The Oral History of Documentary Now’s Co-Op Episode

IFC’s brilliant, demented, and insanely detailed series “Documentary Now!” returned for its third season last month with an excellent premiere, the two-part “Wild Wild Country” sendup “Batsh*t County.” But it’s the season’s second episode, “Original Cast Album: Co-op,” that truly raised the bar. 

As usual, the episode expertly captures the environment, style, cinematography, tone, and spirit of its source material, D.A. Pennebaker’s “Original Cast Album: Company.” Like the original, it captures the recording of a cast album, here “Co-op,” a musical written by Simon Sawyer, a Stephen Sondheim stand-in (John Mulaney) and directed and produced by Howard Pine, taking the place of Harold Prince (James Urbaniak). Also like the original, it chronicles the frustration, exhaustion, glee, and almost tyrannical attention to detail required to immortalize this particular work of art.

But unlike Pennebaker’s film, the score for “Co-op” didn’t already exist. So the “Documentary Now!” team had to somehow come up with a fictionalized version of a complex, notoriously difficult score written by one of the greatest American songwriters of all time. Easy, right? Just get someone who can imitate genius without turning out music that sounds hollow and phony. No problem.

As it happens, it was no problem—it just took a lot of work. The score for “Co-op” is funny, as a parody should be, but is also excellent on its own terms. RogerEbert.com spoke with showrunners Rhys Thomas, Alex Buono (also the episode’s director), composer Eli Bolin, and actor Richard Kind to understand how, exactly, you go about imitating Sondheim, and how you wind up with something that stands on its own two feet, in an elevator, going up.

This oral history is comprised of interviews conducted at the Television Critics Association press tour and by phone, each edited and condensed for clarity.

How the episode came about—“This pure, distilled form of Mulaney”

Alex Buono, director/co-showrunner: Company had come up in [discussion for] season two, and was definitely on [John] Mulaney’s shortlist. Like, “I will make this episode.”

Rhys Thomas, co-showrunner: We thought it was practical as well … We knew it was all in that one contained environment. And Mulaney went away and kind of stewed on it for a year, and came in [and said,] “I know what this is.”

AB: This pure, distilled form of Mulaney.  So he wrote the episode, and Seth Meyers came in and helped him write some of the songs. And Mulaney wrote with Richard Kind in mind, and with Paula Pell for the Elaine Stritch sort of role ... I think it was in his original outline, “This will be Richard, this will be Paula.”

RT: Initially there was a notion that it would just be a series of songs, and through the episode, the audience would be required to try and figure out what hell this musical was. They would just be very disparate songs, no identifiable theme. And that would be the fun [of it], this bizarre picture that would emerge. But once he started writing it, the idea of the co-op became so specific.

AB: It's funny, because we could have easily predicted that he would write a musical about New York real estate. It’s one of his pet themes. 

RT: It being practical—That’s our naivete. Like with “Mr. Runner Up,” the Bob Evans one, initially our motivation was, “Oh, it’s just a bunch of his still photos, it’ll be really easy,” and then we ended up shooting over 20,000 stills over god knows how many, days, and Bill [Hader] went through millions of costume changes, and it was so involved. Then with this one, you see the one location, and you think—

AB: “How hard is that? It’s just people singing.” I will say, having our four main cast members as experienced singers, and obviously Renée [Elise Goldsberry] and Alex [Brightman] in particular, was really a godsend, because they just came in and taught us how to do it.

Richard Kind: There was no difference in preparation [between doing “Co-op” and a full musical.] No difference whatever. We were doing another musical. It might as well have been “The Producers,” except it was called “Co-op.” And this is a scripted story, so we’re doing a 24-minute play. 

AB: In previous seasons, we were picking from the low-hanging fruit, the most famous documentaries ever made. Company, if you’re not a theater nerd, you do not know what that is. 

RT: And it’s hard to find! 

Eli Bolin: I’d seen [the documentary] many, many, many times, starting in college. I love it. Everybody's microphones are picking up everybody else, everything else. There's this big like echoey mishmash of sound ... And to see the drama and the interplay, to get to be a fly on the wall for something like that. It's very moving in a lot of ways too, especially the Elaine Stritch sequence. It's funny in some ways, but really dark and sad, because she's really struggling. It runs the gamut of every emotion—and then the music is so good. 

AB: The Pennebakers have been incredibly supportive. We did a Pennebaker documentary [“The Bunker,” a parody of Chris Hegedus and Pennebaker’s Bill Clinton campaign doc “The War Room”] in the second season. They were very involved in this one. We’d send an email saying, “How did you do this, how did you light it,” [and they’d respond.] And Fraser was just telling me that Criterion reached out to them, and they’re going to rerelease Company. 

RT: I like to think it’s because of us.

Finding someone to write like Sondheim—“Do You Hear the Cookies Crunch?” 

AB: John and Seth wrote the lyrics. Eli Bolin was our composer, he’s a Broadway guy. 

EB: I didn’t know that they were going to be making this until I was basically offered the job. And my friend Alex Timbers, also friends with John, he directed “Oh, Hello on Broadway” and directed “Kid Gorgeous”, John's Netflix special. And I guess John had asked him for a recommendation for someone to write music for this, and Alex, bless his heart forever, recommended me and John just took his word for it. Totally fantastic. 

AB: [Eli] has a skill set sort of like what we developed at “Saturday Night Live” in the film unit, where every week was a different style of film. Eli Bolin kind of does that in the Broadway world. He’s just so versatile. 

EB: I’ve spent a lot of time writing in the world of sound-alikes. At “Sesame Street,” for example, I've been at “Sesame Street” for eight years, and recently I had to write a bunch of music for Cookie Monster that sounded like “Les Misérables.” You know, “Do You Hear the Cookies Crunch?” instead of “Do You Hear the People Sing?” But it couldn't be “Do You Hear the People Sing,” it had to be an original composition that highly suggested “Do You Hear the People Sing,” while completely and legally being a new song. 

AB:: So when we said, can you do something in the Sondheim style? He said, yes, I could do that. 

EB: I've been listening to [Sondheim’s] music for 25 years. More, really, since I was a kid. I love all of his shows. I love the obscure stuff. I love the cut songs. I’ve got all the books of his lyrics. I've got books and books of his sheet music, and collections, and full scores to his shows. I love him. So once I like sat down to do these songs, it didn't seem that crazy to me… I felt very, very deeply familiar with the language. So it was like my first attempt to try and speak in that language, after having listened to it for 25 years.

AB: We really lucked out in finding Eli.

The writing process—“I’m going to try singing it into my phone, forgive me.” 

AB: You’d get these emails from John, with a reference song ... he’d say, “Here’s some lyrics, this should sound like “Another Hundred People,” I’m going to try singing it into my phone, forgive me.” 

EB: There would be a draft of a lyric first, and then I would take that and write a piece of music. The music was always different [from the corresponding song in “Company”] with the exception of Seth’s song [“Holiday Party,” modeled after “Getting Married Today”].  All of John's stuff was written to [the tune of] a song that's different from the moment in “Company” that it's trying to emulate. 

AB: And then he would hear the songs that John is singing into a phone, and go and he would just turn it into Sondheim.

EB: The biggest difference between me and Sondheim, other than the fact that he's a timeless genius of course, is that he's a very trained musician and I'm mostly self-taught. So a lot of me trying to emulate Sondheim is me just listening and trying to sink into the style that I'm listening to. There's no mapping it out intellectually for me, which some composers would do. It's really just the decades of listening and absorbing his music. 

RT: It was kind of amazing. We’d send them, then he'd send back, “here's my interpretation,” and they would sound so much so fleshed out already.

EB: With Seth’s song, he didn't write syllable for syllable to “Getting Married Today”—there’s a little more room for breath in what Seth wrote—but that one is definitely more specifically an homage to “Getting Married Today” than any of John's songs are to specific moments. 

AB: Eli’s wife [Allison Posner] is also a singer, and helped him come up with all of the harmonies. So the two of them would sing on these sort of temp tracks and send them back to us. 

EB: With John’s songs in particular, I would write music that didn't have to adhere to the rhythms that John initially wrote. So there would be a back and forth, and the lyrics would shift and change. For example, the opening number, the “Co-op” song, John wrote his lyrics to the tune of “Skid Row” from “Little Shop of Horrors,” and then I wrote music that was sort of inspired by that, but also sort of inspired by the opening number of “Company.” Then working with my collaborator Mike Pettry, who did the orchestrations—he pushed it even further into the territory of sounding like the opening number “Company.” So it has that feel, even though that's not what John wrote to.

AB: Mike Pettry, the orchestrator, he was almost like this Broadway historian. Like, “Oh, well, in 1971 the orchestra would have included this many people, and they would have played these instruments.”

EB: Mike also plays the conductor in the episode. It was very helpful to have someone connected with the music actually conducting the singers on the set. It was absolutely crucial. 

RT: The whole story of our show is these lucky … [shrugs, nods] “Ah, okay, yeah!” 

AB: “Thank God we found you, because we don't know.”

EB: [Imitating Sondheim’s sound] wasn't something that I necessarily even plotted out in any kind of deliberate way. John was already emulating [his sound]—other than “Skid Row,” everything that he used was a Sondheim song, and there's definitely a “patter-y” quality for most of the lyrics that he wrote. With Renée’s song [“My Home Court”], for the verses, he picked it very languid song, “Multitudes of Amys” [which was cut from “Company”]. And then for the chorus, he picked a patter song, “Pretty Little Picture” from “A Funny Thing Happened on the Way to the Forum.” If it's in the rhythm of the words already, there are a handful of musical tricks that Sondheim comes back to. 

On “Christmas Tips,” the patter song to end all patter songs

AB: Richard’s song, the doorman song, is longer [than on the episode]. We had to cut out a bunch of it. There's just more examples of how angry he is at his tenants. 

EB: When I recorded the original demo, I simply punched my voice in at different places because there was no room for me to breathe. So I would just record a couple of lines and stop. And then I would start recording from the place where I left off, because I couldn't breathe.

RK: I had to make definite decisions: When I served the lyrics, when I served the joke, when I lost my breath. So I had to specifically say, “I lose my breath here, and this is how I do it”. 

EB: It’s is pretty much an impossible song to sing, or at least highly, highly difficult. The only specific game plan was for it to be a total flood or torrent of words.

RK: I learned the song perfectly, then imposed the breath. And it was tough. The more you practice and rehearse and sing, the more breath you lose. So I had to work hard. You know, I can do a song. It was tough.

EB:: We had to find places for him to breathe in rehearsal, because we really wrote it with no respect for where a human being might actually need to breathe. And it gets progressively harder to sing as it goes, and it gets progressively faster as it goes. Especially that last section, there really is no room to breathe whatsoever.

RK: Those are such brilliant lyrics. that John wrote, I wanted people to hear them. I said, “Let's let me take breaths in order to serve the lyrics, so everybody hears the verses.” You do, “One, two, three,” everybody knows what the lyrics are, you get to [the chorus] and we've already done it so I can lose my breath there. 

EB: If it is singable to any extent, it just needs to get faster and faster until it becomes exhausting for the performer. 

RK: Have you seen Megan Mullally do “The Man That Got Away”? Incredible. I went to college with her, so I know how good [she is], it doesn’t surprise me that her breath control and phrasing are spectacular. I don’t have that. I’m not that girl. I lose my breath too easily, so it wasn’t so tough. 

RK: With this character, there’s that line, “Am I bad at singing and acting?” That’s what this is. I like to call it, “I have a huge ego and no confidence.” 

Favorite songs and Sondheim 

RT: I like “Going Up,” because of the evolving story within it. Just everyone coming in. I like it when Paula’s lover gets in the elevator. And the kid! 

RK: I was in an original Sondheim musical [“Bounce”]. I never thought I’d be in one. I don’t know if I could handle “Sweeney Todd.” “Sorry Grateful” was an audition song of mine. “Into the Woods,” I could do the Storyteller, maybe… They’re doing it at the Hollywood Bowl this summer. I’d be good. But they’ll get a really big star who doesn’t sing. They’ll get Kelsey Grammer. But I’d be good at it, because I know how to tell a story.