Mary Poppins Returns: An Evening with Marc Shaiman and Scott Wittman

“Dreams can come true.” Before songwriter Marc Shaiman made this declaration to a rapt audience, he admitted he had only the corniest thing to say. But when asked to describe the experience of writing the songs for Disney’s Mary Poppins Returns, these were the words of the wordsmith. Co-writer Scott Wittman could only say, “I still haven’t processed it. It was a lifetime experience.”

The occasion was An Evening With Marc Shaiman and Scott Wittman at the Clive Davis Theater in the Grammy Museum in Los Angeles. In the intimate setting host Scott Goldman, Artistic Director of the Grammy Museum coaxed not only stories but seven songs from the new film (plus one that was deleted) from the duo. The playlist for the evening included: “Underneath the Lovely London Sky,” “Can You Imagine That,” “Turning Turtle,” “A Cover is Not the Book,” “The Place Where Lost Things Go,” “Trip a Little Light Fantastic,” “Nowhere to Go But Up,” and “The Anthropomorphic Zoo” (a number written for the film but ultimately not used).

The evening began with a trailer from the film, followed by introductions all around. When asked for their earliest memories of stage or movie music, both Shaiman and Wittman stated it wasMary Poppins. Wittman recalled Poppins for film, and possibly My Fair Lady for the Broadway stage, both via the original cast record albums, of course. Shaiman said of Mary Poppins, “It started everything.” He fondly recalled lying on his bedroom floor, listening to the soundtrack on his record player with the double-truck album cover spread open in front of him. “I learned everything you could learn about songwriting—for story and orchestration—from the Mary Poppins soundtrack,” he said. When they learned that the sequel was in development they begged director Rob Marshall for the project.

Although others were also vying to write the score for Mary Poppins Returns, Shaiman and Wittman felt they were the right choice. They both grew up with the original film, and had worked with Rob Marshall on projects in the past. Shaiman admitted that he had scored a lot of movies “like it was Mary Poppins.” So it seemed only right that they should do THE movie. Wittman spoke of campaigning for the project, until Marshall finally called and asked, “Which Sherman Brother do you want to be?” Wittman deadpanned, “The living one.”

The team was next asked about working withMary Poppins Returns screenwriter David Magee. They met in a New York hotel to go through all the Mary Poppins books by P.L. Travers (she wrote seven sequels before passing away in 1996). Wittman recalled that they looked at many events from the books, choosing only those that would advance the story of the film. Shaiman pointed out that in their collaboration on Hairspray the existing film provided song cues (as in the moment when Tracy and her mother emerge from the beauty parlor and Tracy declares, “Welcome to the sixties.” Song cue!). For Mary Poppins Returns they used the same process to find meaningful moments for songs, as in the sequence where Mary’s cousin Topsy exclaims that her world is “turning turtle.” “And that’s a song title,” exclaimed Shaiman.


The first song they actually wrote for the movie was “Underneath the Lovely London Sky.” While waiting for that first one to emerge, the duo joked, they would sit in their hotel room singing, “Paralyzed with fear…” But then they would look at story ideas, use word association, and Wittman would tape them to the piano. Magically, out would come a song. This one was for Lin-Manuel Miranda, creator of Broadway’s sensational Hamilton, playing lamplighter Jack. The character was partially based on British music hall performers Flanagan and Allen. It seemed appropriate, as the story of Mary Poppins Returns is set during Great Britain’s Depression era, which they called “The Slump.”

Before Marc Shaiman played and performed “Underneath the Lovely London Sky,” he warned the crowd: “My voice has been described as a Jewish cry for help.” He then gave the crowd a taste of the opening number:
“When the early morning hours have come and gone,

Through the misty morning showers I greet the dawn.
For when its light has hit the ground, there’s lots of treasures to be found,
Underneath the lovely London sky.

Yesterday you had to borrow from your chums,
Seems the promise of tomorrow never comes.
But since you dreamed the night away, tomorrow’s here, it’s cold today,

So count your blessings, you’re a lucky guy,

For you’re underneath the lovely London sky.”

After the applause, Shaiman explained that Director Marshall loved the song, but was concerned that it was too gentle and simple to open the show. Further, it would introduce Lin-Manuel Miranda’s Jack to the audience. They must, he said, “deliver” Lin-Manuel Miranda. So the team set about writing song after song, each more energetic and showy. During a demonstration performance for one of those new songs, Emily Blunt happened to be passing the studio. She went to Marshall and demanded that he keep the first song, saying, “That’s the one that I signed on for.”

Blunt is just one member of the remarkable cast ofMary Poppins Returns. Wittman said that she was instrumental in removing a lot of the team’s fear of the project. In approaching Mary Poppins as a new character she was game for anything they wrote and tried it all. Lin-Manuel Miranda is, of course, well known to audiences for Hamilton  “Hamilton?” joked Shaiman. “I haven’t heard of this Hamilton.” Bad enough, he said, that they had to follow in the footsteps of the Sherman Brothers. Then they had the formidable legacy of Miranda to deal with. There was a lot of fear, he said. They had to let go of that fear. Wittman recalled that Miranda said, “It has to rhyme with the first movie.” He also made it clear that for Mary Poppins Returns he just wanted to be a performer.

An unusual aspect of recording the songs forMary Poppins Returns is that recording sessions were conducted with the performers and full orchestras. Sessions were conducted at the legendary Abbey Road Studios, as well as Air Lyndhurst. (“Can you imagine,” confided Shaiman, “In the next studio was the ‘Lady Madonna’ piano.”) A video of Emily Blunt and Lin-Manuel Miranda was shown, in which the two discussed recording the score. “It was, for me, the most jaw-dropping experience,” said Blunt. Miranda called the new songs, “A real love letter to the first film.” Shaiman became emotional as he recalled the first time he heard the orchestra play the final number for the film. It contains a “quotation” from the score of the first film. He described watching the whole string section burst into tears as they played a memorable phrase from “Let’s Go Fly a Kite.”

The next song to be performed was the first written for Mary Poppins herself, “Can You Imagine That.” Shaiman launched right into the song, in which Mary addresses the three children:
“John, you’re right. It’s good to know you’re bright.
For intellect can wash away confusion.
Georgie sees, and Annabelle agrees,

Most folderol’s an optical illusion.

You three know it’s true, that one and one is two.
Yes, logic is the rock of our foundation.
I suspect (and I’m never incorrect),

That you’re far too old to give in to imagination…”

This song was destined to become the film’s theme, and is heard at the very opening of the film played by the same tremolo strings that so memorably opened the original film. Shaiman referred to the use of tremolo strings as a “bliss attack.” He played the piano version that was orchestrated for the soundtrack. He revealed that they loved the musical cue so much that they recorded it before filming was begun and used it for inspiration.

Collaboration was a recurring theme in the discussion. The duo explained that this was important in working in theater, where everyone had to be on the same page as they worked through the process. ForMary Poppins Returns they were given six weeks to rehearse, just as in a Broadway show. They complimented Rob Marshall for being meticulous enough to allow this.

Another professional they discussed was Meryl Streep, cast as Mary’s cousin Topsy. Shaiman said she agreed to join the cast after hearing the song they had written for her. Her first performance was excellent, he said. She then spent days in the studio, rehearsing the number over and over again. Shaiman complimented her on her work ethic. Her reply: “Fear is a great motivator.”

Scott Wittman said that Topsy’s song, “Turning Turtle” represented how they felt about the world today. Every second Wednesday of the month her world was turned upside down. The lyrics, delivered in a “vaguely European” accent reflected her alarm:

“Fast is slow, low is high, stop is go and that is why,
Every second Wednesday is a hurdle.
From eight to nine, all is well, then I roll over on my shell,

And all because the world is turning turtle.

Day is night, dog is cat, black is white, thin is fat,
That is why I’m loosening up my girdle.
I cannot help this charming truth, don’t knock me, ‘cause I’m in the soup.

And why? Because the world is turning turtle.”


After Marc Shaiman’s energetic performance of “Turning Turtle,” the subject turned to their background and early years. Where did they meet? Shaiman recalled that when he was in high school he went to see a musical entitled “Boy Meets Boy.” Afterward he ran into some friends and they all ended up in a piano bar. Despite the fact that he was underage, Shaiman found himself playing the piano to entertain his friends. The owner, straight out of Central Casting, told him, “Hey kid, you’re good.”

He took Shaiman next door where a group of young hopefuls were staging a comedy show. They needed a “funnier” pianist to accompany them. And among the group was Scott Wittman. He quipped that as soon as he heard Shaiman play he exclaimed, “That’s our Hitler!” (a memorable line from the Mel Brooks comedyThe Producers).

The group eventually gravitated to Club 57, an East Village nightclub that in the late 1970s was home to a number of young artists on the rise, including Keith Haring, Kenny Scharf, Madonna, the B-52s, Cyndi Lauper, and RuPaul. In the midst of all this, Shaiman and Wittman decided to write a musical about how Barbie met Ken. They entitled it “Living Dolls.”

At the time, Broadway was heavy with British mega-musicals like Evita, Cats, and Starlight Express. Wittman and Shaiman felt like outsiders, as if they didn’t belong on Broadway. Shaiman went to work on Saturday Night Live, and created special material for Billy Crystal and Bette Midler for their filmsWhen Harry Met Sally and Big Business. Wittman reminded him that during this time he also had a “very checkered” career at Disney.

Shaiman chuckled as he recited the litany: Fired fromBig Business. Success with Beaches. Fired from Emperor’s New Groove. Success with Sister Act. Fired from James and the Giant Peach. Success with Hocus Pocus.”Quipped Wittman, “It’s too late for them to fire you from this one!”

Turning back toMary Poppins Returns, they next looked at one of the film’s big showpieces, “A Cover is Not the Book.” Wittman marveled at the fact that Disney brought in a number of retired and semi-retired animators to create the hand-drawn animated sequence for the film. Set in a music hall, the song is British through and through and includes a patter section, delivered by Lin-Manuel Miranda. Wittman said it was like writing a song for Danny Kaye. As Shaiman prepared to perform the number, he warned the crowd to get out of the way for that patter section.


It opened with the words, “A cover is not the book, so open it up and take a look.” It then picked up and took off :
“‘Cause under the covers one discovers that the king may be a crook.
Chapter titles are like signs, and if you read between the lines,
You’ll find your first impression was mistook.
For a cover is nice, but a cover is not the book.”

When he came to the patter section Shaiman did, indeed, bring down the house, collapsing to the floor as he came to the end of it. “Can I do the rest of the show from down here,” he plaintively asked.

When asked what Miranda thought the first time he heard it, Shaiman recalled asking him, “Can you do that?” Miranda responded by performing the number in one take. With this number, Shaiman and Wittman felt they had “delivered” the number for Lin-Manuel Miranda.


The evening shifted gears slightly as the host took questions from the audience. The first question dealt with the number “Trip a Little Light Fantastic.” Where did the phrase originate? Wittman responded that they needed an appropriate song for a lamplighter, one that had lights in it. In the scene the Banks children are lost. “Being lost is a big theme in the movie,” volunteered Wittman. The phrase “light fantastic” seemed like a good title. Shaiman added, “Scott is the king of titles.”

As for the rhythm of the song, Wittman recalled riding his bike to the studio one day while thinking of the song. It was, he said, like something in a movie, as the phrase “trip a little light fantastic” began repeating in his head to the rhythm of his pedaling.

When asked if there were songs they had to cut, the team mentioned one in particular. It was from an episode in one of the books where Mary takes the children to a zoo where humans are on display. Shaiman performed a brief excerpt from the number, “The Anthropomorphic Zoo,” before reminding the crowd that the same episode was the subject of the Sherman Brothers cut number “The Chimpanzoo.”

The final question was about resolving conflicts in their collaboration. Wittman recalled no major conflicts. Shaiman joked that they would sometimes disagree about Wittman’s use of obscure words. For his part, Wittman observed that people could learn something new.

Getting back to the songs ofMary Poppins Returns, the host mentioned the somewhat haunting number “The Place Where Lost Things Go.” Wittman told the crowd that Travers was caught up in Eastern philosophy and spirituality. The song grew out of a character in one of the books, Mary’s uncle who is the man in the moon. On the dark side was where the lost things that you care about go. The song is a soothing lullaby to comfort the children over the loss of their mother. (“Because,” said Shaiman, “In a Disney movie we have to kill the mother!”) In the script Georgie declares, “I miss mother.” And Wittman realized that this was the spot to use the story about the dark side of the moon:

“Do you ever lie awake at night,
Just between the dark and morning light,
Searching for the things you used to know,

Looking for the place where the lost things go?

Do you ever dream or reminisce,

Wondering where to find what you truly miss?
Or maybe all those things that you loved so,

Are waiting in the pace where the lost things go.”

Memories you’ve shed, gone for good you feared,
They’re all around you still, though they’ve disappeared.

Nothing’s really left, or lost without a trace,
Nothing’s gone forever only out of place.”


Shaiman performed the entire song, and there was stillness in the room until it was broken by applause.


The host next brought up a subject that had been hanging in the air from the start of the evening. It was time to talk about the Sherman Brothers, composers of the memorable music from the original Mary Poppins. Shaiman said that they got over their fear of comparison by making the new film a thank-you to the Sherman Brothers and music arranger Irwin Kostal.

Shaiman mused, “This film is about embracing what you loved as a child.” The host added that with the Sherman Brothers, there was so snark, no “gotcha,” just great music. Wittman added that forMary Poppins Returns they were living in the world of the first movie. Shaiman concluded, “The Sherman Brothers are gods, and we are preachers.”

At the mention of entertainment gods, the host asked about working with Dick Van Dyke. Shaiman regretted that they were unable to be present during filming with Van Dyke, as well as Angela Lansbury. Hearing their recordings left them he said, “uncharacteristically speechless.”


Moving along, the host next presented a never before seen clip of the production number for “Trip a Little Light Fantastic.” The scene began with Mary and the children lost in the fog. Their old friend Jack the lamplighter finds them, saying, “Whenever I lose my way, I just look for a little light to guide me.” He then lights their way with the help of his friends, culminating in a rollicking song and dance:

“Let’s say you’re lost in a park, sure,

You can give in to the dark, or,

You can trip a little light fantastic with me.

When you’re alone in your room,

Your choice is just embrace the gloom,
Or you can trip a little light fantastic with me.


For if you hide under the covers you might never see the day,

But if a spark can start inside your heart, then you can always find a way!

So when life is getting’ dreary,
Just pretend that you’re O’Leary,

As you trip a little light fantastic with me!”


The evening closed, appropriately, with the final song in the movie. Delivered by Angela Lansbury and the company, this number is the one that includes “quotations” from “Let’s Go Fly a Kite,” as well as “Spoon Full of Sugar.” It opens with a simple song from a balloon lady in the park (Lansbury), and provides a memorable finale for the film:


“Life’s a balloon that tumbles or rises, depending on what is inside.
Fill it with hope and playful surprises, and dearie ducks, then you’re in for a ride.
Look inside the balloon, and if you hear a tune, there’s nowhere to go but up.
Choose the secret we know, before life makes us grow, there’s nowhere to go but up.


If your selection feels right, well then, dearie, hold tight,

If you see your reflection your heart will take flight.

If you pick the right string, then your heart will take wing,
And there’s nowhere to go but up.”