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“Ah, But Underneath”: Words, Music and Character Development

Drew Payne


She was smart, tart

Dry as a martini—

Ah, but underneath…

She was all heart

Something by Puccini—

Ah, but underneath...

Ah, But Underneath, Follies - Original London Cast, Stephen Sondheim


Julia McKenzie, dressed in a white silk dress, walked slowly to the centre of the stage, dry-ice swirling around her feet, and picked out by a single spotlight. Then she stopped, looked off into the middle distance, and began to sing “Losing My Mind”. She stopped the show.

It was 1987 and I was sitting in the audience at the Shaftsbury Theatre, London, watching Follies, my first West End musical. I had heard so much about this musical, about the A-list cast taking to the stage in it, I had already bought myself the cast recording of it before seeing it. “Losing My Mind” was a torch-song about unrequited love, but listening to that album I had no idea of the power of that song. Sitting there in the theatre, that song hit me face-on, and it stopped the show. I could feel other people around me reacting in the same way.

Now, Julia McKenzie is a very fine actor, with a wonderful singing voice, but it wasn’t just her performance of that song, it was her performance that whole evening. We had seen how her character was deluding herself, chasing after a lost love from twenty years before and denying the problems in her marriage. When we reached the part of the musical where she sang “Losing My Mind” near the end of the second act, we knew this woman and we felt so sorry for her; we were swept up in the real nature of the song because we were hearing it in context.

My mother always loved musicals but she loved the big, Hollywood, romantic musicals. The musicals where the action would stop for its great love songs and it always had a happy ending where the star-crossed lovers found happiness together. I hate those musicals, especially the unrealistic nature of them where the action stops for another song. Growing up, I was sure I didn’t like musicals; well, I didn’t like the ones I had been exposed to.

As a teenager I discovered the television show The South Bank Show. This was a weekly arts show, broadcast on a Sunday night. Unlike most arts shows then, it wasn’t a magazine show, filled with short segments about different and often unrelated subjects; The Show Bank Show would dedicate the whole show to one subject, one writer, one artist, one film, or one play. One Sunday night in 1980, it was about the musical Sweeney Todd, which was soon to premier in London. I watched it in amazement. The musical was about multiple murders and cannibalism, not your usual musical fare. (It was based on the London legend of Sweeney Todd, the barber who slit the throats of his customers, and his sidekick Mrs Lovett, who cut up those bodies and cooked them into meat pies.) But it was more than just a musical horror story; the songs examined the nature of revenge and the destruction of a man’s mental health. I was fascinated and I’d discovered my first musical hero, Stephen Sondheim.

Three years later, a touring production of Sweeney Todd came to Manchester; I was still living with my parents in Liverpool. I persuaded my parents to take me to a matinee performance. I was a teenager and learning how to “persuade” my parents to let me do what I wanted to do. It was a musical and that was enough to appeal to my mother, and my father went along with it because my mother wanted to. My mother, though, after the curtain rose and the songs began, rapidly disapproved of it, and she could disapprove with a force like thunder. The last song of the first act is called “A Little Priest” and is a comic song about cannibalism. My mother was audibly huffling throughout it. During the interval, my mother announced, “Tommy, this isn’t what I call a musical!”

My father replied, “But it’s very interesting, dear, and those actors are taking good parts.” We stayed for the second act.

The atmosphere in the car on our journey home that day was tense. My mother silently oozed disapproval; it had not been her idea of an afternoon spent at the theatre, especially as the second act seemed drenched in murder and madness. I sat in the car’s backseat silently because I had been swept away by what I had seen. It had been a fast-paced plot with a cast of not-so-lovable characters, but it had also discussed some big themes like the nature of revenge, how destructive it can be, and how it doesn’t give you justice or peace. This was what drama could be about.

I had to wait until I’d left home and moved to London to see my next Sondheim musical, Follies. This was a very different musical, about the 1970s reunion of the Follies Girls, showgirls from a 1950s musical extravaganza. This musical was about relationships, nostalgia and how we can fool ourselves with both, plus it didn’t have a neatly happy ending. It showed me how fantasy can be used so effectively in drama, where the characters can step forward and tell the audience what their problems are, in this case with four very different and very original Follies numbers. “Losing My Mind” is one of these numbers.

Since then, I’ve had the opportunity to see theatrical productions of all his musicals; some have been memorably good, some have been easily forgotten. Sondheim’s musicals do demand so much from actors and production, they are not easily staged in a room above a pub with mediocre actors. Living in London, I have been fortunate to have been able to see some amazing theatrical productions, and so many of them have been Sondheim’s musicals.

What Sondheim’s musicals do, which I found revolutionary when I first saw them, is that his songs still carry the plot forward. In one of his musicals, the plot does not stop for a song; instead the songs are so important to the plot, moving characters and plot forward. His lyrics also capture the characters’ speech patterns; you can hear their dialog in the lyrics of the songs they sing. The meaning of the emotions in his songs deepens when you hear them in context, when you have spent an evening with the characters who are singing them, when you know who they are and why they are singing that song.

Sondheim’s most famous song is “Send in the Clowns”. It is always sung as a romantic song, a love song, but in the musical it is something very different. In A Little Night Music, it is sung by the character Desiree who has spent the musical chasing after Fredrik, an old lover who she thinks will make the perfect husband and father for her teenage daughter. In the second act, she finally gets Fredrik alone in her boudoir and he tells her he really loves his wife. She sings “Send in the Clowns” as her reply. The song is an “oh shit” song. She has finally got Fredrik where she wants him, but he doesn’t want her and she realises she really doesn’t want him. It is such a human and awkward moment, but you do not get that if you only hear the song out of context.

It was a great joy introducing Martin, my husband, to Sondheim’s musicals. I had worried at first that he wouldn’t like them, that he would see them just as camp froth, as so many people claim them are. Fortunately, he saw in them what I do, he too enjoys the plots and characters that are carried along by Sondheim’s sharply lyrical songs, what he also enjoys are their plots. None of Sondheim’s musicals could be described as having “conventional” plots, no two of his musicals even have similar plots, but they always have fascinating plots, even if the plot does not hit the mark, like in Anyone Can Whistle.

When I first moved to London, the first gay men I met happily told me that Sondheim was gay, he was one of us. At first it was reassuring; such a genius like Sondheim was also gay. I found comfort in those famous and intelligent and creative men who were also gay. Later, I came to realise, as I read more about Sondheim and his life, that him being gay was one part of the outsider that he was and that his outsider-ness, not being at the heart of any of the societies he belonged to, made him such a talented composer and songwriter. He was looking in from the sidelines, not celebrating from the centre, and so could comment on all he saw, good and bad. I have found that in myself, so much of my writing is me looking in at something I didn’t fully belong to.

On the 26th November 2021, Stephen Sondheim died. He was at home with his husband when he did.

He has been called a titan of musical theatre and he certainly did reinvent the musical form. But I fear that we won’t get another Sondheim. He made his songs an integral part of the musical’s plot, but musicals have changed so much in the last thirty years. They now cost hundreds of thousands of pounds to stage and MUST be a hit. So we get lots of revivals and jukebox musicals, musicals based on the back catalogue of a famous singer or group or musicals based on famous eighties blockbuster films, which use eighties pop hits as their songs. Musicals with a big and ready audience before they even open, musicals that guarantee a happy ending. Unfortunately, I do not see any space for new composers and songwriters who are trying to do something different, like Sondheim. But there is always fringe theatre.

With his death, I have lost the hope that maybe there could be a new Sondheim musical somewhere in the pipeline. He was not the most prolific of composers but always produced quality over quantity.

I do have the hope of more productions of his work. In 2017, the National Theatre staged a production of Follies. They got every element of it right; the casting, staging, orchestration and direction were so right that they generated a perfect production and we got to see it. It is a memory I will happily never forget.


Sondheim's work was celebrated in a revue, Side by Side by Sondheim.jpg

Edited by Drew Payne

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