Flying Over Sunset, with music by Tom Kitt, lyrics by Michael Korie, and a book by James Lapine, made its Broadway premiere earlier this season, opening at Lincoln Center Theater's Vivian Beaumont Theater December 13. The work is inspired by the lives of writer Aldous Huxley, played on Broadway by Harry Hadden-Paton; playwright, diplomat, and congresswoman Clare Boothe Luce, played by Carmen Cusack; and film star Cary Grant, played by Tony Yazbeck—each of whom experimented with the drug LSD.
Kitt and Korie offer a peek behind the curtain at the creation of the work in this track-by-track breakdown of its original Broadway cast album, which released February 18 via Sony Masterworks Broadway. Find out how these Broadway vets created the work's score, what was altered for the album, and how future productions of the musical will differ from the Broadway run below, along with two exclusive videos with full song performances filmed during the show's Broadway run.
1. “Prologue (The Music Plays On)”
Michael Korie: In the early workshops of Flying Over Sunset, there were scenes for each of the characters where they sang songs while they were sober. We decided what would be unique to this show was the concept that the characters would only sing when they were under the influence of LSD. Music would be a theatrical equivalent of the LSD experience that an audience could appreciate as being distinct from the spoken segments. This posed a problem, because how do you open a musical without an opening song? If the characters were not allowed to sing unless they were high, how could we do our “Comedy Tonight,” the song that lets the audience know they’re seeing a musical. We nevertheless wrote a bunch of not-very-good opening songs where we cheated and let them sing anyway, but all of those were cut almost as soon as they were tried out. Thanks to our choreographer, Michelle Dorrance, we finally had an opening that thrilled us. The use of tap dance and movement to evoke the beating of a heart. Michelle elected to use music from a song that comes later, in act two, the waltz song “The Music Plays On.” It’s a very engaging opening because you don’t get the usual “who, why, what, when” that you do in a traditional musical. It’s a kind of tease. And then, in act two when the music comes back in sequence, the show seems to come full circle. Thank you, Michelle.
Tom Kitt: Yes, thank you Michelle! It was a huge relief when we were able to free ourselves from the task of creating an opening number that introduces the world and wants of our characters. Once we committed to a more abstract moment that would be movement based, we were able to realize something poignant and unexpected. I also loved that we were able to build this sequence around the song “The Music Plays On,” which was a waltz created in one of our very first developmental readings.
2. “Bella Donna Di Agonia”
MK: It is factual that Huxley’s first LSD trip took place in what was then the world’s largest drugstore, the Hollywood Rexall, where he went together with his wife, Maria, and friend Gerald Heard. In James Lapine’s dramatizing of the incident, Maria is there to pick up a prescription following her mastectomy surgery. As Huxley waits for her, he examines an art book of paintings by Botticelli, growing higher by the moment. One painting, “The Return of Judith to Bethulia,” recounts the bravery of Judith, the biblical heroine. Her valiance resonates with Huxley who is secretly struggling with his wife’s illness. Through his LSD hallucination, he is reassured that Maria will win the battle, like Judith, the savior of the Jews. It seemed musically appropriate to Tom and me to create a musical moment where the painting comes to life, musically inspired by a Bellini-type operatic duet for the sword-carrying Judith and her head-carrying handmaiden. I wrote the lyric directly in Italian, though I don’t speak it fluently—thank goodness for Google translate—and then once Tom had composed it, I thought I’d better make sure it was actually correct so I vetted it working together with an opera translator from the Metropolitan Opera.
TK: I believe this was one of the first songs that Michael and I wrote together. As someone who aspires to write an opera one day, it was quite rewarding to compose this piece of music. How glorious it was to see the piece go beyond the piano and the rehearsal studio to become Michael Starobin’s gorgeous orchestration filling up our breathtaking production design.
MK: For the first time since he began to lose his eyesight as a teenager, Huxley begins to see light and color in all of its dimensions, all due to the effect of LSD on his brain. James Lapine had the idea that the drugstore itself would transform with the boring fluorescent lighting suddenly becoming a carnival of moving light and color. LSD heightens visual impulses in the brain and so Huxley begins to go into raptures about the linoleum floor, his wife’s dress, and the pattern of his friend Gerald’s rather worn trousers. We thought that his joy at seeing could become poignant when, for the first time, he truly sees his wife Maria and the strength she is showing in her battle with cancer. There had been a very silly song we tried before this one, about the “world’s largest drugstore,” but in workshops we realized we needed something with more depth, and the word “wondrous” resonated with us. It gave us space for Huxley to respond to both the physical surroundings and his own emotional underpinnings.
TK: In every show, there is a moment that you keep writing songs for, hoping that you will eventually get it right. Thankfully, in our fourth year of working on the piece, we discovered this song and felt that wave of relief. I love all the shifts and contours in the song and when Michael sent me the lyric, I was inspired at first glance. The first time I saw it performed in a reading, I teared up at those quiet moments between Aldous and Maria, which was wonderful validation for our commitment to finding the right song.
Watch Harry Hadden-Paton sing "Wondrous" below:
4. “I Have It All”
TK: Another beautiful lyric from Michael that immediately resonated with me. And another song in 3/4 time, which I love to write in. I love where the song goes emotionally and how we get to explore the ways in which this character is wrestling with the life that he’s living, a life that from the outside seems to be quite perfect. It’s a wonderful way to set up Cary’s first trip and it’s exquisitely performed by Tony Yazbeck on the cast recording.
MK: Cary Grant himself admitted that his greatest role was being Cary Grant, but he didn’t like to talk about it—especially to a psychiatrist, which is where this song is set. As the drug begins to take effect, we watch him getting higher as he sings and his body starts to tingle, and suppressed memories begin to return. This leads us to…
5. “Funny Money”
MK: Cary Grant’s unresolved inner child, Archie Leach, returns to remind Cary of his hard and humble upbringing in Bristol where he sang for pennies in the streets. Grant was obsessed with money for his entire life, and in the guise of an old music hall ditty, the trip back reveals the abuse he suffered at the hands of his father until, as an adult, he can overcome it with wealth, or so he mistakenly thinks. The child follows Cary through the entire show, reappearing whenever he is high, to voice the nagging doubts that even movie stardom doesn’t alleviate. It was this sequence that helped us evolve the notion that the characters in the show would only sing when they were high, which means there would be longer stretches of talking while the drug took effect, and then equally long musical sequences that would proceed without interruption for as long as 10 to 12 minutes.
TK: Another song that was in the very first reading, and from the beginning, our goal was to create a big exciting choreographic moment for it. And then Michelle Dorrance joined the team, and we were able to do just that! I truly lived for this moment every night in the theatre and was mesmerized by the virtuosity on stage. I’m so grateful to Michelle for creating movement and tone that brought out this kind of music with shifting tones and shapes. And Tony Yazbeck, Atticus Ware: you are my heroes!
Watch Tony Yazbeck sing "Funny Money" below:
6. “Sapphire Dragonfly”
MK: During Clare’s first LSD experience, her garden in Connecticut begins to transform magically before her eyes. She notices a shimmering insect—a dragonfly—calling it a “miracle of God’s creation,” but when it is eaten by a bird, she questions what kind of deity can create a miracle only to destroy it—and at that moment her daughter and mother, both killed in car crashes, reappear to her. It’s as if her mind is subconsciously searching for answers on LSD that are too painful to grapple with when she is sober.
TK: There’s something about this song that goes right to my heart every time I hear it. It is so moving how Michael used this metaphor to eloquently explore Clare’s grief and loss. Another gorgeous orchestration by Michael Starobin and an electrifying and deeply layered performance by Carmen Cusack, supported brilliantly by Michele Ragusa and Kanisha Marie Feliciano.
TK: We weren’t sure this was going to even be a song, but I really wanted to connect Clare’s trip with a continuous bed of music and when I saw these words in the script, they led me to this composition. It’s not a long moment, but there is a wealth of emotional information from these few honest, vulnerable phrases.
MK: In “Someone,” Clare sees a face staring at her: it turns out to be herself, and it manifests her fears of growing old. It leads to the title song…
8. “Flying Over Sunset”
MK: I had never written a musical with a title song before. The show’s title, “Flying Over Sunset,” preceded the existence of the song, and because it was so evocative yet enigmatic, I felt a title song could anchor the show in various places. The first time we hear it, Clare recalls her younger days in Hollywood driving in a convertible to the Pacific Ocean and bathing naked in the surf. I asked Tom to write the music first on this, and it basically repeats the refrain three times, without a bridge or release, growing in intensity each time. Clare’s mother and daughter return in the third verse as they encourage her to give in to her sensual feelings and she experiences a climax. Originally, we didn’t have an ending for this song, but Tom had written some drowning music for a song that occurs later in the show, “Three Englishman,” and we adapted the drowning music into Clare’s orgasm.
TK: The title track, and always a thrill to sit and listen to. A piece of music that I am immensely proud of and a riveting performance every night in the theatre. Everything about this moment speaks to the kinds of creative leaps I hope to keep attempting in the theatre. And how grateful I am to James Lapine for bringing that kind of ambitious writing out in me. And of course, to Carmen, Michele, Kanisha, and Robby Sella for infusing it with such beauty.
9. “Flying Over Sunset (Reprise)”
MK: Though we had our doubts about following the title song with an immediate reprise for the entire group of four friends when they decide to take an LSD trip together, when we tried it out in a workshop in front of an audience everyone remarked how at last there was a musical with a song they could hum. Though we went back and forth on it and tried other songs for this spot, I was particularly keen on hearing the title song twice in a row. I felt the show was breaking the rules in so many other respects that a catchy song, like this gorgeous melody of Tom’s, would help bring people into the world of the show.
TK: We went back and forth about how we should end the first act, but we kept coming back to this reprise. One of the last new things we wrote for the musical was the contrapuntal section just before we spill back into the main hook. I’ll always cherish that rehearsal where I got to discover this moment with our company and their glorious voices. Especially the unexpected modulation into that chorus that I wasn’t sure would work at first. But it didn’t take long to feel natural and provide the lift that I knew the moment needed.
MK: The idea of meditation and musical chanting was one we tried in numerous places in the show, including a discarded opening. It finally found its way to this spot where the group begins to meditate while waiting for the drug to take effect, and as it does, their perceptions and emotions begin to go a little haywire and it leads to a section of giddiness.
TK: The music for “OM” has lived in other places during the developmental period. First, it was a song for Gerald Heard called “I Am a Mirror,” and then it was part of an opening sequence which we eventually pivoted away from. It was wonderful to find that it could live here and create a moody, entrancing, and comic moment for our brilliant actors.
11. “Huxley Knows”
MK: “Huxley Knows” continues that feeling of silly giddiness as the characters let down their guards under the influence of the drug and Huxley’s plethora of knowledge is the subject of both admiration and ridicule, but it leads Huxley to a darker place of unresolved grief over his wife’s passing.
TK: As soon as I got this lyric from Michael, the music came pouring out. I wanted to give this lyric something that felt fun and even a bit like slow-motion as the effects of the drug were starting to take effect. I also wanted the music to give the actors freedom to discover the song beyond what I had notated, which was a joy to collaborate on. A wonderful late discovery was the inclusion of the last section for Huxley where we get an unexpected emotional revelation that I always find to be quite moving.
12. “My Mother and I”
MK: One of our goals with the Act Two score of the show was to chart the changing moods and manifestations of the drug over one continuous afternoon until sunset, when its effects begin to wear off. The characters each have individual hallucinations that the others do not partake in—they are never quite sure what their fellow travelers are experiencing—but at given moments they can reflect on a shared idea. Remembering their mothers is one such moment of brief unity before they go off on their own tangents again. It also furthers plot—Cary’s torturous relationship with his mother who he thought was dead only to later learn she was institutionalized by his father; Clare’s mother, who was a society courtesan in order to put Claire through the best private schools; and Gerald’s mother, who was homophobic and dismissive of her son. Huxley, though, is disinterested in remembering his mother at all.
TK: I always love hearing our company perform this song, how they weave in and out of the song together, sometimes in harmony, sometimes in counterpoint, always beautifully expressing the sentiments of Michael’s gorgeous lyrics. I remember when I was younger being taught the importance of an opening vamp to set a tone and cast a spell, and this is one of my favorite vamps in the whole piece.
13. “The Music Plays On”
MK: The always-literate Huxley begins to lose his verbal dexterity around the second hour of the drug and can’t remember the words to an old waltz he used to dance with his wife when they were young. It is inspired loosely by the old song “After the Ball Is Over.” In this case, the title of the song has a double meaning, the music standing for love that endures even after death. Imbued with feelings of love for his wife who returns from the dead to dance with him, Huxley loses himself in the waltz. But Clare, who does not see the ghost of Maria, only sees that Huxley is dancing and decides to join him. When Huxley realizes it is Clare in his arms, and not his wife Maria, the trip turns bad. He is reminded brutally of his wife’s death and begins to cry.
TK: Michael cracked this moment when he saw how this song could be a memory for Aldous and Maria. The starts and stops give the moment a much-needed sweetness and grace that these characters happily live in. Again, huge praise must be given to our brilliant cast for helping us find just the right tone and pacing. It was always the intent that Aldous would end up dancing with Clare, and Harry’s descent into despair was always so visceral and devastating. And lastly, I will never forget the beautiful projections that accompanied this moment which literally took my breath away.
14. “Rocket Ship”
MK: A few literal-minded critics objected to the dramatic liberties James, Tom, and I took with the biographical facts of our characters, as if that hadn’t been done since the dawn of Greek theatre, right through to Six. But never mind that. Though it’s hard to believe, this song, “Rocket Ship,” was one of those moments that is verifiably true. Cary Grant gave an interview in, of all places, Ladies Home Journal, where he enthusiastically described his trips on LSD, one of which was imagining himself as a giant phallus rocket ship tearing through space. I tried Googling that interview, but it was not available. I had to do some serious research to find it and I did get a copy of it at last and thought it definitely merited a song. The three of us were never in complete agreement with that, however. In fact, this song follows a hallucinated dance Cary has with Sophia Loren, with whom he was smitten, and the rocket ship was, frankly, superfluous following that delightful dance. This song will not appear in future productions of the show, but we decided to include it in the recording anyway as a record of what the Lincoln Center Theater audience saw and heard, and of Tony Yazbeck’s hilarious performance. Of course, any actor who wants to use it as an audition cut is free to blast off. Good luck.
TK: An opportunity to write something comic and unexpected which I always relish the chance to do. My goal was to create a comic-book style of music, almost as if Cary was becoming a superhero in this moment. Michael Starobin’s work here always makes me laugh, and though the song will not be a part of future productions, I’m glad that we were able to record it and include it on the cast recording.
15. “An Interesting Place”
MK: Clare’s second act trip leads her to heaven to confront her unresolved guilt over being a bad mother to her daughter and an unappreciative daughter to her mother. This spot originally had a different song, a very serious one for the mother and daughter who described, in gory terms, what happened when they died in car crashes—the windshields shattering and slitting their throats, and the mother’s distress at finding herself dead while a thief stole her racetrack winnings from her expensive alligator purse. I think when I wrote that lyric I myself must have been a little high… It was excruciatingly detailed and about the wrong character. This song replaced it and eases us into Clare’s crisis of spiritual doubt in the song that follows, “How.”
TK: Michael and I had originally written a song for this moment called “I Remember” which was part of the show for a good portion of the developmental process. It’s hard sometimes to have the courage to cut material that has been around for some time, but when Michael brought this lyric to me, I was able to immediately write something that excited me, and we never looked back. For the production, we put in a sizable cut to the song, but I’m thrilled that for the album we were able to include the entire composition.
16. “If Only I’d Known”
MK: This is actually a reprise of “Sapphire Dragonfly,” used to change the scene from heaven as the mother and daughter vanish and leave Claire in what is literally a spiritual void.
TK: I love that we get to reprise “Sapphire Dragonfly” and feel Clare’s continual struggle to come to terms with her grief and loss. The final big build was a wonderful realization for me, and again, I’ll never forget Carmen in that moment running back and forth on stage, trying to keep the set from closing off her family from her. As someone who dreamed of having a production at the Vivian Beaumont Theater, this moment always created chills for me.
MK: There were about seven songs in this spot before this one. They were all a little bit too complex, and the lyrics a little too cogent for a person in the throes of a hallucination. There must have been around seven or eight workshops and readings of this show, but it wasn’t until the final one that we arrived at this song. As I get older, I find it personally more painful and wrenching to write these kind of epiphany songs. I swear I almost go on a trip when I write lyrics to songs as dark as these, and this one I resisted for as long as I could. I told James Lapine I would skip that day’s rehearsal to work at home. He said, “Absolutely not, come in right now,” and locked me in a dressing room and said, “You need to be here to get this right.” On the walk over, I thought of the title, which was the simplest one possible and yet seemed to embrace the confusion and hurt of the character. I wrote the lyric in about half an hour in the dressing room, and then Tom set it. In another practice room the same day, our leading lady, Carmen Cusack, tried it out and everyone loved it except for the ending, which we changed about eleven times. Actually, before the pandemic, New York Magazine was going to write an article about how many drafts this song went through. But then the editor changed and that was the end of that interesting article which I myself would still like to read to know what actually happened.
TK: A dream to write this song with Michael, and an even bigger dream to hear the brilliant Carmen Cusack perform it every night with Michael Starobin’s orchestration. I’ll never forget the moment where James gently encouraged me to let the song button for applause, as my instinct had been like most of the second act, to have the song flow into the next transition. I’m glad I listened to James.
18. “Three Englishmen”
MK: As the afternoon proceeds, the three men decide it would be a wonderful idea to go wading into the nearby Pacific Ocean while on LSD. They nearly drown. That near-death experience serves as a wakeup call—the effects of the drug begin to wear off. They are shocked back to reality. All through the process, nobody who saw our readings and workshops could understand how this song could be staged, and how we could show a near-drowning experience in real time, especially to music that begins in a jaunty, almost Gilbert and Sullivan–esque mood of playfulness. Tom composed the drowning sequence while the three of us were on a writing retreat at MacDowell and the intensity of that music convinced me that the sequence would work, and to hold my ground against the naysayers who wanted us to cut it. I’m glad we stuck with it. It’s, for me, a cathartic sequence in the show. And the interplay of design and staging by our brilliant design team, director, and choreographer, was one of the most exciting and suspenseful things I’ve ever seen in a musical. Sometimes it’s the writer’s job to create a staging conundrum. It’s ok to have no idea how it can be accomplished. It becomes a challenge and brings out never-before-seen solutions from our artistic collaborators and inspires departmental collaboration at the most creative level.
TK: Another wonderful lyric from Michael, and one of the most ambitious, challenging, and ultimately satisfying things to create. I didn’t know until we were in tech how James and Michelle would stage the drowning sequence, and how thrilling it was when I finally got to see! Huge thanks to Scott Farthing and Sony Masterworks for letting me capture it for the recording. Some of the music in this sequence was originally conceived as an overture, but it fits perfectly here. And every night, my focus was always split between the artistry on stage, and the riveting, brilliant conducting of Kimberly Grigsby as she led our phenomenal orchestra. One evening, I even got to sit in the pit and experience their beautiful artistry, which I encourage all composers to do!
19. “The Melancholy Hour”
MK: As dusk begins to approach, the drug starts to wear off and mundane reality returns. The characters are cranky and argue with each other. The song is sung by the ghosts they have conjured in their hallucinations who take on a half-life of their own.
TK: A very satisfying piece of music to write and to hear so beautifully sung. Meant as a scene transition and a small second moment, I love how we connected all the pieces (including a third piece that was cut) to create a fully realized track for the cast recording.
20. “The 23rd Ingredient”
MK: As the characters reconcile their arguments, they acknowledge that they did not truly have a shared experience. LSD affects the brain of each individual differently, and two or three cannot experience what the other does. And yet, the feeling of having gone through this trip together has had a bonding effect. The 22 ingredients of the human body, determined by science, e.g. carbon, nitrogen, magnesium, are not complete without the 23rd ingredient, the life experience that completes us and makes each of us what we are. I really have no idea how I came up with this concept. We were at the Vineyard Arts Center doing one of our innumerable workshops, creating this piece out of whole cloth, and James Lapine said, “We’ve got to have some way to end it, to find some unifying thought the characters can share about their very ununified experience.” I thought of the periodic table of elements and all the chemicals that somehow combine to form life, and then in a children’s “science is fun” website I read about the 22 ingredients and it gave me the idea for the 23rd. I thought it might be a little overly technical to sing about, but Tom composed this gorgeous music that brought out the underlying emotion, and it just felt right.
TK: One of my favorite Michael Korie lyrics in a show filled with them. I love how this song weaves through our characters’ realizations and how the music rises up to meet those epiphanies and discoveries. As I listen to it, I think I may have been living in an Aaron Copland sensibility, which to me, is always a rich place to go. For the album, we created an ending which raised a question of whether it might be something to change in the score. But as opposed to “How,” I like that we don’t resolve here as I believe that despite all these connections and revelations, there is still more for them to come to terms with and the music wants to reflect that.
MK: During previews, the show ended with a reprise of the title song, sung by the ghosts as the consciousness of the characters returns. The music is diaphanously sumptuous, but we began to feel that the presence of the ghosts was pulling focus from the intimacy of the four characters alone on stage in the sunset. So, we did a greatly abridged version of the ending, without singing. We nonetheless acknowledge that future productions might want to bookend the show with the finale we originally conceived, so we included it on the recording, and we give the option of choosing from both endings in the licensed version of the show. I look forward to seeing future productions and how they end it. Ultimately, I was very moved by the quiet way the show ended at the Vivian Beaumont.
TK: We kept working on this final moment up through our very last week of previews, and ultimately decided to have it be led by score and movement, without lyric. I believe in what we eventually landed on, but I also love this version and since we will make both endings available for licensing, I can’t wait to see which one future productions decide to do.