on .

FRANK:We had a good thing going,

CHARLEY:Going,

CHARLEY/FRANK:Gone .

7. The Blob Part IIGUSSIE:Wait, wait, wait! Keep them there . We want

to hear it again . Tell them .

CHARLEY:Frank, no . Say no .

BETH:They loved it .

FRANK:Come on, they thought we were great .

CHARLEY:And you know what true greatness is?

Knowing when to get off .

FRANK:Come on . Just sing it again .

CHARLEY/FRANK:It started out like a song . We started quiet and slow, With no surprise .And then one morning I woke To realize –

DORY:I said, “Joe, This showWill be a watershed .”

CHARLEY/FRANK:We had a good thing going .

GUSSIE:Shh!

CHARLEY/FRANK:It’s not that nothing went wrong: Some angry moments –Of course, but just a few .

SCOTTY:Did you hear – ?

GUEST:No kidding – !

2ND GUEST:You’re not serious!

MARY:Shh!

CHARLEY/FRANK:And only moments,No more,Because we knew –We had a good thing going .

JOE:Dadadada –

GUESTS:It’s a clear case of Tammany politics…

CHARLEY/FRANK:And if I wanted too much Was that suchA mistakeAt the time?

GUESTS:We were stuck In the tunnel Till half past six! It’s a show That’ll murder ’em In the sticks . Did you read – ?I’ll never – !What we need – ! Did you ever – ! Till half past six!It’s a clear case ofTammany politics… Did you read – ?It’ll never – !They just don’t mix!What we need – !Did you ever – !Till half –

GUSSIE:Shhhhh!

CHARLEY/FRANK:You never wanted enough!All right, tough!I don’t make that a crime . . .

GROUP 1:Darling!We saw the new – Darling!We had the most –

Bad,Was it good?It’s the biggest,He’s a genius! Well, he can’t – But he used to! It’s the dumbest, She’s a genius! It’s the best, It’s the first,He’s a genius!It’s the least,She’s a genius!It’s the absolutely lowest! They’re a genius!

GROUP 2:Did you read – ?It’ll never – They just don’t mix . What we need – Did you ever – Till half past six!It’s a showThat’ll murder ’emIn the sticks .It’s a clear case ofTammany politics .

ALL:It’s the greatest it’s the singleIt’s the only it’s the perfectIt’s the one it’s the real It’s the true it’s the final It’s the…

8. Fifth TransitionCOMPANY:Travelling’s the fun, Flashing by the countryside,Merrily we roll along, roll along,Catching at dreams .

Yesterday is done .See the pretty countryside .Everybody merrily merrily…

Nineteen sixty-one…

Some roads are easy,Some rides are breezy,Some roads the ride gets out of control, Grinds to a halt and ends in a hole .Some roads you stall before you can roll…

9. Bobby and Jackie and JackCHARLEY:Nineteen sixty…

BETH:It’s nineteen sixty…

FRANK:And gosh, what a swell year it’s been!

ALL THREE:So many blessings,Such wonders it has brought, You hardly know where to begin: There’s XeroxAnd lasers,The twist and the “pill,”A city in Brazil –

BETH:That no one wants to fill .

ALL THREE:Khrushchev stopped screaming And Librium came in .

CHARLEY:And Nixon didn’t win .

ALL THREE:Goodbye then to Ike and the brass, To years that were cozy but crass .

FRANK:It’s true Ike was icky,

CHARLEY:But better him than Dicky –

ALL THREE:Now meet the first First Family with class En masse .

CHARLEY:There’s Bobby –

BETH:And Jackie –

FRANK:And Jack –

ALL THREE:And myriads more in the back:There’s Ethel and Teddy and Pat alone –

CHARLEY:Plus Eunice –

BETH:And Peter –

FRANK:And Jean –

BETH:And Joan –

CHARLEY:And what’s-his-name – ?

BETH:Stephen –

FRANK:And hold the phone – The one in the army –

BETH/CHARLEY:One in the army?

FRANK:Captain…Major…

CHARLEY:Sargent!

FRANK:That’s it!

ALL THREE:So many cards in the pack .You want to know how to keep track?Well, one is good-looking and young and

richWhile one is good-looking and young and

rich .The rest are good looking and young and

rich –There isn’t a lot that they lack,Not Bobby and Jackie and JackAnd Ethel and Ted and Eunice and Pat and

Joan and Steve and Peter and Jean and Sarge –

There’s probably dozens of others at large, God knows – And Joe and Rose .

We’re bringing back style to the White House .

BETH:I’m painting it beige for a start .

ALL THREE:We’re making it into a cultural lighthouse –

CHARLEY:For glamour –

BETH:And beauty –

FRANK:And art .

BETH:Evenings of the Budapest playing Vivaldi And Munch doing bits of Ravel .I’ll get Leontyne Price to sing her

Medley from Meistersinger, And Margot Fonteyn to dance Giselle .

CHARLEY:Together? BETH:Won’t it be perfectly swell?

FRANK:We’ll have Bernstein play next on The Bechstein piano –

CHARLEY:And Auden read poems and stuff .

BETH:And Galina Vishneyskaya –

FRANK/CHARLEY:Gesundheit!

BETH:The Russian soprano – Just pronouncing her name is refreshing

enough .

ALL THREE:We’re bringing back style to the White

House, With casual culture the rule .

FRANK:Let’s have Tebaldi –

CHARLEY:She makes a guy feel good .

BETH:And Oleg Cassini – Well, I think he’s real good .

CHARLEY:And how about Heifetz?

BETH:And Callas!

FRANK:And Gielgud!

ALL THREE:And later when everything’s cool, We’ll push them all into the pool!

FRANK:OK, Bobby . I’ll make you Attorney General .

Just get off my back .

CHARLEY:With Bobby –

BETH:And Jackie –

FRANK:And Jack –

ALL THREE:The White House is under attack .

FRANK:Eight years is the limit, but eight will do .

CHARLEY:By then there’ll be Bobby –

FRANK:And Teddy, too .

BETH:Or Peter or Stephen –

FRANK/CHARLEY:– Or even you .

BETH:Ooh!And then there’s the colonel –

FRANK/CHARLEY:Colonel?

BETH:Major – ?

FRANK/CHARLEY:Major?

BETH:You know – !

FRANK:Sargent .

BETH:Yes…

ALL THREE:Dozens to take up the slack,If anything goes out of whack .

FRANK:And some day elections will be unknown –

BETH:’Cause each of our kids will ascend the

throne –

CHARLEY:And their kids have more kids with kids of

their own – FRANK:It’s sort of a family knack –

ALL THREE:Till most of the nation’sMade up of relationsOf Bobby and Jackie and JackAnd Ethel and Ted and Eunice and Pat and

Joan and Steve and Peter and Jean and Sarge

And Joe and Rose and rows and rowsAnd rows and rows and rows and rows…The decade is starting anew,And maybe the country is, too .

10. Not a Day Goes By (Reprise)FRANK:Beth, I am so happy to be marrying you in

the very place where I met you and grew to love you . And I would like very much to thank our dear, close friends for being with us on this, the most important moment in both of our lives .

BETH:Not a day goes by…

MARY:Not a single day…

MARY/BETH:But you’re somewhere a part of my life And it looks like you’ll stay .

FRANK/MARY:As the days go by,I keep thinking, when does it end?

BETH:That it can’t get much better much longer . But it only gets better and strongerAnd deeper and nearer –

FRANK/BETH:And simpler and freer And richer and clearer…

ALL THREE:And no,Not a day goes by –

MARY:Not a blessed day –

BETH/MARY:But you somewhere come into my life And you don’t go away .

ALL THREE: And I have to sayIf you do, I’ll die .

FRANK/BETH:I want day after day After day after day

MARY:I’ll die

ALL THREE:Day after day after day after day After day,Till the days go by…

FRANK/BETH:Till the days go by…

MARY:Till the days go by…

11. Sixth TransitionMR. SPENCER:How does it happen?Once it was all so clear .How did you get so far off the track? Why can’t you turn around and go back?

MRS. SPENCER:How does it happen?Where is the moment?When did the road behind disappear?

MR. SPENCER:Where did you let things slip out of gear?

BOTH:How did you ever get to be here?

Nineteen fifty-nine…

12. Opening DoorsFRANK:How’s it going?

CHARLEY:Good . You?

FRANK:Fair .

CHARLEY:Yeah, tell me .

FRANK:Chinese laundry . MARY:Hi .

FRANK:Mary .

CHARLEY:Say hello .

MARY:I think I got a job .

FRANK:Where?

MARY:True Romances.

FRANK:Posing?

MARY:Thank you . Writing captions .

FRANK:What about the book?

MARY:What about the book?

FRANK:Nothing, are you working on

the book?

MARY:Yes…

FRANK:Good .

MARY:No…

FRANK:Mary –

MARY:Right, I know, yes, me and

Balzac…

CHARLEY:I finished the one-act .

FRANK:I got an audition –

MARY:I started the story .

FRANK:Rehearsal pianist .

CHARLEY:So where are we eating?

MARY:I’m moving to Playboy .

FRANK:The publisher called me .

CHARLEY:I’m doing a rewrite .

MARY:My parents are coming .

FRANK:I saw My Fair Lady .

CHARLEY:I rewrote the rewrite .

FRANK:I sort of enjoyed it .

MARY:I threw out the story .

CHARLEY:I’m meeting an agent .

ALL THREE:We’ll all get together on

Sunday .

We’re opening doors, Singing, “Here we are!” We’re filling up days on a

dime . That faraway shore’s Looking not too far .We’re following every star –There’s not enough time!

FRANK:I called a producer .

CHARLEY:I sent off the one-act .

MARY:I started the story .

FRANK:He said to come see him .

CHARLEY:I dropped out of college .

MARY:I met this musician .

FRANK:I’m playing a nightclub .

CHARLEY:They’re doing my one-act!

MARY:I’m working for Redbook .

FRANK:I rewrote the ballad .

MARY:I finished the story .

CHARLEY:We started rehearsals .

MARY:I threw out the storyAnd then the musician .I’m moving to Popular Science .

ALL THREE:We’re opening doors, Singing, “Looks who’s here!”Beginning to sail on a dime .That faraway shore’sGetting very near!We haven’t a thing to fear – We haven’t got time!

FRANK:How’s it coming?

CHARLEY:Good . You?

FRANK:Done .

CHARLEY:One minute…

FRANK:Hamburg Heaven…

MARY:Hi .

FRANK:Mary .

CHARLEY:Say hello .

MARY:I got another job .

FRANK:Where?

MARY:Chic .

FRANK:What’s that?

MARY:A brand new concept: Pop-up pictures .

FRANK:What about the book?

MARY:What about the book?

FRANK:Did you give the publisher the

book?

MARY:Yes…

FRANK:Good .

MARY:No…

FRANK:Mary –

MARY:Look, I never –

CHARLEY:Finished!

FRANK:Let me call you back .

MARY:Right .

CHARLEY:This is just a draft .

FRANK:Right .

CHARLEY:Probably it stinks .

FRANK:Right .

CHARLEY:I haven’t had the time to do a

polish –

FRANK:Will you sing!

CHARLEY:Right .

Who wants to live in New York? Who wants the worry, the noise,

the dirt, the heat? Who wants the garbage cans

clanging in the street? Suddenly I do!

They’re always popping their cork –

I’ll fix that line – The cops, the cabbies, the sales-

girls up at Saks .You gotta have a real taste for

maniacs – Suddenly I do!

JOE:That’s great! That’s swell! The other stuff as well .It isn’t every day I hear a score

this strong, But fellas, if I may, There’s only one thing wrong:

There’s not a tune you can hum . There’s not a tune you go bum-

bum-bum-di-dum – You need a tune to go bum-

bum-bum-di-dum – Give me a melody!

Why can’t you throw ’em a crumb?

What’s wrong with letting ’em tap their toes a bit?

I’ll let you know when Stravinsky has a hit –

Give me some melody!

Oh, sure, I know,It’s not that kind of show . But can’t you have a score That’s sort of in between? Look, play a little more, I’ll show you what I mean…

CHARLEY:Who wants to live in New York?I always hated the dirt, the heat,

the noise . But ever since I met you, I –

JOE:Listen, boys,Maybe it’s me,But that’s just not a hum-mm-

mm-mm-mm-mm-mm-able melody!

Write more, work hard –Leave your name with the girl .Less avant-garde – Leave your name with the girl .

Just write a plain old melodee-dee-dee-dee-dee…

Dee-dee-dee-dee-dee-dee…

CHARLEY:They’re stopping rehearsals .They ran out of money…

MARY:We lasted one issue .My book was rejected…

FRANK:The nightclub was raided . I have to start coaching…

MARY:My parents are coming .

CHARLEY:They screwed up the laundry .

FRANK:My wallet was stolen .

MARY:I saw the musician .

CHARLEY:We’re being evicted .

MARY:I’m having a breakdown .

ALL THREE:We’ll all get together on

Sunday .

They’re slamming the doors, Singing, “Go away!”It’s less of a sail than a climb .That faraway shore’s farther

every day .We’re learning to ricochet .We still have a lot to say…

FRANK:You know what we’ll do?

CHARLEY:What?

FRANK:We’ll do a revue .

CHARLEY:What?

MARY:What?

FRANK:We’ll do a revue of our own!

MARY:What?

CHARLEY:Where?

MARY:Why?

CHARLEY:When?

FRANK:Not just songs but stories, scenes,Piano pieces, mime –

CHARLEY:Yeah!

MARY:Frankly Frank!…

FRANK:A showcase of our own!

CHARLEY:Where?

FRANK:The club’s reopening .

MARY:We’ll write a lot of new stuff –

CHARLEY:Rewrite old stuff –

FRANK:What about the girl?

CHARLEY:What about the girl?

FRANK:Only that we’re gonna need a girl .

CHARLEY:Well, Mary –

MARY:Thanks, I don’t perform except at dinner .

FIRST GIRL:Who wants to live in New York?Who wants the worry, the noise, the dirt, the

heat?Who wants the garbage cans clanging – I can sing higher!

FRANK:Thank you for coming . Next eight, please .

BETH:They’re always popping their cork –

FRANK:Up a tone .

BETH:The cops, the cabbies, the salesgirls up at

Saks –

FRANK:Up a tone .

BETH:You gotta have a real taste for maniacs –

FRANK:Thank you . You’re hired .

BETH:I’m Beth .

FRANK:I’m Frank .

BETH:I really thought I stank .

MARY:I’m Mary .

CHARLEY:Charley .

FRANK:By the way,I’m told we open Saturday .

OTHERS:What?!

MARY:You’re not serious!

CHARLEY:Nobody’s ready!

FRANK:Apparently somebody canceled a booking .

CHARLEY:The songs aren’t finished!

MARY:And what about costumes?

BETH:And how do I learn all these numbers?

FRANK:I’ll bring you the copies of everything Later this evening .

BETH:Okay, but I’ll have to have all of the musicAnd Saturday I’ve got to sing at a wedding . Oh, God, is there dancing, ’cause I’m not a

dancer…

CHARLEY:Not to mention I still haven’t Finished the Synanon song or the Kennedy

number…And what’ll we do about getting publicity,Run around town putting stickers on

windows?

FRANK:You don’t have to, we’ll segue the End of it into the dance we cut out…No, we’ll use it but not with the long

introduction…

MARY:And have we decided or not on the

restaurant sketch?I need two or three days at the least to

replace it…

ALL FOUR:We’ll worry about it on Sunday!

We’re opening doors, Singing, “Here we are!” We’re filling up days on a dime . That faraway shore’sLooking not too far .We’re following every star – There’s not enough time!

We’re banging on doors, Shouting, “Here again!” We’re risking it all on a dime . That faraway shore’sLooking near again,The only thing left is when,We know we should count to ten – We haven’t got time!We haven’t got time!

13. Seventh TransitionCOMPANY:Bending with the road,Gliding through the countryside,Merrily we roll along, roll along,Catching at dreams . Dreams that will explode, Waking up the countryside, Everybody merrily merrily, Sing ’em your song, Rolling along! Rolling along! Rolling along!

CHARLEY:What are you doing up on the roof?

FRANK:I don’t know . I just came up here .

CHARLEY:Well, you could have told a person .

FRANK:You were asleep .

CHARLEY:The alarm just went off . You see anything?

FRANK:Uh-uh .

CHARLEY:Is something wrong?

FRANK:No .

CHARLEY:What are you doing up here so early?

FRANK:I couldn’t sleep .

14. Our TimeFRANK: Something is stirring, Shifting ground,It’s just begun .Edges are blurring All around, And yesterday is done .

Feel the flow, Hear what’s happening:We’re what’s happening .Don’t you know?We’re the movers and we’re the shapers . We’re the names in tomorrow’s papers . Up to us, man, to show ’em .

It’s our time, breathe it in:Worlds to change and worlds to win . Our turn coming through,Me and you, man,Me and you!

Charley, I read your two plays last night . They were so wonderful I couldn’t sleep .

CHARLEY:I thought you were mad . I have to tell all the

people who stay over to always wake me whenever they think I’m wonderful .

FRANK:This play, Pretty Politics, about the Senate

pages – what do you think about making it into a musical?

CHARLEY:Go on .

FRANK:I got a better title: Take a Left .

CHARLEY:That’s a better title?

FRANK:I think it could be important . Musicals are

popular . They’re a great way to state important ideas . Ideas that could make a difference . Charley, we could change the world .

Feel how it quivers,On the brink…

CHARLEY:What?

FRANK:Everything!Gives you the shivers,Makes you thinkThere’s so much stuff to sing!

And you and me,We’ll be singing it like the birds, Me with music and you the words, Tell ’em things they don’t know!

BOTH:Up to us, pal, to show ’em .

Our time, breathe it in:Worlds to change and worlds to win . Our turn, we’re what’s new,Me and you, pal, me and you!

Feel the flow, Hear what’s happening: We’re what’s happening!Long agoAll we had was that funny feeling, Saying some day we’d send ’em reeling, Now it looks like we can!

CHARLEY:Some day just began .

BOTH:It’s our heads on the block .Give us room and start the clock .Our time coming through!

Me and you, pal,Me and you!Me and you!

MARY:Am I too late?

FRANK:No, not at all . It’s just about now .

CHARLEY:I’m Charley Kringas and this is Frank

Shepard .

MARY:I’m Mary Flynn .

CHARLEY:We just took the apartment on five .

FRANK:I’m not officially moved in until I’m dis-

charged from the army next week .

CHARLEY:Frank just got a weekend pass to help us

move in . A lot to move in – a typewriter, two mattresses and a piano .

MARY:Are you the one playing the piano the last

two days?

FRANK:We’re evicted .

MARY:Oh, no . You’re wonderful . Sincerely wonder-

ful .

FRANK:I’m sincerely grateful .

CHARLEY:We better look now . It’s supposed to be right

now .

FRANK:You see anything?

CHARLEY:I hope we didn’t miss it . It should come right

over…There! There it is!

MARY:I see it!

FRANK:Where?

MARY:There it is . There .

FRANK:It’s just phenomenal .

MARY:Phenomenal .

CHARLEY:Don’t you wish it was ours .

FRANK:It’s everybody’s .

MARY:Do you call it “Spuhtnik” or “Spootnik”?

CHARLEY:You call it a miracle . God .

FRANK:Do you guys realize that after this moment,

this moment that the three of us are shar-ing here together, we are going to be able to do anything? I mean, anything we ever dreamed of . What a time to be starting out . What a time to be alive .

Something is stirring, Shifting ground .It’s just begun .

CHARLEY/MARY:Edges are blurring All around,And yesterday is done .

FRANK:Feel the flow,Hear what’s happening:

MARY:We’re what’s happening .

MARY/CHARLEY/FRANK:Don’t you know?We’re the movers and we’re the shapers . We’re the names in tomorrow’s papers .

Up to us now to show ’em .

ALL:It’s our time, breathe it in:Worlds to change and worlds to win . Our turn coming through,Me and you, pal,Me and you!

FRANK/CHARLEY/MARY:Years from now,We’ll remember and we’ll come back, Buy the rooftop and hang a plaque: “This is where we beganBeing what we can .”

ALL:It’s our heads on the block .Give us room and start the clock . Our dreams coming true,Me and you, pal,Me and you!Me and you!Me and you!Me and you!Me and you!Me and you!Me and you!Me and you!

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For PS Classics, LLC:TOMMY KRASKER, Executive ProducerPHILIP CHAFFIN, A&R DirectorBART MIGAL, Staff EngineerDEREK BISHOP, Art DirectorALLAN STEIN, Product ManagerROBERT EDRIDGE-WAKS, Editorial CoordinatorMARK BAKALOR, Web Designer

Production CreditsProduced by TOMMY KRASKERRecorded and Mixed by BART MIGALExecutive Producers: PHILIP CHAFFIN & SEAN PATRICK FLAHAVEN

Recorded APRIL 9–10, 2012 AT AVATAR STUDIOS, NEW YORK, NY

Assistant Engineers: BOB MALLORY, TYLER HARTMAN, MIKE BAUER

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Music Coordinator: SEYMOUR RED PRESSMusic Preparation: JOSH CLAYTON

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Special thanks to FREDDIE GERSHON, DREW COHEN AND LARRY LEES AT MUSIC THEATRE INTERNATIONAL; HUNTER BIRD; JACK VIERTEL, MARK LITVIN, PATRICK BELL, HAWLEY ABELOW, JAMES FARKAS AND ANDREA R . WILLIAMS AT NEW YORK CITY CENTER .

The EnCorES! production of Merrily We Roll Along opened at New York City Center on February 8, 2012. The original production opened at the Alvin Theatre on November 16, 1981 .

Live dramatic performance rights for Merrily We Roll Along are represented exclusively by Music Theatre International (MTI)

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New York CitY CeNter EnCorES!Jack Viertel, ARTISTIC DIRECTOR rob berman, MUSIC DIRECTOR

PRESENTS

Music & Lyrics by book by Stephen Sondheim GeorGe Furth

baSed on the oriGinal play by GeorGe S. kauFman and moSS hartoriGinally directed on broadway by harold prince

oriGinally produced on broadway by lord Grade, martin StarGer, robert Fryerand harold prince in aSSociation with ruth mitchell and howard haineS

STARRING

colin donnell adam Grupper celia keenan-bolGerlin-manuel miranda elizabeth Stanley betSy wolFe

whit baldwin rachel coloFF ben crawFord JoShua dela cruz bernard dotSoncolleen Fitzpatrick marJa harmon leah horowitz mylinda hull michael X. martin

Sean mckniGht kenita r. miller patricia noonan andrew SamonSky pearl Suncharlie Sutton zachary unGer JeSSica VoSk karl warden michael winther

SCENIC CONSULTANT COSTUME CONSULTANT LIGHTING DESIGNER SOUND DESIGNER John lee beatty ann hould-ward ken billinGton dan moSeS Schreier PROJECTION DESIGNER HAIR AND WIG DESIGNER MUSIC COORDINATOR wendall k. harrinGton tom watSon Seymour red preSS

CASTING COMPANY MANAGER PRODUCTION STAGE MANAGER ORCHESTRATIONS BY Jay binder michael zande peter lawrence Jonathan tunick

MUSICAL STAGING BY dan knechtGeSFEATURING the EncorEs! orcheStra

MUSIC DIRECTOR rob bermanDIRECTED BY JameS lapine

recording Produced by recorded & Mixed by executive Producers tommy kraSker bart miGal philip chaFFin & Sean patrick FlahaVen

thiS recordinG waS made poSSible by GenerouS FundinG From the Shen Family Foundation, the diller – Von FurStenberG Family Foundation

and the benJamin m. roSen Family Foundation.