Billy Goldenberg/Alan & Marilyn Bergman
Alamar Music

CELIA BERK, vocals
MICHAEL GOETZ, bass
PAUL MEYERS, guitar
JOHN REDSECKER, percussion
CLAY RUEDE, cello
ALEX RYBECK, piano

CELIA: We always saw this as the song that could start the album. For a while, it was even our working title because it conveys a lot about my personal story and where singing fits into it. When I shared that story with Alex, he got a faraway look in his eye. I now know that means a great song is about to appear. He dove into the file cabinet next to his piano and out came this wonderful number. It’s from the Broadway musical BALLROOM, which is a show about propelling yourself forward despite life’s challenges.

ALEX: With its gentle bossa nova beat and Jobim-like harmonies, this doesn’t sound like most people’s idea of a Broadway show tune. But it is. As far as the arrangement goes, the only change I made was toward the end, musically stretching a phrase or two, allowing Celia to linger on Billy Goldenberg’s gorgeous melody. Incidentally, I also happen to think this is one of the Bergmans’ finest lyrics, its heartfelt declarations perfectly married to the music. The musicians on the session really fleshed out my chart and took this to a supreme level. I especially love those stylish guitar licks by Paul Meyers.

BILLY GOLDENBERG: I have to say that this was the first time I’ve heard my song, I’ve Been Waiting All My Life, truly done with such sensitivity. In the show BALLROOM, it was merely a band song, and was subsequently overlooked. Celia brought it to life, and that’s all any songwriter could desire.

ALAN & MARILYN BERGMAN: It’s always nice to hear an obscure song of ours, and even better when it’s a wonderful performance.

Will Jason & Val Burton; Matt Malneck & Frank Signorelli/Mitchell Parish
Jerry Leiber Music Co.; Robbins Music Corp.

CELIA BERK, vocals
JERED EGAN, bass
DAN GROSS, percussion
DAVE ROGERS, trumpet
CLAY RUEDE, cello
ALEX RYBECK, piano and keyboards
DAN WILLIS, tenor saxophone

CELIA: Penthouse Serenade was another song that emerged from one of Alex’s faraway looks. This time, we were sitting at Vanessa’s Dumpling House on the Lower East Side (NB: try the duck pancakes) and he suddenly said, “Penthouse Serenade! Do you know it?” I didn’t, but as soon as I heard it I knew we were going to record it. We even thought long and hard about having it as the album title. It is exactly how I experience Manhattan. There aren’t many recordings of this song, written in 1931. It seems to first appear in the 1933 animated short BETTY BOOP’S PENTHOUSE, sung by Mae Questel. It’s the title track of a Nat King Cole instrumental jazz quartet album and is the underscoring for the George Cukor film GIRLS ABOUT TOWN.

Stairway to the Stars is a song I have always been drawn to (and every time I hear it I think of Sweet Sue and Her Society Syncopators in SOME LIKE IT HOT). Alex suggested we make it a medley with Penthouse Serenade, and in the space of one hour I watched him build the arc of the story. I particularly love the way he finds our way back to Penthouse Serenade, with an intimate vocal dip to end this very romantic fantasy.

ALEX: In joining these two songs together, the main question was which song should come first? After looking at both possibilities, the order we chose seemed to flow more logically. The next issue was a musical one, of getting from the key of the first song (E flat) to that of the second (G flat). Not a problem; the ascent felt natural. Much trickier was how to return to the first (lower) key without the listener feeling like the song was “sinking.” I think we achieved our goal of modulating downward while creating the sensation of actually rising to a higher key.

Harry Warren/Mack Gordon
Robbins Music Corp

CELIA BERK, vocals
MICHAEL GOETZ, bass
SCOTT KUNEY, guitar
PAUL MEYERS, guitar
JOHN REDSECKER, percussion
CLAY RUEDE, cello
ALEX RYBECK, piano
MARY JO STILP, violin
KRYSTOF WITEK, violin
SARAH ZUN, violin

CELIA: Friendly Star was written for Judy Garland to sing in the movie SUMMER STOCK. Alex had never seen the movie (!) so the first thing I did was get him a copy. Then we set out to give the music a contemporary feel without obscuring the heart of a sweet but not very well known song about longing.

ALEX: This song seemed to want a delicate approach. And a bit of structural tinkering.

We split the refrain into two sections: the first serving as an “ad lib” verse to establish the story, the second half as a gentle bossa nova as the singer “finds her groove” in discussing her love life with a different kind of nova! It felt natural to go into the instrumental section after “There you are, there you are!” rather than completing the song. So we did. And rather than a strictly standard instrumental break, we chose instead a call-and-response structure between Celia and the soloist, to keep the starlit conversation going.

Initially, I tried using a soft flugelhorn during this middle section, but even that proved “too much,” and a redo with classical guitar seemed a better fit.

Now we could pick up those last few lines of lyrics (“Then my love, you will be standing here close to me,” etc.) to complete the song. To set the lyrics off, the guitar leads melodically, Celia echoes. As a final tag, we used a line of the otherwise discarded verse (“Ev’ry night I eagerly watch them all go twinkling by…”). I hope the spirits of Mack Gordon and Harry Warren aren’t displeased by all this “remodeling.” (And if they are, I will take their advice and “Shuffle Off to Buffalo.”)

Burton Lane/Alan Jay Lerner
Miller Catalog

CELIA BERK, vocals
MICHAEL GOETZ, bass
PAUL MEYERS, guitar
JOHN REDSECKER, percussion
CLAY RUEDE, cello
ALEX RYBECK, piano and keyboards
DAN WILLIS, flute

CELIA: When you listen to this Burton Lane melody, you may feel you’ve heard it before but aren’t quite sure where. It’s from the movie ROYAL WEDDING. Fred Astaire dances on the ceiling to the music, but he never sings Alan Jay Lerner’s great “list song” lyrics. You really can’t listen without wanting to do some kind of happy dance. It’s just joyful.

ALEX: Something about the music in the verse (perhaps the modal harmonies) suggested Early Renaissance music, and that informed my choosing harp-like classical guitar and soft flute to set the opening section. Once into the first Refrain, I shed that sound for a more straight-ahead “Broadway show tune” arrangement. I love the original, breezy Burton Lane accompaniment with those memorable whole-tone figurations after each phrase. Saw no reason to “improve” upon them.

Jeffrey Klitz/Julie Flanders
Harmony LLC

CELIA BERK, vocals
JERED EGAN, bass
CLAY RUEDE, cello
ALEX RYBECK, piano
DAN WILLIS, tenor saxophone

ALEX: This song is that rarity — a classy, adult, contemporary ballad. Simplicity was the key to approaching it. I initially overwrote the cello and sax parts, and once in the studio, kept cutting them back. With a song this eloquent, less is much more.

CELIA: Another session of poring over music with Alex prompted him to share several songs by Jeffrey Klitz and Julie Flanders. Alex has long admired their work, and had always wanted to find someone who would admire Sometimes I’d Dream as much as he did. That would be me! It’s an honor to be the first to record it.

Stephen Sondheim
Warner Chappell Music

CELIA BERK, vocals
JERED EGAN, bass
JOHN REDSECKER, percussion
CLAY RUEDE, cello
ALEX RYBECK, piano and keyboards
DAN WILLIS, tenor saxophone

CELIA: If you’ve waited all your life to record an album, you probably want to include something by Stephen Sondheim. Sand is from his score for an unproduced film, SINGING OUT LOUD. I remember one of our musicians laughing out loud when he heard the vocals and saying, “That can only be a Sondheim lyric!” Indeed.

ALEX: I like the feel of this song: lazy, bluesy, and a bit ominous. The cello and vibes lend a touch of sensuality.

Sondheim has said he wrote it as a sort of send-up — an intentional “bad song.” Not sure what he thinks is bad about it. Perhaps the notion of over-working a simile? But set to such beguiling music, the lyric doesn’t come off as either send-up or naïve, but a thorough (and clever) exploration of an idea — and one which proves true! Sand can be anything; so can love. And the music has a strange undertow (to borrow from the beach imagery) that renders it not merely clever but haunting.

(OK, so I did allow myself a tiny musical joke: a punctuating pizzicato from the cello following the lyric “Now it isn’t there!” — Pling!)

Leslie Bricusse & Anthony Newley
Musical Comedy Productions Inc.

CELIA BERK, vocals
JERED EGAN, bass
JOHN REDSECKER, percussion
DAVE ROGERS, trumpet
CLAY RUEDE, cello
ALEX RYBECK, piano
MARY JO STILP, violin
KRYSTOF WITEK, violin
SARAH ZUN, violin

CELIA: I’ve long known this song from the Broadway show THE ROAR OF THE GREASEPAINT—THE SMELL OF THE CROWD. But as I allowed myself to dream about where my music could take me, I took a closer look. Then Alex and I looked at it together. While Penthouse Serenade and Stairway to the Stars came together in front of my eyes in an hour, he took this one away to work on alone. When it returned weeks later, it felt to me like a one-act play. He gave me so much to work with and so many choices to make. The orchestration also took time to build, and the end result is a great example of Scott Lehrer’s mastery as an engineer, sound designer and producer.

ALEX: I attempted to shape this short ballad into a miniature drama with a beginning, middle and end.

1. The opening bolero rhythm was intended to create a sense of anticipation, ambition and strength — briefly abandoned during the mention of lying awake at night (which required something more atmospheric).
2. Imagining “the wildest of things can come true!” signals a joyous jazz waltz with trumpet solo.
3. The bolero returns, more determined, eventually subsiding to something ethereal and ephemeral.

The point was to make a non-dreamy statement about dreaming.

John Kander/Fred Ebb
Kander & Ebb

CELIA BERK, vocals
JERED EGAN, bass
JOHN REDSECKER, percussion
DAVE ROGERS, trumpet
CLAY RUEDE, cello
ALEX RYBECK, piano
MARY JO STILP, violin
DAN WILLIS, tenor saxophone
KRYSTOF WITEK, violin
SARAH ZUN, violin

CELIA: This one is very much true to our pattern of choosing lesser-known songs by great songwriters. It’s from the Broadway show THE ACT. Maybe because it was written for Liza Minnelli, it always makes me think of the great scene in A STAR IS BORN when Judy Garland sings The Man That Got Away. I asked Alex if we could find a way to tip our hat to that number, maybe with a humming vocal at the top. Alex took it a step further and gave our version of It’s The Strangest Thing a 1950’s sensibility – so much so that when Dave Rogers came in to add his horn, he instinctively chose one true to that era.

ALEX: We wanted to evoke a late-night, jazzy nightclub feel, but with the added elegance of strings. The major arrangement question in my mind was how to treat the title phrase, with its syncopation and unexpected chromatic note on the word “thing.” I hope John Kander, one of my idols, isn’t offended by my taking a few harmonic liberties.

In my opinion this is another one of those songs that deserves to be better known.

Jerome Kern/Oscar Hammerstein II
Polygram Music Publishing

CELIA BERK, vocals
JERED EGAN, bass
JOHN REDSECKER, percussion
ALEX RYBECK, piano
DAN WILLIS, tenor saxophone

CELIA: This song was first sung by Irene Dunne in the movie HIGH, WIDE AND HANDSOME. I have loved singing it from the first time I tried it on. I even included it in the program DOUBLE STANDARDS I did with my friend Rich Flanders. As friends found out I was putting songs together for an album, they would invariably ask, “You’re going to do that song about the people on the hill, aren’t you?” Very happy to oblige.

ALEX: Notice the abrupt change of key from verse to refrain! This was because the verse sits higher melodically than the rest of the song. Rather than compromise either portion of the song, we decided to let each section exist where it felt natural. I think the result is that one sits up and listens more intently when the refrain begins.

As always, Dan Willis can be counted on for a touch of soulful sax.

Adapted from J.S. Bach /Norma Tanega
Norma Tanega

CELIA BERK, vocals
JERED EGAN, bass
SCOTT KUNEY, guitar
CLAY RUEDE, cello
ALEX RYBECK, piano
MARY JO STILP, violin
KRYSTOF WITEK, violin
SARAH ZUN, violin

CELIA: One day, Alex looked at the opera scores stacked on my piano and got one of his faraway looks. He said he had found an interesting track on an obscure Dusty Springfield album. The song was called Go, My Love. It turned out the music was derived from a bass aria from Bach’s St. Matthew Passion. Michel Magne had used it as the theme music for the 1962 Roger Vadim movie LE REPOS DU GUERRIER. Songwriter Eddy Marnay added lyrics, and as Cent Mille Chansons (A Hundred Thousand Songs) it was recorded by Moroccan-born singer Freda Boccara. Norma Tanega wrote these English lyrics for Dusty Springfield.

Alex and I were intrigued. While I explored the sweeping music (Jered Egan gave me wonderful insights into how I could mirror the long, smooth lines of the bowed bass), Alex and Scott Lehrer set out to build a chamber ensemble.

ALEX: A classical approach seemed natural for this song based on a melody by J.S. Bach. Thank you, string players! Thank you, Scott Kuney, for the sensitive guitar.

Arthur Hamilton
Harmony Grace Publishing

CELIA BERK, vocals
ALEX RYBECK, piano

ALEX: I first became aware of this song as sung by the great Julie Wilson. It’s the only song on the album with just piano accompaniment. It didn’t seem to require anything additional.

CELIA: Arthur Hamilton is probably best known for Cry Me A River. His quiet melody and straightforward lyric express things that I believe are true. Life will bring inevitable challenges and occasional successes, but love is what endures.

Ann Hampton Callaway
Works Of Heart Publishing

CELIA BERK, vocals
STEVE DOYLE, bass
DAN GROSS, percussion
SEAN HARKNESS, guitar
ALEX RYBECK, piano

ALEX: The last song picked for this album, it shares a similar theme to I’ve Been Waiting All My Life. We didn’t want to repeat the bossa feel of that song, although Ann Hampton Callaway conceived it that way. I was happy to discover that a gentle swing served it well, and moreover, it had the effect of tilting the lyrical intention toward a “glass half full” scenario: You can’t rush spring, true, but it’s definitely on its way!

CELIA: We knew we wanted to add a number with a swing feel, and also circle back to the themes from I’ve Been Waiting All My Life. Over the course of a few weeks, it felt as if we looked at every song ever written. But from the moment Alex shared Ann’s beautiful song, it was clear we had found what we were looking for. Everyone can find themselves in these deceptively simple lyrics. And her lovely melody really does linger on. How could it not be the title of our album?

ANN HAMPTON CALLAWAY: I wrote this song many years ago on the QE2 for one of my heroes, Lena Horne. I sent it to my friend, the great pianist Mike Renzi, who was getting ready to record Lena’s last album. It was slated for the project, but at 6 p.m. when it was to be recorded, the engineer said, “Sorry, but we’ve run out of time.” It is one of my sorrows that Lena never recorded this song but am so happy it has found a life with singers like Karrin Allyson and Celia Berk.

Jimmy Dorsey/Paul Madeira
Morley Music Co.

CELIA BERK, vocals
MICHAEL GOETZ, bass
DAN GROSS, percussion
ALEX RYBECK, piano
DAN WILLIS, tenor saxophone

CELIA: This has been a quintessential jazz standard since it was written in 1942. I’ve been singing it for some time, but it was a particular pleasure to have a musical “conversation” with Dan Willis’s sax. Every girl singer’s dream…. Sigh.

ALEX: A classic, this plays to Celia’s strengths as a musical storyteller: her expressivity, intimacy, warmth, and tenderness, conveyed through thoughtful, natural phrasing. For the arrangement, a touch of brushes, mellow stand-up bass, and an impeccable sax solo by Dan Willis — nothing else was needed.

Cliff Friend, Charlie Tobias & Boyd Bunch
Chappell & Co.

CELIA BERK, vocals
MICHAEL GOETZ, bass
PAUL MEYERS, guitar
JOHN REDSECKER, percussion
DAVE ROGERS, trumpet
ALEX RYBECK, piano
KRYSTOF WITEK, violin

ALEX: After a mostly earnest collection of songs, a touch of irreverent silliness seemed like a fun way to go! A nod of thanks to my good friend and mentor, director Sara Lazarus, who had the witty notion of ending the song with the repeated “about you.”

CELIA: The novelty songs on Barbra Streisand’s early albums made a huge impression on me. So when Alex showed me The Broken Record, I knew I’d found a way to pay homage. And Scott Lehrer found the perfect way to end the album. We hope it leaves you with a smile.

This first album proves that the wildest of dreams can come true. They do. But they only come true with wise teachers, generous collaborators, and treasured friends and family. In this world of extraordinary people, I’m particularly glad there have been…

Dominic Alldis, Jason Aylesworth, George Brooks, Emalynne Brushey, Jane Wilson Cathcart, Nate Cyphert, Kevin Dozier, Jeff Harnar, Scott Jacoby,Giedrius Jankauskas/Impress, Barbara Jones, JSterling, Jeffrey Klitz, Amanda McBroom, Alexander Ostrovsky, Sarah Rice, Paul Rolnick, Mark Sanderlin, J.J. Sedelmaier, Mark Sendroff, Jim Stenborg, Oscar Zambrano

Dan Block, Steve Doyle, Jered Egan, Michael Goetz, Dan Gross, Sean Harkness, Scott Kuney, Dan Levine, Paul Meyers, John Redsecker, Dave Rogers, Clay Ruede, Mary Jo Stilp, Dan Willis, Krystof Witek, Sarah Zun

Laura Thomas. Sitting beside her at the piano each week means all the world to me.

Brian Hurley, who challenges me to think differently about love songs, old songs, new songs.

Mike Dote, who can capture the view that seems to want to be seen.

Stefan Bucher and his ability to see me clearly from afar.

Ann Hampton Callaway. Her exquisite song is a wonder only time could bring us.

Michael Feinstein. His encouragement far exceeds anything I’d sometimes dream.

The discernment and generous guiding light of Scott Lehrer. And Alex Rybeck, who illuminates every song he touches. I would call it something magical.

This is for my brother. Rain sometimes leads you to sing the songs you’ve waited all your life to sing.