She's Got Standards

How Nora Ephron fought to compose the 'Sleepless in Seattle' soundtrack her way (no oboes, please), and masterminded an unexpected multi-platinum hit.

Way back in November 2015, I interviewed Marc Shaiman, the celebrated composer and lyricist one Academy Award away from EGOT, the acronym designating artists who have won an Emmy, Grammy, Oscar and Tony. The conversation went well until it got awkward. While I listened, mouth agape, he recalled his bitter feud with Nora Ephron, the beloved writer behind two iconic romantic comedies he scored, When Harry Met Sally and Sleepless in Seattle. The whole time I was thinking, Why is he telling me all this on the record? I’m not Dr. Marcia Fieldstone! I’m a journalist!

The musician’s candor echoed several other interviews I conducted while researching my first book, I’ll Have What She’s Having, the inside story of Ephron’s revered rom-com trilogy, the third being my personal favorite, You’ve Got Mail. When I began to collect testimony from her former colleagues, I hardly expected to hear that in many instances, the fairy godmother who ushered the romantic comedy into an unparalleled second golden age — sprinkling the genre with wit, warmth and wistfulness — was spikier and less sentimental than the movies she made. That she was human, after all. While Ephron, quietly battling serious illness, cultivated a cozy brand identity later in life, it was her true personality, a voice as sharp as a bouquet of newly sharpened pencils, that gave her romances unexpected depth and staying power. The fascinating contrast, the sugar and spice, aligned her with filmmakers like Preston Sturges (The Palm Beach Story), Billy Wilder (The Apartment) and the abrasive, opinionated Rob Reiner, for whom she wrote the Oscar-nominated When Harry Met Sally, widely considered the greatest romantic comedy of all time. Was Rob Reiner nice? Not always. But he wasn’t expected to be.

On Sleepless in Seattle, Ephron’s debut as a big-budget writer-director, she had $21 million riding atop her shoulders — and as a woman navigating male-dominated Hollywood, she couldn’t afford a screwup. One major flop and her directing career would go down the toilet. In 1992, when she filmed Sleepless, women directed only 5 percent of studio films, the hard data confirming obvious gender bias within an industry that allowed male directors to fail upward but not women. Presiding over the Seattle set, Ephron — renowned in Manhattan and Los Angeles for her elegant, star-studded dinner parties — was always put together, an aristocrat who loved to have a good time and be around the crew. She ensured the craft services table boasted the best snacks available, and if the spread fell short of her high standards, if that caterer wasn’t in her “food group,” the prized quadrant where she placed her favorite people, then watch out: The pink slip was coming. To my surprise, she ruthlessly fired a talented production designer for choosing to paint the walls in Meg Ryan’s kitchen mustard yellow rather than leading-lady pink, and also cut loose the child actor she originally cast to play Tom Hanks’ son after he froze in front of the camera.

“I thought it was the bravest thing I’d ever heard,” Hanks told me, adding: “And for Nora, on the first weekend of shooting to have to make that sort of change … well, then you’re into the reason why most people don’t want to direct movies, or end up directing movies that have big, fat, gaping holes in the middle of them — because they don’t want to fire somebody like that. They don’t want to be the mercenary who has to do a very, very extreme and devilish deed in order to make the movie live the way they see it in their head.”

All that’s in the book — but the Marc Shaiman squabble is not. I might have included it, except that my original draft was a whopping 528 pages, double-spaced. It was a mess, my friends. At my publisher’s urging, I channeled Marie Kondo to get it within word count — that’s how nearly 60,000 words wound up on the cutting-room floor, always at night after coming home from my consuming Patricia Eden job (over-caffeinated magazine editor). When I decided to start this newsletter, which I half-jokingly dub “The Fox Books of all 152 newsletters named You’ve Got Mail,” I thought, Why not post selected outtakes here and there? That’s fun! I would read that! Every week or so, I’ll drop the occasional outtake alongside my hot takes on pop culture, my coldest takes on film history, the official itinerary of my You’ve Got Mail walking tour and updates about my upcoming book, No Crying In Baseball, a backstage look at the making of A League of Their Own. Thank you from the bottom of my heart for subscribing! My introductory letter runs a tad long, though not nearly as long as Tár, a three-hour Cate Blanchett bonanza that you must stream if you haven’t already. I’ll keep it shorter going forward…

…but since you’re here: I’m the author of popular narrative nonfiction books on arts and entertainment, including Queen Meryl, and an unabashed meet-cute connoisseur (read my latest, “The State of the Union: Why There’s Still Hope for Rom-Coms,” in Vanity Fair.) Lately, I’ve devoured seemingly every cheeseball holiday movie on Netflix, and while I cannot in good conscience recommend the new Freddie Prinze comeback vehicle, I thoroughly enjoyed The Noel Diary (Justin Hartley, smoldering) and Falling for Christmas (Lindsay Lohan, luminous).

Without further ado, let’s time-travel to 1993, shall we? Sleepless in Seattle opens big at the summer box office, transforming the inimitable Hanks and Meg Ryan into America’s Sweethearts, a cloying label that makes their stomachs turn. The movie also makes Ephron one of the year’s hottest record producers — a feat that absolutely no one saw coming. She infuses the picture and its companion soundtrack with throwbacks from Jimmy Durante (“As Time Goes By”), Louis Armstrong (“A Kiss To Build A Dream On”) and Carly Simon (“In The Wee Small Hours of The Morning”), and reluctantly caves to corporate pressure, adding treacly up-and-comer Celine Dion’s “When I Fall In Love” to the mix. That August, the CD goes quadruple-platinum, reaching No. 1 on Billboard’s top albums list without producing a single top-40 radio hit. My mom buys the disc and we listen to it while driving everywhere — to Target, to the mall, to the movie theater (our home away from home). We play it more than Mom’s all-time favorite album, Tapestry, and the New Age-y “Fields of Gold” on regular rotation in her car. Somewhere, the cool kids are brooding to Pearl Jam and Nirvana, but I rock out to Durante, whose warm, gruff, unusual singing voice — butterscotch dipped in bourbon and rolled in coarse sand — makes me smile every time I hear it.

Shaiman and his longtime collaborator, Scott Wittman, happened to discover the 1964 record Jimmy Durante’s Way of Life, on which the bygone balladeer croons “Make Someone Happy” and “As Time Goes By,” while shopping 40 blocks south of the Empire State Building. Behold an unpublished music-centric excerpt from I’ll Have What She’s Having:

“I never heard that,” says Marc, the film’s composer and music supervisor, then a musical wunderkind who had worked on Saturday Night Live and arranged music for Bette Midler and Billy Crystal. “It was quite an obscure recording and this was back before CDs and iTunes. We found that at Footlight Records, which used to be down in the East Village, which was nothing but obscure, used, second-hand records. Scott and I used to go there all the time.”

Durante, whose bulbous nose acquired him the nickname “Schnozzola,” was born on Manhattan’s Lower East Side. He was a singer, a songwriter, an actor and a comedian, with the schnoz always part of the shtick. He started out playing ragtime piano at bars around the city and went on to lead his own jazz band, star on Broadway and play Buster Keaton’s comic foil in the movies during the 1930s. From the 1940s onward he hosted popular radio and TV shows, signing off each broadcast with a cryptic catchphrase: "Good night Mrs. Calabash, wherever you are." Fans puzzled to decipher the meaning: Was it a tribute to a waitress named Lucy Coleman in Calabash, North Carolina? “I’m going to make you famous,” the traveling entertainer reportedly told Coleman while dining at her restaurant one evening. He finally put the rumors to rest during a 1966 speech, identifying “Mrs. Calabash” as his late wife Jeanne, who died on Valentine’s Day 1943 following an illness.

“Years ago, the Mrs. and I, the first Mrs. Durante, used to drive across country, and we came across a beautiful little town, Calabash, and we stopped there overnights and she loved it, mercy on her soul, really loved it,” he said. “I was playing piano then and as soon as I get rich I’ll buy that town. So, gentlemen, Mrs. Calabash … was Mrs. Jimmy Durante.”

Marc was moved by the yin and yang — the optimism and heartbreak — inherent within Durante’s late-career love songs. “He certainly didn’t sound like anything that would happen in modern-day show business,” he says. “But he had this adorable personality. And when he sang ballads, it had this wonderfully bittersweet, charming thing that came across. Hearing this broken voice but this meaningful, sincere performing style, it was kind of perfect — especially, to hear him with a lush orchestra. His voice is so not lush.”

(Photo credit: National Portrait Gallery, Smithsonian Institution; gift of Elsie M. Warnecke)

When Nora heard the album, "It was one of those 'it's a sign' moments,” she recalled. “We hoped to create some of that 'I'm lying face down on my bed wondering if anyone will ever love me' stuff that I associate with being a teenager."

When Sleepless music editor Nick Meyers relayed that Nora wanted extra strings on “Make Someone Happy,” already perfected by Gordon Jenkins, Marc cringed. “I would never think of adding strings to that arrangement,” he says. “It was so tense.”

Relations between Marc and Nora took a sharp turn for the worse.

“It all started nicely though,” he says. “Because I met her and we worked together on When Harry Met Sally, although never together, just on the same film. I went to see the first film she directed, This Is My Life. I went to see that one day and loved it. Loved the music choices, too. I got her number from [Rob Reiner’s] office and called her and told her I enjoyed it. She was very touched by that.

“She was putting together Sleepless and they contacted my agent about me doing it. Nora, even more than Rob, is very specific about what she likes and doesn’t like, and that’s what a director is supposed to be like. And that was another situation where Nick [Meyers] was extremely important in the song choices. I believe he then got the credit of music supervisor.

“Nick and Nora had a relationship already and they were very in sync with each other. And so it was, once again, the three of us pitching ideas. The one big idea I had, which was out of left field but would get a big laugh in movie theaters, was ‘Back in the Saddle Again.’ It’s not a song or a singer you would expect in a romantic comedy, but it’s a moment where Tom Hanks is about to start dating again. That was my idea. Otherwise it was probably mostly all Nora.”

She battled with Marc over “A Wink and a Smile,” on which he invited New Orleans poet Ramsey McClean to contribute verses. McLean penned most of the lyrics for Harry Connick Jr.’s multi-platinum big-band album Blue Light, Red Light in 1991. His “Wink” conjured a black-and-white reel of two crazy kids speeding around the 1950s Louisiana countryside:

Leave your old Jalopy

By the railroad track

We'll get a hip, double dip

Tip, toppy, two-seat Pontiac

So you can rev her up, don't go slow

It's only green lights and all rights

Let's go together

With a wink and a smile

Nora loved the catchy melody but wasn’t sold on the words.

“I’m like, ‘Well, can you be specific? Is there something specific?’ And she was not being specific,” Marc recalls. “Then one morning I woke up and walked into my studio and the fax machine was churning. And out popped a bunch of pages from Carly Simon, who had done the music for Nora’s previous film and they were great friends. There was suddenly a note from Carly saying, ‘Hey Marc. Great to meet you. Here’s the lyrics Nora asked me to write for your melody.’ There’s this whole new lyric that Nora asked Carly Simon to write to the melody of ‘A Wink and a Smile.’

“I’m sure the lyrics she wrote were wonderful. I don’t remember any of them. I was like, ‘What is going on?’ That was when everything started splintering. I was mad at Nora for putting me on the spot. I love Carly Simon, I had this awkward phone call with Carly, like, ‘I have to tell you the truth. I didn’t know that you were doing this. My friend wrote other lyrics. I’m between a rock and a hard place.’ Then Nora was basically like, ‘I’m the director and this is what I want.’ I was like, ‘Tell me what you want exactly. What am I supposed to tell Ramsey?’”

While [Sleepless producer] Gary Foster tried to smooth things over, Marc and McClean asked Connick to sing “Wink” and he agreed. In the four years since his Grammy-winning When Harry Met Sally breakout, Connick had sold millions of records and broken into acting with dramatic roles as a World War II hero in Memphis Belle and a classmate of the boy prodigy in Jodie Foster’s Little Man Tate.

“There was this one fateful day at Capitol Records in Los Angeles,” Marc says. “I’m there and Harry’s band is there because we’re going to cut it first with just his rhythm section and a few horns, and I was going to overdub strings based on what we recorded that day. Gary had told me, ‘Everything’s cool with Ramsey. Nora has a few tweaks that she’ll explain on the day of the session.’ And it seems that Nora was told something else. All I know is that I’m sitting at the piano playing the song. Harry’s rehearsing a bit. Ramsey’s standing there — and by the way, he’s the sweetest man on earth. The three of us are there at the piano. Nora walks into the studio as we’re setting the key and working things out. And she just says out loud, ‘What’s going on? Why is Ramsey here? Why are you singing that lyric?’

“Ramsey sort of disappears into the wall somehow,” he continues. “I literally would describe it as the blood leaving you. I must have turned pale as a ghost. I go, ‘What do you mean? Gary said that you just wanted a few little tweaks; a word here or there.’ … Most tedious and awkward moment, certainly of my career. Luckily, after trying to let things settle a bit, Harry said, ‘Listen, I’ve said yes to singing Marc and Ramsey’s song and that’s what I’m going to sing. I ain’t singing anything but Marc and Ramsey’s song.’ Nora was defeated, which is not a feeling any director in the world likes, and I respect and understand that. But in this moment, Harry Connick Jr. was not going to sing anything but what we wrote.

“We tweaked maybe one or two words. We recorded it, but at that point mine and Nora’s relationship had gone from a love affair to quite the opposite. So much so, when it came time to put strings on the recording they told me, ‘There’s not enough money in the budget.’ I was like, ‘Are you kidding me? This is a big fucking movie. You don’t have money for a small string session?’

“And thus begat the greatest session of my entire life. I said, ‘Fuck you all then. I’ll just pay for it myself.’ Normally when I say that, people think I’m bluffing and they’ll come up with the money. In this case they didn’t. And I wasn’t bluffing. … I’d happily pay for every session; it was a perfect few hours with the string players.”

Marc’s trip down memory lane dredged up other slights that continue to sting the accomplished songsmith, who wrote the music and co-wrote the lyrics for the blockbuster Broadway adaptation of Hairspray, winning both a Tony and a Grammy, and co-wrote Billy Crystal’s jaunty Academy Award performances, a sweet gig that earned him an Emmy circa 1992. “Two moments I still quote at orchestra sessions,” he says. “One, during the scoring sessions. … She was dancing around the room she was so happy with what I was putting forth. But once things started turning sour, at one of the orchestra sessions, she said, ‘What’s that instrument playing?’ And I said, ‘It’s an oboe.’ She said, ‘I don’t like oboes.’

“Then another moment where I wanted to write music for the scene where Tom Hanks is soothing his son after a nightmare, which then goes into ‘Bye Bye Blackbird.’ And she was like, ‘I don’t know if there needs to be a cue there.’ And I was like, ‘Let me try and if not ... .’ This one I went in knowing she was not sure if there needs to be music there. But just the way she said it when we finished playing the cue, she said, ‘It’s very pretty Marc, I just wish there was somewhere in my movie to use it.’”

David Rogow, the assistant music editor, remembers Nora as nothing but professional and Marc as an entertaining joke-teller who wrote a clever piece of score that “sounded a little more like The Addams Family” than what Nora envisioned for a particular cue; she used Nat King Cole’s “Stardust” instead. Marc arranged vintage compositions and composed new notes, as in his lovely “Magic” theme, which plays during the attic scene with Annie and her mother. If “Stardust” was stiff competition, then try working alongside Nick Meyers, a mad genius in Nora’s eyes. (Meyers worked on every Nora movie until his death in 2006 of complications from ALS.)

“He was exposed by Nick and by that job and Nora knew it,” Sleepless editor Bob Reitano says of Marc. “I think his defense against it was, everybody else was wrong and he was right. The truth of the matter is nobody could have done what Nick did and it was unfair to put anybody in that position.”

There was a “very democratic process in the cutting room,” Reitano adds. “Nora was never happy if she wasn’t the one to pick it, but she chose most of [the music]. You were happy she chose you. I worked for a lot of capable people but I never felt as validated and rewarded and needed as when I was working with her.”

Before their workplace tiff, Marc had accompanied Nora to a corporate office where Nat King Cole-wary suits pushed VH1-friendly contemporary tunes over fuddy-duddy standards.

“I’ll always remember her saying to me as we walked to that meeting, ‘Marc, help me. I don’t know what to say to them about this. Please,’” he says. “I was the guy at the meeting that fell on his sword, by having to say, ‘No, no. Can I just put my hand up now and say it’s just not what we’re doing, it’s not the movie.’ I really fell on my sword for her so that made what went down all the more surprising. But I’m also a handful to work with. … I probably could have acted differently.”

Nora ultimately incorporated “A Wink and a Smile” in a montage of Annie visiting Seattle. (The next winter, Marc and McLean earned an Oscar nomination for Best Original Song, while Nora scored a nod for Best Original Screenplay.) “Wink” was included on the Sleepless CD overseen by soundtrack maestro Glen Brunman at Epic Soundtrax, a division of Sony Music’s Epic Records. And, of course, Sony Music was the sibling to Sony Pictures, which operated TriStar Pictures, which released the movie. Synergy! Brunman liked that the disc broke the rules, as successful breakthrough albums often did, and offered hopeless romantics something different from what they heard on popular radio.

Shaiman told me that he and Ephron buried the hatchet at Reiner’s 50th birthday party some five years later. He bristled when I stupidly sang the title lyrics from “The 20th Century Fox Mambo,” an earworm he wrote for the cult musical TV series Smash — the Current Me would never subject Shaiman to the torture of my singing — but kindly declined to point out that I was off-key. I thought he was funny, engaging, self-aware and honest. At one point, he wondered aloud whether Ephron’s gender had impacted his negative perspective of her two decades prior. Who was this woman, this strident mother figure in a father’s role, to doubt his expertise and creative decisions?

All told, mutual animosity in post-production sparked magic on the big screen, with each perfect song and instrumental interlude advancing the plot and pushing the star-crossed lovers toward their destiny atop the Empire State observation deck. Hanks and Ryan’s delayed Valentine’s Day encounter is worth the wait, and as giant red hearts flash across the Art Deco landmark, Ephron cues Durante’s “Make Someone Happy.”

“Ms. Ephron makes Machiavellian use of soundtrack music,” critic Vincent Canby wrote in The New York Times. “There's no doubt how you're supposed to respond when you hear ‘Over the Rainbow,’ ‘Star Dust,’ ‘Bye-Bye, Blackbird’ and ‘Jingle Bells.’ Every now and then, however, there is a comic invention that lifts the movie up, up and away, as with the choices of ‘As Times Goes By,’ which more or less opens the film, and ‘Make Someone Happy,’ which ends the movie, both sung by the incomparable, gravel-voiced Jimmy Durante in a way that puts the lyrics in movingly bold relief.”

Sometimes it takes surprising voices to create a genre masterpiece.

Good night Ms. Ephron, wherever you are.