Rupert Holmes

Rupert Holmes

August 2003

Interview by Matt Howe / Barbra Archives

Rupert Holmes wears many hats. He is a singer, songwriter, conductor, arranger, playwright and novelist. He’s had a number one hit, a Tony Award winning Broadway show, a critically successful television show (REMEMBER WENN), and he can count Barbra Streisand among the many talented artists he’s worked with.

Their collaboration began with the LAZY AFTERNOON album. Holmes’ first album, WIDESCREEN, was picked by several music writers as one of the best albums of 1974. Barbra Streisand, in fact, had a copy of Rupert’s album. He writes in the liner notes for the re-released WIDESCREEN CD:

And then I got a call from Barbra Streisand. Saying she had heard the album. Was interested in recording some of the songs. Thought I should do the arrangements. Maybe Jeff and I could produce the sessions. The next thing I know I’m sitting in Barbra’s home in Malibu and she’s singing along with my album. Without the lyric sheet.

After LAZY AFTERNOON, Rupert Holmes collaborated with Streisand and Jon Peters on A STAR IS BORN. His songs “Queen Bee” and “Everything” were tailor-made for Barbra’s character Esther Hoffman. A discarded STAR IS BORN song, “Lullaby For Myself” appeared on Streisand’s SUPERMAN album.

Rupert Holmes and Barbra Streisand would collaborate once more in 1988 when working on BACK TO BROADWAY, the sequel to the immensely successful BROADWAY ALBUM. The sessions, however, were abandoned and Barbra released the pop-flavored album TILL I LOVE YOU instead. Two tracks from the abandoned BROADWAY sessions were released on 1991’s JUST FOR THE RECORD. “Warm All Over” and “You’ll Never Know” were glimpses of what could have been a very different BACK TO BROADWAY album than the one that was eventually released in 1993.

Currently, Rupert is a very busy man. He’s been doing interviews promoting his new novel from Random House, Where the Truth Lies; his play Say Goodnight Gracie, a one-man show featuring Frank Gorshin as the comic legend George Burns, is still running on Broadway and received a 2003 Tony Award nomination; and The Mystery of Edwin Drood, his Dickens musical, just finished a London run. (Check out Rupert's website for more information on his career: Rupert very graciously took some time out of his busy schedule to chat with me about his work with Barbra.

After discussing the joys of Waffle House and its artery-clogging, but delicious breakfast treats, Rupert and I talked Streisand. I jumped right into the juicy stuff … I was dying to know all about those BACK TO BROADWAY sessions.


Matt Howe: The song selection, the orchestrations, Barbra’s voice -- gorgeous! Rupert, what happened?

Rupert Holmes: I don’t know. There’s the version that is what transpired. And then there’s also speculation. I was so thrilled because we had recorded, in one day, seven cuts. We did it like we did LAZY AFTERNOON. That was my goal. Because only Barbra – of all the people I’ve worked with, she’s the only one where I could actually think “I can do live vocals and we might never have to touch up anything.” Her live vocals, her first take, is better than most people’s polished, finessed, edited take.

We had a huge orchestra and she was astounding. At the end of “Make Your Garden Grown” she sang a last note that is, in my opinion, the best last note I’ve ever heard of anything. And I didn’t know when to cut off the orchestra. I thought, it’s feasible she may just sing this forever and we all just be here …. She just hit this clarion note. I said, I’m not going to be the one to stop that note. I’m not going to cut this orchestra off.

And I had worked up a system whereby I had a TV camera. She was so far away from me in the isolation booth because we recorded it on an old MGM sound stage. And she was so far away from me, the remedy I came up with was to have a TV camera in the vocal booth and I had a huge monitor by me so it was better than having her stand right next to me. I could see her face so closely so we were able to cut off [the orchestra] correctly. We were thrilled!

The impression that we all had was that we had great stuff. I certainly thought and think we do. And then there were doubts expressed to me about whether she should be doing a BACK TO BROADWAY album at this point. And I understand that, totally. In other words, you do this breathtaking album that just becomes yet another landmark in her career (THE BROADWAY ALBUM). Maybe some things shouldn’t have a sequel. And I think to some degree she was concerned about that. And I was not a person who lived on the West Coast so if we weren’t going to continue with it, I had the need to go home.

[Editor's Note: Barbra’s album chronology at this point was: 1985, THE BROADWAY ALBUM; 1986 ONE VOICE; 1987 NUTS ... BACK TO BROADWAY would have been two studio album helpings of Broadway songs in a row. Read more about the abandoned BACK TO BROADWAY album >>]

RH: I also have always wondered if there might’ve been two other factors. One is there were some rough mixes done to cassette, and I don’t think they were very good mixes. We didn’t have DAT tape at that time, so if you mixed something to listen to at home, you still, at that time, mixed it to cassette. And the fidelity of a cassette is not that great and I was working with an engineer that was not my engineer. I think they were rough mixes and that could be forgiven. I don’t think they were good rough mixes. I’m wondering if they sounded less alluring than they might have.

I’ve always had my concern that somebody got to her. I felt like someone had, in the time between when we left the studio and forty-eight hours later, I feel like somebody talked to her about “you shouldn’t be doing this project.” Not because of me, not because of her, not because of how she was singing it, God knows. But rather, someone I think gave her counsel and – maybe they were right, I don’t know – saying basically, “you’re repeating a magic trick”. You know what I’m saying? You don’t need to do another one of these. If you do another one of these so soon maybe it’ll look like this is what you’re doing now. In other words, when Bette Midler made GYPSY for TV —that was amazing. But then they came to her and asked her to do another musical for TV and her own reaction was to say, “Well if I do two then it’s like this is what I now do.”

MH: And Barbra’s next album, of course, was TILL I LOVED YOU, which was a contemporary, pop album with some Burt Bacharach tunes. She went the opposite way.

RH: Out of those sessions you got to hear “Warm All Over,” which was terrific and she did beautifully. And she soared on it. We got to do “You’ll Never Know,” which is one of the most amazing cuts to have ever done with Barbra. I actually got to arrange for Barbra at age 13 and also grown-up Barbra. I mean, it’s enough to arrange for Barbra Streisand once, you know, but to get to arrange for the child within her as well is amazing.

MH: Now, she ended up doing “All I Ask of You” on the TILL I LOVED YOU album with a different arrangement.

RH: I know. We tried several different versions of it. The version that came out was not my version of it, but there were remnants of what I had done. We worked through how one might do it. We did it both with an orchestra and we also did it with a synthesizer orchestra – a very small studio with about six musicians. But again, I think for her, to some degree, it began to feel a little like, “Well, maybe I’m doing ‘Somewhere’ again.” And Barbra likes new challenges. She doesn’t like to go back. Yes, ultimately she did do a BACK TO BROADWAY album, but there was a little more time intervening and she did more things in that cut. I hope I have the opportunity to say to her some day, “There are some astounding vocals in there [with] you sounding fantastic. It would not be very hard for us to make those on a par – the vocals are there.” Maybe one line is a line we might redo, but that line is on another take. With today’s technology, we could so easily put out some of those cuts. I think “Make Our Garden Grow” and “A Funny Thing Happened on My Way to Love” – her singing from I CAN GET IT FOR YOU WHOLESALE, but not the song she’s famous for! I always picture Barbra in the wings of WHOLESALE hearing it, thinking, “I know how I would do that.”

MH: I do the same thing! “If I sang that, I’d have them lift the tempo a little bit.” (laughs)

RH: There was one musician on the session who arrived in not a fit state to record. He made some errors that sometimes could be heard. But I could fix that. I could get rid of him. There were some wonderful things that she did vocally.

Streisand recording at MGM

MH: Was it nice to hear “Moonfall” [from Holmes’ musical THE MYSTERY OF EDWIN DROOD] ?

RH: It was wonderful to hear “Moonfall.” One or two takes into it she questioned the validity of her singing that song. Because it was my own song, I didn’t argue the case much with her. In other words, if it was someone else’s song I would have felt very good making a strong case for why it was good for her. I think her concerns were needless. But, I felt awkward because I felt I wasn’t the one to convince her this was a song she should sing because it was my song. I didn’t want to break our trust. I didn’t want her to think that I would argue for a song I wrote simply because I wrote it. I felt it was more important to our relationship -- because at that time I thought we were going to be making an entire album together -- I thought it was more important that she see that I would sacrifice my own tune to make sure that she was comfortable with the whole album. I felt also that we might revisit that issue at a later date.

So I didn’t fight the case for it that I should have fought and so we don’t have quite as many takes of that but it was wonderful to hear her sing it, it was wonderful to hear her rehearse it. And it was wonderful that she came to see THE MYSTERY OF EDWIN DROOD on Broadway and went back stage and met the actors. They all had these little cubbyholes of dressing rooms, and here’s Barbra Streisand who they’ve adored all their lives. It was a great moment for everyone involved in the show.

MH: Did you have a hand in picking the songs for BACK TO BROADWAY?

RH: As one does with Barbra, you come in with songs you think she might like. Some she will spark to immediately. Others she’ll immediately say, “That’s not for me,” and she knows. Other times, it’s wonderful, she’ll find an aspect of a song that’s interesting and she’ll try to convince herself she should do it. She’ll find things about the song that intrigue her. She thinks, “This would be interesting if you did it this way.” And she’ll start to articulate how one might arrange it, or what you might pair it with. And sometimes that leads to magic. Or sometimes, having given the idea its best shot, she’ll say, “actually, you know, it would be interesting, but maybe it’s interesting for somebody else.”

If you came to her with, for instance, “Frosty the Snowman,” the intellectual part of Barbra and the nimble-minded part of Barbra would say, “well, how would you do ‘Frosty the Snowman’ in an interesting way?” And then she might say, “Well, you know, if you combined it with ‘Heat Wave’ …” (laughs) So then you’re exploring and you’re working it all out, and then she’ll finally say, “You know, come to think of it, I don’t want to record ‘Frosty the Snowman.’” And that’ll be the end of that. But I’ve always been pleased to be a part of that. I do think a number of the records we’ve made together, in addition to the songs I obviously wrote for her, and in one case with her, I do think that I was helpful.


MH: What are some of your memories of LAZY AFTERNOON?

RH: In “You and I” (the Stevie Wonder song on LAZY AFTERNOON) she was wavering on it, and what sort of kept it a song that we were going to do was the fact that the second half of the song I played synthesizer through it, this very slithery synth stuff. And that was very unusual at the time because there was no such thing as a polyphonic synthesizer. As hard as it may be to believe you could only play one note at a time on a synthesizer. You couldn’t play a chord. And so I had to write the synthesizer part, which is four-part harmony. Normally you just play that with your right hand. But I had to write it, as if I were writing for strings for each line of the four lines, separately. They were also very primitive synthesizers that looked more like a telephone operator’s old patch bay. You know, like “Central, connecting you now…” So that was actually quite an unusual thing to have on a pop record. The second half of that song kept it interesting for her because she was hearing herself singing with sounds that she had not sung with before.

There’s a couple of songs that we didn’t record or we recorded and didn’t get completed that I regret. One of the songs that I wanted to record with her before it was a hit with Barry Manilow was “Trying to Get the Feeling Again.”

Recording Lazy Afternoon

MH: That is such a great song.

RH: [The writer is] David Pomeranz. It’s one of the really fine songs. I love the philosophical stance of the song and the sadness of the song, and the chord changes of the song are staggering. I couldn’t intrigue her with it. I thought that would have been a great song for her to do. It would have been amazing.

We recorded another song – a completely different song I wrote for her -- called “Everything.” Not the same song as in A STAR IS BORN. That was a second song called “Everything” that I wrote for her. It was for LAZY AFTERNOON. She liked the idea of a song about wanting everything. We recorded it for LAZY AFTERNOON but it’s never been released. I think somewhere in this world there’s a 10-inch acetate of the mix of it.

And we did a song called “Better”. There’s a show on Broadway called “A Class Act” about the life of Ed Kleban. It was starred in and directed by a friend of mine, Lonny Price. And in the show, Ed is all thrilled because his song has been recorded by Barbra Streisand. And they’re singing, essentially, a version of my arrangement. And I thought, “My God, I’m in this show!” (laughs)

Rupert Holmes in 2013

MH: That’s funny. Did you expect that?

RH: No, I didn’t know about it. Lonny is a friend of mine. I went to see him in the show on Broadway. A lot of people from the REMEMBER WENN series were in the very early version of the show at the Manhattan Theatre Club. I went to see it mainly because I love Lonny’s work. And I’m sitting there, and suddenly they’re talking about an event in my life. And I thought, “That’s good. Every Broadway show should have something about me in it.” (laughs) I remember that I was a part of all that. Yeah, [“Better”] was another one that we recorded that didn’t come out.

There was also an orchestrated version of “A Child is Born.” I think it was wonderful. What you hear on the LAZY AFTERNOON album, when we recorded it, it was like a little, quick reference vocal. It was so that she [could hear it] small, “I’m not sure it needs the big orchestration.” And we recorded it two-track, meaning we couldn’t mix it because where the vocal was placed in relation to the piano was set. Her vocal was not on its own track It was as if we’d gone back in time to 1958 or something. We couldn’t mix the record. That’s it. She stood by the piano, and I played the piano. I had no piano part in my mind; I just made it up as I went along. You’re hearing as simple a recording as probably she ever made, other than “You’ll Never Know” [in 1955].

MH: That’s amazing. I just re-listened to LAZY AFTERNOON last night. I was reading Barbra’s liner notes for “My Father’s Song.” She wrote: “Soon after Rupert and I met, he played me a song he had written expressly for me …I considered his song a very personal gift. This cut means a great deal to me.” How’d you know to write those lyrics? How did you know that would be right?

RH: She talked a little bit with me in our early meeting about growing up and not really knowing her father. I don’t remember all the details. But I remember coming away from it and just sitting down and writing this song and trying to put in it everything that a daughter might want to hear her father say to her. Basically, this predated that slogan “unconditional love.”

MH: Yes, that’s a more recent phrase.

RH: I was just trying to say what would it be like if you grew up and your father basically said to you – and this would go for a son as well as a daughter – look, you may be a marine biologist, or you may work at a checkout counter, or maybe you’ll be a political activist for a cause I’m not in favor of, maybe you’ll be some kind of religious cleric. And you know what, if that’s what you’re destined to be, I embrace that and I support you. I feel like Barbra had to supply that for herself as she grew up. It seemed to me she didn’t get the support from her father that she wanted and needed. I sensed a certain wistfulness in her and wrote the song and played it for her. It struck a note with her and soon she was striking the notes of the melody.


RH: When I first met her she was so unaffected. She was so open and conversational. She wasn’t guarded. It seemed like when I met her, she was so accessible as a person. She would ask questions or make statements about herself or ask questions about you that were the kind of exchanges people would have if they’d known each other for more than an hour. I got lots of ideas of her feelings. I felt that she wore her emotions in a very unguarded fashion. And so I was able to get a good sense of her. I think it made it easy to write songs specifically for her because she helped me get to know her very quickly. So when I wrote a song like “Lullaby For Myself” I was writing that right down the pike of a Barbra that I felt I knew. And yet I was writing that very quickly. “Queen Bee” was inspired by her calling me all excited because she had heard about – from a beekeeper; she was trying to get beehives on her ranch in Malibu, and she thought that would be cool – and she heard about how the queen bee rules, and she said “That’s kinda cool! Why don’t we have that set-up?” And I immediately jumped to the piano and started writing “Queen Bee.”

“Everything,” the same thing. When the person sings about “I want everything,” they’re not greedy. They’re in love – it’s like a kid in a toy store. A kid in a toy store who says “I want every toy here,” he’s not really being greedy. He’s saying, “you can’t show me this much and then tell me I can’t have it.”

MH: I think some Streisand fans feel like that sometimes! Rupert, thank you so much for taking time out to talk to me.



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