1-pager: Follies


Before a glorious old theater is torn down, its onetime impresario hosts a “first and last reunion” of the cast of the Weissman Follies (a clear reference to the Ziegfeld Follies) which was performed there “between the wars”. Among the guests are former Follies girls Sally and Phyllis and their husbands Buddy and Ben, former stage-door-Johnnies. Sally had a brief and passionate affair with Ben but ultimately married Buddy, who had always worshiped her; his low self-esteem leads him to cheat on Sally because he feels certain she really loved Ben. Phyllis is not-so-happily married to Ben, now a successful diplomat, but Phyllis also knows about Sally and Ben’s early affair and is likewise suspicious that the two of them may still carry a torch for each other.

At the time of the reunion, these conflicts have had twenty years to brew; what will happen when these four characters come together for the first time as grownups? Will they be able to confront their past and reconcile it with their imperfect present, or will it prove too much for them? We learn that Sally and Ben do still carry a torch for what they think may have used to be; we’re left to decide how real it really was, and whether they long for their past relationship or for their glamorized ideal of it when compared to their imperfect present. This is what Follies is really about: dragging the glamorized fantasies out into the daylight, mercilessly revealing the unrealistic and unsustainable illusions they are. While we meet many other ex-Follies characters, they have all come to terms with their past for better or worse; the complex love knot of Ben, Sally, Buddy and Phyllis remains to be untangled as the show progresses.

It’s just that when the past stays alive in our lives in harmful or damaging ways, it means we have unfinished business with it. For Ben, Sally represents unfinished business. It’s not the lady herself who attracts him and evokes old feelings. It’s the past within himself that he has never faced or come to terms with … this piece is all about […] thinking that our people have unfinished business with the past and when the show is over, they have finished with it. –James Goldman, in a letter to Hal Prince during the show’s rehearsals. Quoted in Everything Was Possible: The Birth of the Musical “Follies” by Ted Chapin, New York: Alfred A. Knopf, 2003, p. 47.


For the most part, Follies is a traditional “book musical” with a linear plot, but in the second act, the four protagonists get so confused trying to sort out the difference between their actual past and their romanticized version of it that they lose touch with reality (in a theatrical sense): We are suddenly transported to the actual Weissman Follies set of decades past, on which each of the four protagonists then sings about his or her personal “folly”—the folly of romanticizing the past, or of living in the past at the expense of improving the present and future. (In this sense, the show’s title also works on two levels.) The climax of this sequence occurs when Ben, the most conflicted of all the protagonists, realizes mid-song that even he can no longer keep up appearances—he’s been fooling himself about how he sees his past, he’s seen right through himself and, panicked, becomes convinced everyone else will too. At that point, the Follies “dream world” collapses around him, with all the evening’s songs simultaneously playing, “vomiting up” the entire evening’s material—and we are abruptly back in the “real world” of the Follies reunion for the final scenes of the show.


Follies works on so many levels that its score is considered “an embarrassment of riches” by many Sondheim fans. Its most obvious aspect is pastiche, the conscious imitation of another songwriting style. Through both the Follies sequence and some of the songs sung by non-protagonist characters in Act I, Sondheim’s pastiche numbers constitute a tour de force of American popular musical styles from the turn-of-the-century operetta to Gershwin and Porter. Each pastiche number, while true to the style being imitated, invariably includes a signature element of harmony, rhythm or melody that serves as Sondheim’s unmistakable imprimatur. All of the songs display Sondheim’s absolute mastery of lyrics without calling attention to themselves (except in the Cole Porter pastiche “Ah, But Underneath”–which is faithful since Cole Porter’s lyrics do in fact call attention to their own cleverness) and support the contention that Sondheim remains by far the most brilliant theater lyricist writing today, and perhaps ever.


More than probably anyone else writing musical theater, Sondheim’s work is rarely without significant subtext. The characters who sing his songs are complex and multidimensional, and in this show about trying to confront one’s “real” past, we hear that they’re not immune to a little self-denial, via subtle musical cues:

  • In The Road You Didn’t Take, Ben tries to convince us—and himself—that the alternative path his life might have taken probably would have been unremarkable, so he has no real regrets about it. But the music doesn’t say the same thing. For one thing, after a big buildup of persuasion - “One has regrets—which one forgets—and as the years go on….”— What happens as the years go on? The answer is accompanied by a sudden and unexpected change of key that completely saps the power of the harmonic resolution your ear was expecting to hear at the end of the phrase. (Technically, in the V-I resolution, the tonic is abruptly moved a half-step lower.) In the new key, Ben continues his self-denial “The road you didn’t take hardly comes to mind - does it? The door you didn’t try - Where could it have led?” Furthermore, immediately after each empty affirmation we hear persistent and clearly dissonant muted trumpet notes, as if Ben’s conscience is tapping him on the shoulder after every phrase to protest, “Really?” (In a high-school concert performance of this show, the dissonant trumpet notes were not played at all. I almost jumped out of my chair. Either the trumpet player was absent, or someone with no understanding of the material removed the dissonant-sounding notes thinking they were typos.) The persistent dissonant edge recurs right up to the end of the song and lingers through the final chord.

  • During In Buddy’s Eyes, Sally tries to persuade Ben—and herself—that even though her role as Buddy’s housewife may not match her passionate fantasy of a could-have-been life with celebrity Ben, it’s still a good life because Buddy practically worships her. But again the music tells a different story. When she talks about her day-to-day life, it’s all dry woodwinds, but when she talks about how Buddy sees her—“In Buddy’s eyes, I’m young, I’m beautiful”—the orchestration becomes almost grotesquely romantic lush string crescendos. And tellingly, even while she waxes rhapsodic about Buddy—“…in Buddy’s arms, on Buddy’s shoulder, nothing dies”—right on “dies” there is a subtle but very clear dissonance thrown into the harmony, making it not only different from the same phrase in previous verses, but almost uncomfortable, as if to say “something does die”. And just as suddenly, the moment has passed; we’re back into string crescendos and the song is over.

  • Too Many Mornings is one of the most beautiful unabashed love ballads Sondheim has written for any score—though, as we find out, it’s a ballad about a love that ultimately doesn’t work out (Ben & Sally). Usually, this number is staged in such a way as to direct attention to whether Ben and Sally are really in love with each other, or with the romantic ideal of their past relationship. But even absent such staging, the vaguely dissonant chromatic violin notes at the very end add (which actually echo a melody sung earlier by Sally) reveal some bitterness in the sweet of the ballad, letting us know that maybe what the ballad is singing about is not everything it claims to be.

Tough book

Follies is a bit notorious among musical theater directors for having a “tough book”—a script that sometimes makes it hard to maintain the emotional pacing and shape that is so powerfully woven into the score. Part of it is the interspersing of “book songs” that move the plot along, such as The Girls Upstairs and Too Many Mornings, with pastiche songs that recall the glory days of the follies. It is true that most of the pastiche songs in some way echo the theme of falling into the trap of over-glamorizing and being overly nostalgic about the past: “Dreams are a sweet mistake / All dreamers must awake / On then with the dance! No backward glance, or my heart will break!” (*One Last Kiss). *But to the extent that the multiple levels of meaning of “follies” are personified by the crossed couples, it’s true that there are stretches during which that story’s momentum is hard to maintain.


  • The iconic I’m Still Here was written during the Boston out-of-town tryout. Yvonne DeCarlo’s original turn was Can That Boy Foxtrot, a “one-joke” song about a dim young hunk who only does one thing well, featuring Sondheim’s usual brilliant rhymes (“sometimes in a clerk you find a Hercules”, “what makes him look reptilian is the brilliantine”). (The song is included on the Paper Mill Playhouse album, below.) But the song just wasn’t landing, and Yvonne DeCarlo (whose character sings it) was something of a celebrity in the cast so the creative team felt her song should be more substantive. Bookwriter James Goldman suggested a song about survival, since this was in fact hardly DeCarlo’s first rodeo (and she was perhaps already on the way to being a bit of a has-been), with a theme that suggests “I’m still here.” Sondheim immediately seized on the phrase and came back with the song a couple of days later. It was orchestrated in less than three days, to try in front of an audience on the last day of Boston tryouts.

  • The last lyric of Waiting For the Girls Upstairs was originally:

Though we know now life is immense,
Full of wars and marriages and things that make sense
Time was when one of the major events
Was waiting for the girls upstairs.

During tryouts, this was changed to:

Life was fun but oh so intense,
Everything was possible and nothing made sense. Back there when one of the major events
Was waiting for the girls upstairs.

It’s a subtle change, but it moves the focus of the whole song to the past rather than the present. The first version suggests the characters have placed their past firmly in the past; the second version not so much.

  • Hal Prince and Michael Bennett went back and forth on whether there should be an intermission, since given the arc of the show there’s no good place to put one. Sondheim thought the show should have been cut by 20-25 minutes and made a one-act 80-90 minute piece. In Boston an intermission was inserted right after Too Many Mornings, but it was awkward because Act II had to essentially open with a rerun of the final pose of the song. The intermission was removed for New York. Most productions I’ve seen include the intermission in that same place.


The two definitive recordings of the score are the Lincoln Center concert cast Follies In Concert (1985) and the Paper Mill Playhouse/NJ State Theater cast album (1999). (The original 1971 cast album is a mutilation of the score that should be expunged.) Follies In Concert has an impeccable cast and the amazing sound of the New York Philharmonic performing the score, but as it’s a concert version, it elides some extended musical sequences. The Paper Mill Playhouse cast album, while technically not quite as polished a recording, is more complete, and also includes a number of songs that were cut or replaced over the years. Most interesting among the cut songs are the three songs written for Phyllis. All of the songs are slightly different takes on the same idea—a woman who is such a chameleon, such a contradiction in terms, that even she herself may no longer be sure who the “real Phyllis” is: Uptown/Downtown, The Story of Lucy and Jessie, and Ah, But Underneath. All share dizzying Cole Porter-esque rhymes, and it’s interesting to listen to how the structure and harmonies in the music were cannibalized and reassembled into different songs.

Also quite beautiful is the song All Things Bright and Beautiful, originally a duet between Young Ben and Young Sally, which was cut as a vocal number but is used as the opening music (prologue) in the current version.


The only available filmed version of the show I know of that is worth watching is the outstanding production from the UK National Theatre in 2019. Because of COVID they made the video available via streaming for a limited time. You might have to ask an enterprising theater [sic] fan who has a bit of tech-fu whether they thought to, um, archive a copy of that video for safekeeping and posterity.