Well, the saga of SMASH, both on and off-screen, ends tonight. A lot of smart, talented (and in some cases, smart AND talented!) people were brought together to create a television show. Probably too many people. Yes, "too many chefs" is the most succinct way to say what went wrong. But there was not a single soul working on the show who didn't want it to be great. Everyone just had a different idea of what that was.

And NBC spent a LOT of money on SMASH. Unfortunately, this year that amount – compared to viewers tuning in – would have spelled instant cancellation on any other network, so it is not fair to say NBC should not have cancelled it. Now, if you wanna talk about micro-managing, that's a whole other story!...

I suppose the greatest frustration Scott & I felt were how the actual moments in Marilyn Monroe's life that led us to write our songs were almost never explained in the episodes, which was a shame for it would have enriched the storylines of Tom & Julia and made many of our choices clearer and maybe made our songs more meaningful.

So, what follows is the story of why and how our songs were written. Newspapers, magazines and websites only seemed interested in the gossip behind the scenes, so I am using Facebook to put this info out there. So if you are interested, settle in, this is gonna take awhile!

One last thing. Unless noted differently, I orchestrated the demos, doing my sloppy version which was good enough to film to, and then Doug Besterman would take my ideas, add his own, and those orchestrations were then played by a small but mighty group of great NYC musicians (put together by Mike Keller). Then my co-producer Scott Riesett, engineer extraordinaire Lawrence Manchester and I would combine those recordings with some digital orchestral sounds and mix what you heard as the final version.

Finally, I hate to post YouTube links instead of iTunes links, but oh well. If you like what you hear, please buy the recording on iTunes!

There are many ways to look at what happened on SMASH, and there was a lot more to SMASH than just our songs. What follows is only one point of view, from one half of one pair of songwriters.

- - -


We wrote this song after Scott read that Marilyn loved the work of the poet Yeats and especially his poem "Never Give All The Heart", which we paraphrase throughout the lyric. Here's the poem:

"NEVER give all the heart, for love
Will hardly seem worth thinking of
To passionate women if it seem
Certain, and they never dream
That it fades out from kiss to kiss;
For everything that's lovely is
But a brief, dreamy. Kind delight.
O never give the heart outright,
For they, for all smooth lips can say,
Have given their hearts up to the play.
And who could play it well enough
If deaf and dumb and blind with love?
He that made this knows all the cost,
For he gave all his heart and lost."

I came across this video montage a Marilyn fan cut to the song and it seems an appropriate way to start things off, so, here we go:


We chose to write this song (and a few others) in the style of Marilyn's film musicals. Imagine our surprise when some Internet know-it-alls questioned the "reality" of these numbers, completely unable (or unwilling) to grasp what we were doing, actually posting comments like "would Marilyn really have gone to a baseball practice and flirted with other players?". Oh, we also got a note from some of our producers asking if it had to be so "40's". I explained it was actually quite "50's musical" but it was our first inkling that they would probably preferred we not stay so pure to the era of the Marilyn Monroe story. Uh oh...!


So, trying to see if we could write a song that would not be slavish to Marilyn's era, we wrote this song which makes use of a time honored theatrical "engine" groove. When we submitted our first draft of it, Bob Greenblatt (head of NBC) asked us to re-write the lyrics, which we had written to be much more specific to Marilyn's early starlet years and movies. He used the example of "Don't Rain On My Parade", which – except for "Hey Mr. Arnstein..." – has no mention of actual moments in the life of Fanny Brice or Nick Arnstein and yet it certainly get's her point across while remaining universal. So, while leaving in the one reference to "Norma Jean", we took his note and are happy we did.

Director Michael Mayer filmed the hell out of it, but when I hear this song, I still only see these two fantastic women standing in the studio, singing together for the first time, everyone's heads and hearts exploding all over the control booth.

Here it is with intro...


Scott thought a mambo would fit the time period and we both agreed the title some of our partners wanted us to go with, "The 20th Century Fox-Trot", would not be the hot dance rhythm Marilyn would use to captivate the team helping her with her screen test.

What wasn't told on the show is how an casting executive at Fox (Ben Lyon) took a chance by setting up a unapproved color screen test for Marilyn, sensing it was best for her, a decision that would have gotten him fired if it hadn't worked out so well!

This song has one of the two moments Scott & I allowed an imperfect rhyme in a song. When we write, I often take the phrases Scott & I have listed, and trying to use as many of them as possible, I write a "dummy" lyric as I create the music, a lyric which we then go back and carve into the real thing. In this dummy lyric, I rhymed "hire me" with "fiery". Now "hire" rhymes with "fire" and "me" rhymes with "y" but two rhymes don't make a right. But come on, we had to write a billion songs a week!! So, yes, we let it go! Please forgive us!


This song is pretty self-explanatory. Fearing our producing partners would be scared by the "traditional theatre" style, I also demo'd this one with a pop ballad groove. Scott heard it and almost projectile vomited on me, so we stuck with the "traditional" style, iTunes be damned!


This episode's script called for a(nother!) Marilyn & Joe duet to be sung at a party, which we thought was odd, having just had a duet for them in the previous episode. Sure enough, after the read-thru, we were asked to write a new, non-duet, uptempo song for the spot. This was the first time we had to pull off an actual "out of town" kind of moment and write and record a new song right away, as it was filming only days later. Scott came across this magazine cover...

...and we were off and running!

"WOLF" contains our second bad (but fun!) non-rhyme. "Marilyn I gotcha" and "I put on Sinatra". "Gotcha", "Sinatra". Good Lord, that's ridiculous (but fun)! Unfortunately, this one was literally written under the wire and before we had a chance to fix it, it was filmed and on TV!

Oh, did I mention we were instructed to also include Nick Jonas and so we wrote a verse that fit his character so that he could join in, even though he is hearing the song for the first time. Hey, it's a musical!

The second time "WOLF" appeared, with Kat as MM, it had new lyrics for the Nick Jonas verse.


Everything seemed to coalesce on this number. Back then, Scott & I actually watched the episodes as they aired and I do have to say it was thrilling to know millions of people had just seen this "full out" number on their TV sets. Note to songwriters: always have Megan Hilty and choreographer Josh Bergasse take your song and fly with it.

As we filmed this number at a theatre on Staten Island we realized we were watching a number from a made-up musical, which was a song inspired by an actual movie, being performed in a real theatre while being filmed for a TV show. I think my head exploded shortly after having that thought.

This orchestration was my diabolical creation, which Larry Blank helped make a reality.


This was that 2nd Marilyn/Joe duet we had written for the party episode which was replaced at the last minute. We were happy it got to live in this subsequent episode. Thanks to Aaron Heick for his help making my horn parts work (on this and MAMA MAKES THREE).


There are some who will always make fun of a song written for the character of Joe DiMaggio, but Will Chase certainly sings the hell out of it.

And we were proud to figure out how to write that last verse so that it would apply equally to Joe & Marilyn and Julia & Michael. The haters never seemed to give us credit for pulling that off on almost every song, so allow me to uncharacteristically (ha!) pat ourselves on the back!


Our first non-BOMBSHELL song, written to show Ivy's downfall. We wrote a song that would mirror Ivy's real life situation, making it that much more difficult for her to be a part of it's performance. Unfortunately, what this number was, what the actual show it was in was, was never set up. All even we knew was that the title of the show was "HEAVEN ON EARTH". Well, we had fun recording with Norbert anyway.

The full version is out there somewhere, but I can't find it. Here is the edited version used on the show.

Here is the audio...


This title was an actual quote from 20th Century Fox studio chief Daryl Zanuck. Did you know that he had a steam room under his office where he would often have meetings? We wrote this song to take place at one of those meetings but except for a barely audible remark about adding towels, this kind of important fact was never set-up on the episode. Ah well!

Anyway, we wrote this to feature Christian Borle, whose prodigious musical talents had not yet been utilized. We love Christian Borle.

Sadly, the only video I can find right now is someone filming their TV set!

DIG DEEP (with Uma)

We wanted very much to do a number in the style of Marilyn's "My Heart Belongs To Daddy" from LET'S MAKE LOVE, a very Hollywood version of Greenwich Village beatniks. The addition of Uma Thurman gave us this opportunity. We only found out Uma was a few months pregnant on the day of filming when the costume had to be altered to hide her baby bump! Only on SMASH kiddos, only on SMASH!

By the way, Uma Thurman is a great, "take no prisoners" broad, and we adored working with her.


Ah, the infamous Bollywood number.

Scott thought it was time to do a number that could, in some way, involve the entire cast and we knew Raza had a great voice (and was the son of an Indian sea captain!). We also thought, once we delivered the song, that a scene would be created that would perfectly set-up and lead into a fantasy. Imagine if ALL the cast had gone to dinner, imagine that Bollywood images were unmistakably all around the restaurant, imagine them all getting quite drunk or stoned, imagine...imagine...

If you haven't gotten the point yet, the first rule of show biz is "SET UP IS EVERYTHING". Someone carve that on my tombstone.


Marilyn (co-)wrote an autobiography ("My Story") and the first chapter told the incredible story of how her mentally ill mother, on a rare trip home from the institution, bought a white baby grand piano on a whim and that it was Marilyn's favorite memory of her childhood, the only time she could remember her mother happy. But sadly, the piano (and mother) were both sent away. The adult Marilyn searched and searched for this piano and actually found it at an estate sale and she kept it with her the rest of her life.

We knew this was an incredible basis for a song, and although the song does tell the story, we believed it had to be properly set up so that people might understand what the hell she was singing about. Well, no such set-up was filmed and we had to fight just to get a few lines looped over the back of characters in a attempt to convey this unique true story. Ah, SMASH...

Luckily, Megan Hilty makes up for the lack of a set-up with her delicate performance. And Jeff Atmajian's help on the orchestration is always a blessing.


There were a lot of cover songs on SMASH and Scott & I had NOTHING to do with the choice or arrangements of any of them (the "Bruno Mars thing at LaMama", I'm looking at you!).

When we read a script that called for "There's No Business Like Show Business" to be sung (without irony!) for a montage, we were flabbergasted. Then we had to fight to get me to be the arranger, since up to that point no cover song was chosen, arranged or produced by either Scott or myself (despite our experience doing those things...Google us!). I didn't expect to produce/arrange every cover, but I didn't expect to do none of them, especially "There's No Business Like Show Business"!

Yes, get out your violins, because at this point in the making of SMASH, where suddenly I wasn't worthy of arranging "There's No Business Like Show Business", I actually broke down and cried.

Well, we persevered and at least got the song changed to "Another Opening", which was just as corny but at least fit the moment more. I decided to give Christian ("Tom") his Barbra moment, and did this "The Broadway Album" style arrangement. Our assistant Richard Read took this recording and cut together a fabulous montage of SMASH Season One moments, but at the time, we were not allowed to post it. Well, who cares now, here it is!


Lord Almighty, we actually got to do another cover song!

From the moment we met her, we kept telling Anjelica she had to sing. She said she had never sung and would not consider it. Still, we persisted. And then Scott had the brainstorm of all brainstorms. Anjelica's grandfather was the great actor Walter Huston and, although not really a singer, he introduced the legendary song "September Song" on Broadway. When Scott made the suggestion to Anjelica that she sing this song (and, at that point, we did not know the recording of her grandfather singing it had been played at her dad's funeral) she was overwhelmed. So, we finally got her over to the house and we slowly rehearsed and recorded her one afternoon. Of course, it turned out she had a lovely style and she performed the song exquisitely.

Unfortunately, this is the only clip I can find and it not only cuts out the intro, but also eliminated my dialogue. Well!!

Once again, Richard Read cut together a wonderful video of images from Anjelica's life, which I happily include here.


We wrote this song to be a theme song for the show, but it was deemed too "musical theatre-y". Yes, the show was about musical theatre, but...hey! Then, suddenly, at the last minute, they wanted a duet for Karen & Ivy in the out-of-town tryout episode and someone suggested that song we had written way back when. We argued there was no reason in BOMBSHELL for this song to be sung by Marilyn and a girl in the chorus but they said "just do it!". And so we tweaked a few lyrics and it was filmed. It is hard to complain though, anytime you get to have Kat McPhee and Megan Hilty sing your song. I couldn't find a link online for the number, but here is the audio.

DON'T FORGET ME (with Kat)

Ok, for a change of pace, here is an instance where we were actually improved by the micro-managing that was the status quo on SMASH.

After we submitted our first song for this slot, we were "encouraged" to go back to the drawing board. Since the previous episode had all the characters going to church and Tom & Julia clearly getting inspired by hearing Kat sing there, we wrote a song that had JUST A TOUCH of pop gospel to it. JUST A TOUCH. Which seemed to make sense for a song sung by an ascending to heaven Marilyn Monroe. And the song we wrote, entitled "IN THE CITY OF ANGELS" was lovely.

But they wanted something more upbeat and triumphant. "Why would Marilyn be upbeat triumphant" we asked, "she just OD'd, alone, after a lifetime of heartache". "Just write it" they said. We were angry and I guess we channeled that anger when we wrote a new song, and, well, all's well that ends well, cause (most) people really have been touched by this second song. So, here's to too many chefs and corporate micro-managing!




New Season. It was decided not to have any BOMBSHELL numbers in the premiere, to prove that the show was moving on. A cover song was recorded and filmed (that we didn't much care for) and after seeing a rough cut, Scott & I offered an idea for a BOMBSHELL song that would address the story: the previous year, the long wait for the second season to start, the idea that the characters (and the show) were moving on. You know, the way a song in a musical can take care of all of that exposition. And rhyme while doing it! So that is how this song came to be.


Our new show-runner Josh Safran asked us to write the introduction song for Jennifer Hudson, whose character was, well, still being developed. His idea was to have her starring in a musical about the first black supermodel, with the song taking place at a fashion show. It sounded very "Mahogany" to us (which was both a good and a bad thing!) and this is the song we wrote and recorded.

Since I don't think I can post Jennifer Hudson's vocal without a lot of red tape, I am most happy to post the song with Shayna Steele's demo vocal. Even Jennifer said "I will sing this just like HER!" so, hearing this is in NO way a lesser experience! Shayna was pregnant singing this, I was afraid the high notes would cause her water to break.

Take A Picture, It Lasts Longer (w Shayna).mp3
(thanks to Joseph Joubert for the help on this orchestration)


As can happen, "Take A Picture" didn't come across as anyone intended when it was filmed. And after is was filmed, Jennifer's character became more defined and was suddenly "the good girl of Broadway" who would never be so tough onstage because her domineering mother wanted her to stay squeaky clean. So, Scott & I wrote a new song that would playfully foreshadow this mother/daughter relationship


Pure Ivy, pure Megan Hilty. A song that speaks to both Marilyn's and Ivy's frustrations at always having to prove themselves. We were shocked at the filming that there was no theatrical lighting for this number, but luckily, Megan's inner lighting did the trick.


Meanwhile, the decision was made to finally show how JFK was portrayed in Bombshell. We knew hearing JFK sing was a dicey proposition but it couldn't be ignored. We all decided to go for a seductive Rat Pack era sound and Scott & I wrote a bossa nova duet that we are very fond of. And I am REALLY fond of Brad Dechter's elegant orchestration.

The scene that contained this song was supposed to show Julia's new "hot" book-writing. It was shot and then re-shot but, well...let me just say that, for this song, I am only linking to the audio recording! 'Nuff said!


What a thrill to record Jennifer on this classic song from the musical "PURLIE", one of Josh Safran's best cover ideas. I goosed the original arrangement just a bit and Jennifer tore it up.

I GOT LOVE (the Derek version)

The plot called for a different arrangement of the same song, one that would allow Jennifer to show off a more sensual feeling. I pretended Bob Fosse was smoking beside my piano and this is what he and I came up with.

The full length audio version...

I Got Love (a la Derek).mp3


For Jennifer's big breakthrough moment, Scott & I combined her story arc (someone who wasn't allowed to break free) with the percolating arc of the new character, songwriter Jimmy Collins, who wouldn't allow himself to be tender and admit his growing love for Karen and we ended up with "I Can't Let Go".

Yes, we wrote a song for the "Jimmy" character! Scott & I had it in our contract that we COULD make a fuss about other songwriters on the show, and although logistics made it impossible to fight to write "HIT LIST", we simply said "If Jennifer Hudson is singing a ballad, WE'RE FUCKING WRITING IT!". Luckily, we were actually encouraged to do just that and Jennifer Hudson sang her heart out. By the way, she sounds like this every time she opens her mouth to sing. Recording with her, I was in "white gay boy who wants to be black" heaven.


Due to their quest for something different, the powers that be suddenly recognized that there was a decided lack of razzmatazz (for lack of a better word) on the show and we were asked to deliver a production number for BOMBSHELL. Now, at this point, Scott & I felt "what else can we write about this woman??" but we looked at all the hours of footage of Marilyn coming off planes with reporters and fans swarming and came up with this song.

And we got even more excited when we realized it could be a fantasy for "Tom", allowing Christian Borle a chance to sing and dance with Kat and be funny. You know, the kind of things we thought people tuning into a show about Broadway musicals wanted! He didn't disappoint! And Kat nailed the attitude so well, that what you hear on this number is the "scratch" vocal she cut between takes one day just so that everyone could hear the song to sign off on it (yes, even at this point in the proceedings, our songs had to pass an audition every week). Kat, without exaggeration, sang this vocal in a broom closet we found in the theatre we were shooting in and we all decided not to try to top it.


Although other talented folks were writing the HIT LIST songs, Scott & I did get to write a few numbers for other shows that became part of the plot of Season Two.

Ivy gets cast in a revival of a musical version of DANGEROUS LIAISONS (ironically, in the Uma Thurman role). We got to write her a "Glitter And Be Gay" type of number that showed off her legit voice and attitude. If you know the plot to DANGEROUS LIAISONS, you'll hopefully appreciate how we musicalized Cecile's story.

The witty orchestration is by the great Michael Starobin and I am such a bad conductor, it took me over an hour to record it! It's freakin' hard to follow an already recorded fast rubato vocal! But thanks to the music editing prowess of my co-producer Scott Riesett, you'd never know it!

They only used half of the song in the episode, so here is the full audio.


In Dangerous Liaisons, Valmont infamously says (depending on what translation you are reading) "It is beyond my control" or "It is not my fault" when speaking of his heart breaking appeal to women. Who better to sing it than infamous womanizer Sean Hayes!

Our task was to write a song that could have been delivered seriously once upon a time, but when approached and orchestrated differently (orchestration here by Jonathan Tunick, by the way), could be a romp. Working with Sean was as much fun as you can have with your clothes on. And for the price of lunch, he probably WOULD have recorded it naked.


Ok, Josh asked us to create a Sammy Davis Jr. Rat pack moment for Leslie Odem Jr.'s character Sam. So, our goal became to write a song that is both about Sammy Davis Jr. rallying Democrats at a political function and ALSO about the rekindling of Tom & Sam's romance. Every word having meaning for both situations. No problem!

And oh, Leslie's voice is more Nat King Cole, so, in our minds, it was Nat, not Sammy at that rally!

We loved that this number was done in the old-school movie musical manner of a performance at a party that is suddenly perfectly staged with a full orchestra playing. The way life ought to be.


It would have been great if the episode had made it clearer that Marilyn's mother was a "picture cutter", meaning one of an assembly of people who would make the cuts in the film as instructed by the editor. And that the production everyone dreamed of filming, one on a full stage with gorgeous stage lighting could have been filmed, but it was not to be.

And that is ALL I could ever complain about here. First off, a Jonathan Tunick orchestration. I was (almost) speechless when I asked him to join us and he said yes.

And, of course, Scott & I were so thrilled to get to write for Bernadette Peters, you only have to think of her and a song plops right out! She sang this is our home studio with me playing live and Megan joining in, with Megan, myself and Scott all trying to contain our hearts from bursting with the blessing of this moment in our lives.
(And Bernadette and Megan sang live every take, which made it a living hell for editor Camilla Toniolo to put together, but absolute heaven for the rest of us!)


Well, what can I say? Liza! The script called for a ballad and we were happy to get to show off that side of Liza's interpretive skills, although I am sure she would have loved it if I had added an arm swinging, double-time, socko finish!

Liza had only gotten the song a day or two earlier, so the recording session was me and her in the studio learning it bit by bit, recording as we went. What a thrill. And yes, the song has just a touch of Garland flavor to it...well, can you blame us?

And let it be known, we shoehorned the word "terrific" in there just to get to hear her say her iconic word in our song. And then she went and never said it like Christine Pedi would! I ALMOST called Christine to come over and edit her in on that word so that it would be "ctherrific!".

I did this string chart sitting in our hotel here in London. I didn't even get to be at the session, just got to listen in while scratching my back with a fancy fork meant for fruit.

Liza, Bernadette, Jennifer and Sean. We got to write for some incredible ladies this year!

DIG DEEP (with Megan)

How much fun it was to hear Megan sing songs already heard on the show. First up is her interpretation of "DIG DEEP".

DON'T FORGET ME (with Megan)

Love how director Michael Morris filmed this. Ivy seeing the people in her life, surrounding her, supporting her...wouldn't we all like our own lives to be like that. While singing this FABULOUS SONG!!


So glad that Josh Safran looked to us for a suggestion for what Ivy & Karen could sing at the opening night party of BOMBSHELL. We tossed around this and that and then Scott said "That's Life". I picked myself up off the floor, ran to the car, raced home, went right to the piano, called the girls over, and voila!

We all got a mash note from the co-writer of the song Dean Kay that knocked us all over. This was a very satisfying moment on SMASH for all involved.


I could bore you with the details of how this song was filmed for one episode but for budgetary reasons had to be used for a different episode which resulted in it being used for 15 seconds. Well, not only could I bore you with all that, I just did.

Here is the audio of the whole thing, with a toe-tapping orchestration by Jonathan Tunick.


Here it is, the only song we were asked to write for HIT LIST. Is it totally obnoxious to admit I went over to the piano and it poured out in about the time it took to sing it? And then finally recording with Jeremy Jordan. Oh, Jeremy!!!

Special thanks to Larry Saltzman for taking my overly pianistic guitar part and figuring out how to play every note so that it had the right open sound. Many stops, starts and capos were involved. Thank you Larry.


This is a song we wrote with our great friend Laura Kenyon. Three lyricists on a song...that's cozy! It was written for a musical version of Gypsy Rose Lee's "The G-String Murders". It has been featured at two Broadway Bares (for obvious reasons) and when we heard Tom & Julia were having a "trunk song" concert, we knew just the song for Megan Hilty to conquer.

The orchestration is by me and Brad Dechter.


Written for Debra Messing last season for her to demonstrate a song that she and Tom have written for Marilyn's last husband, playwright Arthur Miller. But they decided to have Julia be less regretful on that episode (about her extramarital affair) and the song was put in a drawer. Happily, it fit the "trunk song" plot and Debra Messing comes out of the singing closet and gives a touching performance on it.

We (obviously) based the song on a striking quote of Arthur Miller "Maybe all one can do is hope to end up with the right regrets."

Jeff Atmajian took my orchestration and added his own wonderful touches, particularly those Peter Matz oboe lines!! Heavenly.


After "September Song", Anjelica said she'd be up for another song, maybe a French one. Josh knew this and asked us to come up with an actual French song of goodbye when it seems "Eileen" has lost everything and this Piaf song fit the bill. Sadly, in the final edit, the scenes that would have made this song make sense were lost, and the song with it. Along with Jeff Atmajian's gorgeous orchestration.

It is supposed to be put online today. Here is the recording...

Adieu Mon Coeur.mp3


The last song. Yes, Scott & I could have tried to pull out one more "LET ME BE YOUR STAR" or "DON'T FORGET ME" for the girls, but by the time we were writing this song, we knew it was all over and felt like going out with some fuck you swagger. Orchestration by me and Brad Dechter.

So, that's it. All over. A LOT of work and yes, to be honest, a LOT of heartache. But moments of pure bliss were tucked in there, more than a few. So, like childbirth, hopefully Scott & I will forget the pain and will only remember hearing and seeing our songs being brought to life by some of the greatest actors and actresses we could ever hope to work with.

Which brings up one final thing I never understood, which is...where were the prima donna costume designers, nerdy orchestrators, crazy professor set designers? Where were the things, so absent on SMASH, that are the things you most get when you walk into a rehearsal of a musical: laughter and joy? Damn, everyone on the show was so miserable!

Well, it wasn't like that on the set when we were filming a number or in the recording studio making music. We had a great time.

So, much thanks to everyone on the show, so many who were so kind and wonderful to work with. Onward!

x Marc