How the West Was Sung

The Newton Boys Soundtrack: An Oral History


Danny Barnes: Bad Livers, The Newton Boys score composer

Keith Fletcher: Music supervisor, associate producer

Patty Griffin: vocalist, "Copenhagen"

Robert Kraft: 20th Century Fox music supervisor

Richard Linklater: The Newton Boys writer/director

Kris McKay: vocalist, "After You've Gone"

Dave McNair: soundtrack co-producer

Abra Moore: vocalist and onscreen performer, "Millenberg Joys"

Mark Rubin: Bad Livers, soundtrack co-music supervisor, co-producer

Steve Schwelling: drummer

Clark Walker: The Newton Boys writer/producer

Anne Walker-McBay: The Newton Boys producer

Last year, 20th Century Fox simultaneously shopped two separate, period-piece soundtracks to major label buyers. They reportedly offered the first soundtrack, Titanic, to the Polygram group, but were turned down, because the label apparently doubted James Cameron's ability to direct a love story. Similar doubts were also expressed about the second project, the soundtrack to indie filmmaker Richard Linklater's largest, most expensive undertaking yet, The Newton Boys: Would Matthew McConaughey and Ethan Hawke (along with Skeet Ulrich and Vincent D'Onofrio) be able carry the film, let alone sell the soundtrack album of re-recorded standards from the Twenties? Apparently not, said conventional wisdom; even Arista/Austin, the locally-based major label affiliate, passed on the project. Eventually, both soundtracks found a home at Sony Music, which, after spending most of January and February trying to meet consumer demand for the Titanic soundtrack, released The Newton Boys album on Tuesday. Now that both soundtracks are in stores, the main difference between the two - give or take some 15 million units sold - is the fact that one is a glorified Enya release and the other is basically a big-budget Bad Livers album. Not only does that represent a night/day musical difference, it also represents a sizeable gamble on the part of Linklater; the filmmaker's insistence that he hire two novices - the Bad Livers' axis of bassist Mark Rubin and banjo/mandolin/guitarist Danny Barnes - to fashion the music for his movie has already become local lore. Sure, both Rubin and Barnes are noted music historians, but neither had dealt with a Hollywood studio before, or even a major label, and today both admit they had little idea of the crash course they were in for.

More than a year later, Fox, Sony, and Linklater are all in agreement that the gamble payed off. With Rubin and local producer Dave McNair working at the Fire Station in San Marcos with a nearly all-Austin studio dream team featuring scene stalwarts such as Erik Hokkanen, Steve James, Elias Haslanger, Freddie Mendoza, and Floyd Domino (and later Abra Moore, Patty Griffin, and Guy Forsyth), and Barnes in Seattle scoring the film with an 85-piece orchestra - jobs neither musician had any experience with - the soundtrack to The Newton Boys represents a high-profile break from the studio soundtrack system in that it includes songs actually from the film, not something like Celine Dion's "Theme from The Newton Boys."

As such, the prevailing theory about The Newton Boys - as quintes-sentially a Lone Star film as any to come out of Texas - is that the "making of the soundtrack" story may ultimately be as important to film buffs and soundtrack fanatics as the traditional "making of the movie" piece, because both stories are so inextricably intertwined and integral to the finished product. Either way, and perhaps because the genesis of The Newton Boys was an oral history compiled by Claude Stanush, the best way to document the soundtrack's evolution may just be another oral history - while all the struggle and celebration is still fresh.

Producer David McNair consults Danny Barne

photograph by Clark Walker

The Dream

(l-r) Keith Fletcher, Danny Barnes, Richard Linklater, and Scott Smalley

photograph by Clark Walker

Richard Linklater:
From the very beginning I knew I wanted music to be very authentic. I knew I didn't want to shoot this film and have some guy throw in a bunch of music that was wrong - for the period or for the tone of the film itself.

Clark Walker: As a writer, you can use music to pick up the rhythm of the time, patterns of speech, and types of humor. And for the real stuff, you have to go back to the 10-inch records. I knew those records had all kinds of weird spooky stuff - what Danny Barnes would call "the essence." It lives in these old performers who weren't influenced by anything other than who lived down the street and who they played with on Saturday night. But people who set out to research this period on short notice typically end up with what little is available at the local CD store. It's an easy way to wind up with a generic soundtrack.

Keith Fletcher: Before long, we knew if we were going to find this stuff we'd have to seek people out with specialty interests - people that appreciated the period and had a wide variety of 78s.

Mark Rubin: After Keith had been researching the music for about a year, a friend of mine who had worked at [Linklater's production company] Detour had a going-away garage sale. She invited me and my girlfriend over and I ran into my old friend Clark Walker. Then Clark introduced me to Keith, who says, "Hey, we're working on this movie set in the Twenties and you like old music. Could you help us out?" The contact was made and I started making some tapes.

Fletcher: Our biggest leap of faith was that the 78s Mark was collecting would eventually transform into something that wasn't wholly nostalgic-sounding. Before we hooked up with Mark, we were getting ideas for boppish schmaltz. It was like we almost needed a punk rock attitude towards old jazz, because too often people interpreting this period turn out very fey, very nostalgic stuff.

Rubin: Eventually they asked me to come up with ideas about what kind of background music should be going on onscreen. So, I took a small tape recorder and went to my musician friends, read them a scene, and asked them to give me that mood on their instrument. I did that with Danny Barnes on banjo, Nashville steel, and acoustic guitar. I'd say, `Here's a tender moment, I need a pensive waltz - and he'd play one. Then I'd go over to Erik Hokkennen's house or Mike Maddux's place and do the same thing with different scenes. It created these resource tapes that Rick and the others could listen to.

Linklater: What we wanted was something very authentic, but also very playful and fun. I think when people think of period pieces 75 years old, they sort of add a seriousness and heaviness when the Twenties were anything but. They were lighthearted and crazy, and it's reflected in their music. That's the time and feel the movie depicts, so the music had to reflect that also.

Rubin: When Ann Walker kept telling me they were stumping for me to get the music supervisor gig, above and beyond my consultancy job, I didn't even know what that involved. I was like, "Oh, that's nice." If they want to give me money to make tapes, it would be great. Like being a deejay - getting paid to play music you like.

Anne Walker-McBay: Eventually, we had to put together a presentation for Fox's music supervisor, Robert Kraft. We FedExed him a pretty comprehensive package of music Mark had found, a Bad Livers CD, and an essay outlining our concept of how we thought it was all going to work.

Fletcher: Big sales pitch or not, Robert's a guy who usually doesn't look at anything like that or read anything. But someone canceled a lunch date the day our package arrived and he sat and listened to the Bad Livers CD while eating.

Rubin: The next day I get home to a fax from Robert that says, "Hi, I'm the music big guy. I'm listening to your CD. I love it. Let's go to work." What's so amazing is what I've learned since in that music supervision is sort of a track where they do business a certain way. Whenever they have the X factor, someone they're not familiar with, alarm bells go off.

Robert Kraft: They'd gone above and beyond from the start. The only parallel is certain directors saying, `I really love Seattle rock bands and here are my four favorite that I have to have in the movie.' That's a far cry from Rick Linklater and Ann Walker showing up with years of research into Twenties music that they say is essential to their film. They not only show up with a point of view, but also the research. And I became an advocate instantly upon hearing the music. This was wonderful period music with the potential for a unique texture to a film soundtrack.

Linklater: I thought we'd have to fight more to get Mark, this unproved quantity, through the system. When Robert's lunch date canceled is when I first thought the planets were aligned. It was just how it should have been. Had his lunch date not canceled...

Kraft: That Rubin had never done this work was concerning initially, the middle, and the end. I have unfortunately been down the path of non-professional film scorers before with very checkered results. It's something very hard to describe. It's like the difference between saying you can swim from one side of the pool to another and that you can compete in the Olympics 200 meter freestyle. Being a good musician is one thing, but film scoring is a very specific activity - not just dropping in cool music. It's stitching together musical and emotional cues that fit a picture in a specific act of architecture and tailoring.

Fletcher: When Mark got the gig, Kraft says, `I got a guy in Austin and you're going to use him to help produce.' Like it was a hard sell. I asked for the name. He says Dave McNair. I say, `Oh, okay.' Little did he know that we all know and liked Dave for years. But I think it really freaked them out how easily we complied.

Dave McNair: As it happens, Robert is on old friend of mine. I think he just didn't know this group of people and thought he'd bring me in for quality control.

Rubin: It's important to note that Rick made a crucial decision two years ago on the music - well before pre-production stopped on The Newton Boys and they started subUrbia. I told him there were two ways of doing it: as an archive, going and getting the songs and securing the rights; or doing what every movie producer has done since they figured out the publishing game - hire someone to write a song like "selections in the style of..." And he said that felt distasteful to him. That was the nice way to say it.

Walker: The Newton Boys is a true story and we always felt like we had to be true to that. Every time we worked on the script and strayed from the true story to try and get across a dramatic point a little simpler or quicker it never worked as well as the truth. We thought it had to be the same way with the music.

Rubin: The catchphrase that guided the whole process was `It needs to be true to the film.' In some ways, it made our job easy in that we didn't have to write anything. We just had to go out and find the music, secure the rights to the songs, and find the best group of musicians possible to record them.

Gettin' It All

Rubin: The first meeting was at Mike Maddux's house. It was a pizza party, because I didn't want to call it a rehearsal. I brought 14 tunes and that's where many of what became final arrangements came from. In many cases these musicians had never gotten the opportunity to play with each other. The key word is opportunity. They didn't drop what they were doing just because it was a movie, but because it was going to a be neat little recording event. When I was trying to sell myself originally, I said a lot of the musicians I plan on working with are people who have lived their entire lives and professional careers up to this point so they could do the best job for you... at this moment. That really was true.

Walker: In April of last year, things heated up. With the actors in town for rehearsals, we had to finally commit to the songs we'd be featuring onscreen and start pre-recording sessions. They were essentially demo sessions that we ended up using. But at the time, we just had to have something for the musicians to pantomime to in the scenes that featured musicians.

Rubin: At our first April recording session, I was given a budget, shaking. It was four times what we recorded our last Bad Livers CD on and all to make something that might or might not ever see the light of day. I said, "Let me get all this straight. I'm going to pay all the musicians really fairly, rehearse them, and hire only the best for the job? Then get them in a great studio and have all these great ears around? You think I'm going to let that one get by?" So, essentially, I said to myself, "If this is just going to be a demo, it's going to be a demo for me - so that I can go home and dance around in my underwear to what will become my favorite record."

Steve Schwelling: They wound up being the coolest sessions I've ever done - the most professional and fun. The only pressure was to be as creative or good as you could possibly be. To be hired for your skills, not just to fill shoes, was an amazing place to be. And having everyone else in that room with so much talent pushed everyone that much harder.

Rubin: When we got some of the initial stuff done, we made rough mixes and sent them out to Rick. Apparently, he heard them and printed them in his brain. And he staged his shots and cut his stuff with that music fully in mind. His gift is his ability to pace the movie around the music.

Linklater: You have to internalize and personalize the music, and having it around before you actually shoot helps me imagine how we'll shoot a sequence. And the more music you have, the more you can weave it in and make it integral. I know all my best music sequences have been pre-planned. For something to really be a flourish, it's as planned as the script itself.

Rubin: I didn't even recognize to what extent he used the music until I played the role of a tuba player onscreen in the speakeasy band. As an extra, I sit there with these little earplug things so that the dancers and musicians can hear the music correctly without it interfering with the dialogue. I was hearing "That's a Plenty" and then I'm going, `I get it, he's going to open the door right at the B section, the payoff with Freddy Mendoza's big trombone piece. The whole minor part that is a setup in the song is a setup for the scene. The payoff in the music is the payoff in the scene.' It dawned on me that unless something went horribly wrong, we got it. We weren't going back in the studio to recut that.

Fletcher: Throughout the recording, I was heading back to the set reporting on the proceedings. Half the cast wanted personal copies of the tapes and everyone was excited that there was a moment going on in the studio that was going to go straight to the movie and straight to the record. It was apparent by like the third song.

Rubin: The studio was always brainstorming about people we could bring in for the sessions. I realized they did that out in Los Angeles. I feigned ignorance a lot when they'd rattle off names like Poe, Lori Carson, Ani DiFranco, or Sarah McLachlan. And then of course, we're thinking the Twenties, and they're just thinking old. So they'd send us a Forties-style chanteuse singer without recognizing the distinction. Then they brought us another list with Abra Moore's name on it. I said, "I know Abra. She's a great singer." I didn't have to make anything up. And it kept very well with our plan to keep it in Texas. In the liner notes, Rick says the great thing about being in Texas is all the best are here. And again with Abra, we got to surprise Fox with how quickly we accepted their suggestion.

Fletcher: It was the first name where everyone felt like they knew the artist behind the song on their radio and knew she could do this Twenties kind of thing. Poe may have been capable, but we didn't know Poe.

Abra Moore: When I got there, I sat down with the music and had to learn it off a violin part. There was no existing track for me to imitate, which was both fun and challenging. It was more, "Here's the melody and here's the words." We had to build a tune, not something you get to do in session work a lot.

Patti Griffin: Learning the melody right off the piano gave me a feel for what it must have been like for Judy Garland. But everybody in the studio was very composed with me. I never felt rushed. It's all Twenties jazz and there was one line I kept hearing as Forties jazz. One line - literally one note - that I kept on knocking out to another place. I sang the line probably about 50 times. It's a subtle distinction that makes a huge difference, and vibe-wise, I was locked in to the wrong place.

Rubin: In January, just six week or so ago, we were in Los Angeles and decided that one of the tunes we cut with Patti, "After You're Gone," was more a film cue than stand-alone song for the soundtrack. We were behind, spending seven or eight hours a day mixing, but everyone was so in love with the song and the lyrics that we wanted to get another chance. Danny was in town, and a few days before we had hired Carl Sonny Leyland to play some piano over the orchestral stuff. Then we found out Steve James was around and that Kris McKay was out at Joshua Tree.

Kris McKay: I'm sitting in Joshua Tree and Keith called literally out of the blue and asked, "Do you have gas in your car?" I thought it was a weird rhetorical question. He said he needed me there. I was there.

Fletcher: Not only was it hard song to sing anyway, but we found out Kris knew the song from having performed it with 81/2 Souvenirs.

McKay: That I'd sung that song before played against my better interests later on. They kept stopping me and saying, "This is before blues, Kris, before lounge and cocktail." I was holding notes or bending things in a way I thought was period, but in reality aren't even close. It was a little frustrating. Then they told me about Patti. It gave me some kind of sick satisfaction that Patti had as much trouble. You don't want to revel in your contemporary's suffering, but it really does help to know someone else was having an equally hard time.

The Pearls

Erik Hokkanen

photograph by Clark Walker

Linklater: At the end, when we were ready for the orchestral score, it was a weird feeling. It was like every element of the movie had gone so well that people around me are expressing sentiments like, "The movie's so good I'd hate for us to cheapen out with the music." It was the final hurdle.

Rubin: But it's two films: a Western and a gangster movie. The Bad Livers are known for the Western, but the gangster part was the X-Factor.

McNair: This is not some art film done on a big budget. It could be a film from any classic American director made in any time period. Unfortunately, or fortunately - depending how you look at it - it almost totally demands a very large orchestral score, or else it just kind of looks cheesy.

Walker-McBay: We were wary of having these period songs and a score that don't fit together at all. That's why early on we were really hoping the Bad Livers could do both... to give it an organic unity that we might not have had in different combination.

Rubin: I said, "Danny should do it," and Rick says, "Why not?" But how would that play with Fox? What are the chances of an unknown composer getting a budget like this? It just doesn't happen in this environment.

Walker: Trying to get Danny through the system was pretty daring for Rick. We all knew Danny was perfect, but you almost don't dare suggest it, because you're afraid of the usual questions: What has he done and what makes you think he can do this?

Danny Barnes: It takes about a year to write a full length Bad Livers CD, full-time work, not counting shows. Hogs on the Highway was out and I was pretty worn down. My thought was that if Mark wants to do The Newton Boys it would be cool for me, because I could use the rest and get work done in the yard. But as Rick called and talked to me more and more, I got real interested in helping them finish.

Linklater: On paper, Danny probably looked like a gamble to the studio, but I never considered it a risk. They probably would have felt more comfortable with a run-of-the-mill Hollywood person who'd done it a lot, but then you get the run-of-the-mill Hollywood done-it-a-lot kind of feel - like every other fucking movie you've ever seen. For me, it's kind of like casting an actor who's never acted before, but you know they're great. Mark and Danny are better than 99% of the people doing their jobs on the coasts and they're here.

Walker-McBay: Because Danny didn't have the experience, we had to work with Fox to structure the deal so that he would get a shot and if it didn't work out we could do something else. It's a little unusual to structure a deal on a trial basis, but it encouraged the studio to let us give this a try.

Rubin: It was like, "The good news is Danny got the gig. The bad news is Danny got the gig."

Barnes: I kept thinking I was going to get fired at any moment, like there was always a hatchet hanging over my head. The music is the studio's historic way of making a last ditch effort to alter the film - to make it funnier, more romantic, bigger or smaller.

Kraft: For all due respect to all the people involved, there weren't a lot of film music experts surrounding The Newton Boys. You get real happy working with John Williams or Jerry Goldmith even though in the Linklater camp those are just considered slick Hollywood guys. For my money, they're a big relief because Jerry Goldsmith has done 170 movies. I don't have to call every afternoon and ask if it's working. There's a comfort level that whatever he's coming up with will sound professional and perhaps get an Academy Award nomination. But was there a hatchet over Danny? No. But was I looking really carefully at all the choices? I was, because I wanted it to be really great. Everybody was on a shorter leash than Ennio Morricone might have been.

Linklater: It was real important that we knew what we wanted so early on. I didn't want the overbearing typical big-ass score that overpowers you and tells you everything. There are times it has to work that way, but I didn't want it overriding the movie. I wanted it there with it.

Barnes: When I first started, thinking cinematographically was hard. You try something and it takes too much attention away from itself - to where the music can fight the film. Then I'd try something another way that was too repetitive - where it just lays there. It's really tricky to come up with something that reinforces the director's idea, but doesn't draw attention to itself.

Kraft: Was I looking to tamper with their score and make it more Hollywood? I dug what they were doing, but I had to remind them that dumping in Bad Livers tunes wasn't going to work. I had to remind them they needed real movie music that has the same feeling as the Bad Livers. And at the start, they probably thought I was going to fuck it up and make it the score to Die Hard 3.... And if they made a great concession, it might have been when I suggested an arranger to work with them on some of the cues. It went from a polite suggestion to insistence. The movie was so good and the music itself had so much of interest, but it needed a certain amount of structure to meet the film.

Barnes: Sure, the difference, the key reason it worked, was finding Scott Smalley, an arranger that spoke my language. But he's in Hollywood and I'm in Washington state. I worked for six months, three on my own, and then for three months Scott and I spent 24 hours a day hooked through the Internet, passing sequences and sound files back and forth. I could look and measure film and work on a tempo map and pop it over there for Scott to look at it. He was my third dimension. He knew the science and our jobs got convoluted. There were themes he generated and orchestrations I generated - cross-pollination.

Fletcher: When we get to Seattle to record the score, it was two years of research, a year of writing, six months of shooting, five months of editing, and suddenly the composer and orchestrator have two weeks to nail it.

Barnes: I spent all my life playing fiddle music. And the thing about orchestras is they're just a big mess of fiddles. That's what it is. But when the symphony cut down on my music, and the bassist starts the big sustain and here come the violas, cellos, strings, and harps, it's spectacular to hear your music played back. That was the moment.

Rubin: At one point, Danny's in the bathroom and we're in the middle of mixing an important scene. Rick looks over and says, "I'm so proud of this piece of music. This is a pivotal point. It could have gone either way - too sappy or not enough emotion. I couldn't be prouder."

Linklater: There's actually a couple scenes like that. I often feel that way with actors, "If we don't nail this scene, if it doesn't work, the movie can't be great - only good." There were a few scoring bits where I thought, "If this is cheesy or doesn't quite work, we really don't have it. And inevitably, when you get it, it feels great."

After You've Gone

Rubin: At any moment, this could have just sucked. Scott pulled me aside once and said, "Mark, it's a hell of an achievement whether you realize it or not." He said, "They could've not have hired you, and then when they did they could have told you how and who you were going to work with." He was breathing a sigh of relief, because when a studio wants to change a film, they'll do it with the music. As far as we can tell it's too late now.

Walker-McBay: I think we always knew that the song-based half would work, but it wasn't until we went up to Seattle and scored the picture that we knew both halves had worked. We didn't really have a Plan B, so that's where the risk came in. And that's why it was so exciting. Sometimes, I felt it was similar to when we first made Slacker, where you felt like what you were doing was experimental, but it had that added benefit of being fresh and new.

McNair: At some point, we were mixing one of the songs, which I'd heard so many times. But it just sounded great in this huge L.A. studio and the hidden commercial value hit me. I thought, "If I was 16 now and all I really knew was punk or ska and was looking for something new, fresh, and different, if I heard `Copenhagen,' I'd rush out and learn National Steel or banjo." It would have been like finding a cool secret music to immerse myself in.

Rubin: There's a huge market of freaked-out music fans that are going to embrace this. Let's talk about Macs and IBMs. IBM is where you go to make big commercial software, but Mac has it its own constituency that's fierce, loyal, and dependable. We've written some Mac software here, and if you got an IBM you can run it too. But if we can sell to the Mac market and do right by the film, we've knocked this sucker way out of the park.

Linklater: At the end, you could argue we don't have a hot record with the big names. And ultimately, that's why everyone passed. They didn't think they could get any airplay and definitely no MTV. To his credit, Glen Brunman at Sony said, "Okay, but I think it will just be a cool record." It is a cool record and there are other sellable elements - like the film itself. I think when people see how it works in the movie, they'll want to buy it.

Fletcher: Because they wanted to make the soundtrack more commercially appealing, they continued to throw names at us until the end. But the problem was that a lot of the people they were throwing at us we could never hear anything period about their voices. So you might as well spend $50,000 more and get Lyle Lovett or Willie Nelson - people we love, but are still out of character.

Kraft: I wish there was something to attach as a big name to this and I always thought there would be. There isn't. It's a regret still. Sitting at the Grammys watching Sarah McLachlan win best instrumental for "Last Dance" made me sigh with regret because I sent that song to them and they didn't feel it was appropriate. That was their prerogative. But without fail, every filmmaker on the Monday morning after they open realizes that if there were anything else they could have done they wish they could now. The benefit I have after doing so many is the ability to see it doesn't affect the movie. The movie's still great. The Newton Boys with a single in the Top 10 turns out to be a whole lot more fun that Monday morning when you need that next weekend box office and you're on VH1 and MTV.

Rubin: It's not like they even seemed to know who the Squirrel Nut Zippers were. Originally, their idea of someone cool and edgy to work with was Blues Traveler. To be honest, I couldn't have sold the Squirrel Nut Zippers any easier than Bad Livers.

Kraft: Rick and Mark's position is admirable. And inserting a star is an incredibly difficult thing to achieve while keeping integrity. But could Springsteen or Don Henley - a Texan - have written a song or taken an old song? And is there a lot of integrity in B.J. Thomas singing "Raindrops" for Butch Cassidy & the Sundance Kid? How bogus and commercial was that? And yet 30 years later it's still the Academy Award winner for 1964 and one of the most famous songs ever. It worked. There's a lot of latitude. To Rick's credit, he was extremely focused on the authenticity of the music and I can't fight him on that or tell him he's wrong, because he's right in his way. If the movie goes through the roof, he's right. They didn't need it.

Rubin: In the end, we did our homework. Then we did the good music, the good work. We interfaced correctly and positively - with everybody we worked with. So, we are open to joy without carrying any negative baggage. We never really said, "Fuck you, Mr. Studio or Mr. Record Company." It wasn't that we knew better than anyone, it's that we knew different. And different won out this time.

Linklater: The bottom line is just that I'm happy with The Newton Boys today and I know that 50 years from now I'll be equally happy with it. That's the way I feel about the movie and that's the way I feel about the soundtrack. I feel really, really lucky.

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