When writer David Lindsay-Abaire talks about his Tony-nominated musical Kimberly Akimbo, he describes it as "the saddest happy song I've ever heard or the happiest sad song I've ever heard." Those mixtures of emotions have gripped critics and audience members who have seen the musical—and Tony voters. Kimberly Akimbo is now nominated for eight 2023 Tony Awards.

With a physical CD release imminent for Broadway's Kimberly Akimbo (it drops May 19 from Ghostlight Records, a follow-up to a digital release earlier this year), composer Jeanine Tesori and Lindsay-Abaire are breaking down their Tony-nominated score track by track. The musical is Tesori and Lindsay-Abaire's second collaboration, following their 2008 musical Shrek.

Currently running at the Booth Theatre, Kimberly Akimbo follows Kimberly (played by Tony winner Victoria Clark), a bright New Jersey teenager with a rare aging disease that makes her look 72 years old even though she's only 16. Tesori and Lindsay-Abaire adapted the work from Lindsay-Abaire's 2000 play of the same name, which had its world premiere Off-Broadway in 2000.

Kimberly Akimbo is currently nominated for eight 2023 Tony Awards, including Best Musical, Leading Actress (Victoria Clark), Featured Actress (Bonnie Milligan), Featured Actor (Justin Cooley), Book of a Musical (Lindsay-Abaire), Score (Tesori and Lindsay-Abaire), Orchestrations (John Clancy), and Direction (Jessica Stone).

From the inspirations behind each song to the tunes that got cut on the journey towards opening night, Tesori and Lindsay-Abaire give an in-depth look at the creation of this Tony-nominated musical. (Spoiler alert, obviously.)

1. "Skater Planet"

David Lindsay-Abaire: Here’s what's most interesting to me—we had a completely different opening when we started, when we workshopped the first act at Sundance in 2017. It opened just like the play did. Kim was alone in the snow, on a bench, outside the skating rink waiting for her dad, and she sang about waiting and time. It was a beautiful song, but a bit dour and reflective, and not at all the tone of our show.

Jeanine Tesori: It was soggy.

DL: It was soggy. It was Sammi Cannold, who worked with us at Sundance at the time, who said, “I wonder if you might want a brighter, funnier opening that tells the audience what kind of show this is.” And what did we say?

JT: No

DL: No. We love our song. You're nuts.

JT: And she was completely right.

DL: Yeah, she was completely right. It's obvious now, but it took us a minute to let go of what we had and decide, “we need to welcome the audience into our world by going into the rink where the tone can be brighter. We'll introduce those misfit kids and tell the audience the show is fun and full of longing, humor, outcasts, conflict and, yes, a little sadness.”

JT: I also find that a strength of mine is not writing an opening early in development. It takes a little while for me to understand what the show needs. It's like, "Oh, this is where the body and the feet are. I guess it needs a head.” It just takes a little while to figure those out. It's always true for me. I was always being asked, “What about the opening?”

DL: And Jeanine would always say, “We don't know what the show is. How can we open it when we don't know what the show is?”

2. "Hello Darling"

JT: "Hello Darling" for me was so important. I wanted to understand the rate of speech for someone like Pattie, and you were so good about giving her language. You basically said, “Well, here's how she would talk.” And aren't her lyrics from the play?

DL: Exactly. Here's what's important to me about the song—it really tells the audience how the show, and the songs, might behave. And that not every song is going to be a straightforward AABA structure. Jeanine taught me that. When we first talked about Pattie [played by Alli Mauzey], I said, “I have this unhinged monologue from the play that totally defines her weird thinking and narcissism and how she's all over the place, but I have no idea how to translate that into a strict song form.” Jeanine said, “We don't. I can just set that monologue to music.” Obviously, we made some tweaks inside of it, but it's close to the spirit and shape of the monologue in the play. It totally tells the audience so much about that character.

JT: One of the things I really love about the play, Kimberly Akimbo, was you have a character, Pattie, talking to a character, her unborn baby, who needs information. So, it's a perfect exposition delivery of, “here’s what you need to know,” and then that is going to come back as a theme that keeps returning because people want to teach. They want to be good parents; they want to be good sons and daughters. It doesn't always turn out that way. They're going to teach them some things and they're going to archive it. Everything's archived now. But in the ‘90s, self-recording was a big deal. That wasn't what people did. I think it's so sly, the exposition of that.

3. "Make A Wish"

DL: Which brings us expertly into the next song because I think that's true here as well. I’m not giving myself credit; it's giving voice to the circumstances of the show. “Make a Wish” is obviously our version of an “I Want” song. I think this was one of the first songs that we wrote, right?

JT: We have our notes from 2014 where I was starting to structure it with David, and we mapped it out, but one of the important moments in writing this song was when David created the lyric, “as you probably know by now, my name is Kimberly Levaco.” That told us it was not her first letter. Something led to this moment and this idea. We start with her wanting something that's plot-like “I Want a Wish,” and end up with something that is, “I want my family to be normal. I want to have a normal life. I want everything to be normal.” 

And then at the end says, she decides on a simple wish, “a treehouse.” That killed me.

DL: Once we as writers asked, “What is it that she wants?” the song got more interesting. Because it starts simply, what might any average teenage girl want? To be a model, to wear fancy clothes, to take a trip on a yacht with a bunch of friends, etc. But then Jeanine and I were talking back and forth, and we dug in. Kim is smart and a little weird, so what she wants might get more fun and specific. She wants a monkey, a treehouse, a butler. She's never been anywhere, so there are also places that she wants to visit, but she’s going to die soon, so the list becomes a little more frantic and desperate and we realize she wants so many things and has so little time. She becomes so overwhelmed by her own longing. 

That brings us to what Jeanine had mentioned earlier—we get to what she really wants, which is a simple home-cooked meal with her family. She wants normal parents and a normal life, whatever that means, for just a day. But that simple thing, for some real reason, feels less attainable than bungee jumping in Sweden. It seems to hurt her to even wish for it. That's why she erases that wish and puts down a treehouse instead. Yet every lyric in the song tries to tell the audience so much about Kimberly and her longing and her sense of humor and what she wants, and hopefully gets them on her side. Of course, we have the luxury of the brilliant Victoria Clark doing it. Then the show is teed up.

4. "Anagram"

JT: OK, I'm going to tell this one. “Anagram” is David Lindsay-Abaire and this is why. When we were talking about this song, David was worried because these kinds of songs are really challenging. They can get away from you. They can be too clever, they can be too long. David was doing what we call “noodles,” which I love, which is throwing things out there—and it’s like spaghetti on the wall after you've done a beautiful lyric in full. 

I was trying to understand because I'm not a puzzle person. David deeply is. We were very intrigued by the maneuvering of letters to make something quite beautiful, especially for someone who has something wrong with her genetically. The letters didn't line up. It was a beautiful opportunity. So I asked David, “How do you do an anagram?” He looked at me with those eyes like, “I cannot believe you asked that.” Then I recorded him. He figured out an anagram for her name. 

I recorded him, loaded it into the computer, put it on a track, and we wrote the song around it. So, every time that song is performed, that is actually David. I just love that. That’s the biggest Easter Egg of all.

DL: All of that is true. The beginning of the song was me. We thought, “It should be built like an anagram.” I was trying to twist the song in a way that one would twist an anagram. Jeanine very generously said, “Maybe he’s doing an anagram and Kim has the lyrics.” Then she asked, “How would someone do anagrams?” I was resistant.

Jeanine said, “No, literally, do it for me right now. I’m going to hit record.” I very grumpily complied. Those are all Seth's lines in that song. They’re all me. There you go.

JT: They're all you. Even the shouting, which I loved. I still have it. I need to sell it on eBay.

5. "Better"

DL: “Better” was also one of the early ones because it was among the songs on the first demos we did.

JT: I will say, working with Bonnie Milligan on this in the basement at the Atlantic is one of my favorite memories because she got it right away. She is game to throw out ideas and so front-footed in her comedy. She activates scenes. She can be very sly and really get in there. She is responsible for so much of the mechanics of this song. This song is, to me, one of those times where “this is Deborah’s show,” and I love it. She hijacks the whole thing.

DL: We knew that we were introducing a force of nature into the story, into Kim's life and onto the stage. The song needed to reflect that character—her power, humor, and ability to persuade. Deborah has survived through a combination of seduction and brute force. The song needed to behave in the same way. Bonnie does all those things. Expertly.

6. "Father Time"

JT: “Father Time” is such a good example of the conflict between what you want from a song and what the song wants from you. They are not always the same thing. I had this feeling that the song should be a cappella for so long. And David kept saying, “maybe.” The famous maybe. It wasn't until we transferred to Broadway, we went in and did a page one look, and I thought, “this song has to hold together. This song needs some pie dough. It won't exist.” Like that can't be a cappella for so long. And it just slipped it into place.

DL: Yeah, I think we talked about it earlier, but it's a complete departure for the character from those loopy videotape monologues. This might be hard to believe, but Pattie in the play Kimberly Akimbo was even less likable than Pattie in the musical. But we wanted the audience to empathize with her and understand her. We originally had “Father Time” later in the show, and we just felt like we needed to get the audience to empathize with her a little bit earlier in the play so that we know where her terrible behavior is coming from. This song was a chance to see inside of her when she's alone. It's late at night. Nobody is listening. And this is a chance to get to know what her acting out is rooted in—deep terror in losing Kimberly and the fear of running out of time.

JT: David wrote a character who puts herself in more pain so that she doesn't feel pain. She gets these operations and casts and has her falls so she won't feel her heartbreak. She also sings this song right before her daughter's 16th birthday. Her daughter’s life expectancy, as we learn, has an average of 16 years. The placement of this song works so well—because we learn there’s so much more to her.

7. "Happy for Her"

DL: Up until this point, we’ve seen Buddy [played by Steven Boyer] behave terribly and break promises to his daughter. This is a moment in the car where he is trying to be a good dad, but struggling with the fear that his daughter may have a crush on a boy. In the play, it's a very specific scene because it’s three people trapped in a car and it's fast paced, comedic, and the tension is high. We wanted to have the same energy and spirit but put it in song. I think it was Jeanine’s idea to turn it into what is essentially a patter song, that the more he gets worked up, the faster the car goes. By the end of the song, it goes off the rails.

JT: We originally wrote a song for this scene called “Stupid Boy” or “Stupid Kid.” It was slower and that turned into the sketch for “Good Kid" [which comes later in the show].

8. "This Time"

DL: We had a totally different song at the Atlantic. It was a fine song, but that's a CBB.

JT: Tell them about that, CBB.

DL: I've done some movie work, and there’s a certain executive at a certain studio that would go through pages and write CBB. For the longest time, I did not know what that meant. Finally, one of the executives said, “CBB means could be better. But only for a little while. Eventually time will run out and then CBB becomes couldn't be bothered, so don't worry.” Anyway, the end of act one at the Atlantic was a CBB. 

It worked, but we had the wonderful fortune of moving our show to Broadway. We’ve learned so much putting the show in front of an audience. We wanted to activate Kim more throughout the play, but especially at the end of act one. We thought maybe we should put her in the driver's seat. Her parents make a promise to her: Buddy promises to stop drinking, and Pattie promises to try to be a better mom, and she agrees to go on the road trip. Kim makes an active choice to believe her parents. In so doing, that means she's going on that road trip, but she needs money. She is the one that goes to Deborah and says, “I’m going to do your plan. We need some money. But I have some conditions.” It just gives her agency. That's the dramaturgy of it. 

But then the song itself is just more of a BOP, frankly. We just wanted it to feel like the end of an act so people go out thinking “I can't wait to see what happens.”

JT: As soon as we closed at the Atlantic, we went through each scene and said, “Who's in the driver's seat? What do they want? What’s the problem? What’s the rhythm? What’s the tension and relief?” I think that's why musicals are fun and slippery, because there are a lot of things in the air. We wanted to end the act with possibility. She made an active decision that she's going to live, and it turns out, she gets her wish. Just not in the way she thought.

9. "How to Wash a Check"

JT: “How to Wash a Check” was originally called “The Plan.” The lyrics were not different, but the music was very different. I did not like it, so I reset it, which I don't usually do. We tweaked the lyrics, but the lyrics were not the problem. The problem was the music. 

The song has turned into Peggy Lee on crack. And that made me happy.

DL: The song is Deborah trying to talk the kids into her plan, the rules of her check-washing scam and what has to happen. The biggest change from the previous draft was making the kids bad at it, and kind of reluctant. We threw lots of obstacles at Deborah that made the song more necessary and fun. In changing the music, Jeanine made it funnier and more sly. I shouldn't talk about music, so forgive me, but it was kind of "Oom-Pah-Pah" before that.

JT: That is fair. It was, "Oom-Pah-Pah," bad.

DL: It amused the hell out of me. But now we have the new version, which feels so much more satisfying, more fun, and Bonnie performs the hell out of it.

JT: When you're 16, you can be a knucklehead. One of the reasons is your reptile brain isn't formed yet. It doesn't form fully for another 10 years, so you make bad decisions. They decide to go along with this scam because they have crushes. David said, and it was so true, “one crush goes and then it’s like, boom, boom, boom, boom, boom, boom.” The domino game of, “If he’ll do it, I'll do it.”

10. "Good Kid"

JT: So, “Good Kid” is completely David Lindsay-Abaire's idea, and it would not be in the show if he hadn't said, “I think we're missing a song.”

DL: There wasn't a moment for Seth to be by himself. We never had an on-stage moment where he decides to go through with Deborah's crazy plan for Kim. Kim is why he agrees to it. It's a nice, sweet moment to find out who he is and his worldview and why he chooses to go along with this ridiculous scheme. It's a nice showcase for the character, which I felt was missing from the show.

JT: Seth, at one point in the show’s development, had a solo in “Inevitable Turn.” I think that was my bad idea that we tried, and it didn't work. In removing him from that song, which everybody else is in, we realized he needed his own moment to weigh in. 

In the weighing of when a good person does a bad thing for a good reason, it spotlighted the horrible nature of check fraud. It’s a terrible thing to do. And that means you must have complicated feelings. You must weigh, “Should I be doing this? This is wrong.” It's not so easy to do the wrong thing.

11. "Hello Baby"

DL: “Hello, Baby” is Buddy's song on the videotape.

JT: I've experienced watching and reading about shows where there’s an unwritten rule, that you’re not supposed to sing each other's reprises. Buddy hears Pattie sing all the time, all she does is make this video diary, so the whole family picks it up. Kim will be the last one to pick it up when she's in the safari park later. “Hello, Baby” is a beautiful example of how you can break a rule and follow the rule at the same time.

DL: It's a moment when Buddy’s alone. The audience sees what’s going on inside of him. It shows that the character has some dimension and longing and regrets, and he wants to communicate his regrets to his unborn child.

JT: I always wonder about people who peak in high school. I did not peak in high school. I looked at people in the lunchroom who had it all. I thought, “Wow, they're living life.” Is that still true? Probably not.

12. "Our Disease"

DL: “Our Disease” was the most mammoth song, right?

JT: This song absolutely gutted me. Partly because it had to be an up number because they were making a presentation, and in high school it's all a show within a show. They were working so hard to research that they don't understand what it is they're doing. They were so invested in the research that they're not even connected with what it really means. 

So, when Kim, who has been asked by Seth to present her disease because it will be a shortcut and they won't have to work so hard (which is also, to me, a very 16-year-old thing to do), realizes it was a bad decision, it connects all these things. They’re looking at her for the first time with an understanding of what's happening. Seth is looking at her with the understanding of what he's asked her to really do. So, it's these things that have converged, and it’s all in an up-tempo song until the very end. It kills me in that final moment, the way Vicki brings it home at the end of this number.

DL: It’s interesting, dramatically, that Kim is reaching this crisis point just when it seems like she's making friends—people are hanging out with her, they’re playing cards in the library. She has connections that she didn't have at the beginning of the show, and yet she's just heard the kids talk about their bright futures in the library. And she realizes, “I have so much in common with these kids. Yes, that's true, but there's something very different. I’m going to be dead soon and they will not be. They will go on and lead these wonderful lives they're all dreaming about.” 

So, when the song starts, that’s what she's walking into the song with. They're singing about Scurvy and Fasciolosis, so when she finally starts singing about her own disease, she realizes she is telling them things that she has never said—the hard facts about her disease. Seth is laying them all out there, and maybe the audience is hearing some of these facts for the first time, and she realizes, “This was a terrible idea. They’re not looking at me as a friend. They have pity for me.” Kim, maybe for the first time, feels real, genuine anger in the midst of everything. We had to build to this dramatic point where she calls them out and calls herself out, and says, “Good for you. Getting older is my affliction. Getting older is your cure. All you have to do is get old and your lives will be better. The older I get, the worse it is for me, the closer I get to death.”

JT: Yeah. Big ending, Liza ending. The plot clock has started at the end of Act One when she says to Deborah, “I’m going to do it, but these are my conditions.” Then it starts ticking. But the story clock, to me, starts the moment she hears those kids sing about her future. They're playing Uno and she realizes, “I don't have much time,” because she has been in the bubble created by her parents, who don't deal with anything. That's when you really start to see that the gas is turned up in her story.

13. "The Inevitable Turn"

DL: Kim says in the very beginning that what she wants most is a home-cooked meal, a table set for her family, a wispy paper napkin on her knee. These things are coming true in this song. She’s getting her wish and it’s lovely. But then it takes “The Inevitable Turn.”

JT: Be careful what you wish for. David and I talked a lot about our holiday dinners. In a lot of families, ours included, holidays are terrible because of the pressure to have a good time. So many families just can't do it. Someone inevitably breaks and turkeys go flying. 

This used to be a song for Pattie. And at one point, I don't know if it was Jess [Stone] or David who said, “It can't just be Pattie.” That was very important.

DL: I remember this being the section of the play that I was most terrified of musicalizing because there's so much plot and exposition. It’s such a monster of a scene. Jeanine, as she often did, held my hand, and said, “Nope, this is one of the best things about the scene. We’re going to build the song around it. Don't be afraid of it.” The scene is still there, but it’s held together musically so beautifully in a way that I'll give all credit to Jeanine. I like this song a lot.

14. "Now"

JT: Here’s the chocolate chewy center of this whole story. There's a great book called Wherever You Go, There You Are. It basically says, “You have one moment, and it's the moment that you're in.” That is such a deep lesson for this character, who is an impatient teenager, and at the same time looks like she's been on the earth 72 years. They teach each other. They see the essence in each other and one of their realities, which is, “We don't have a lot of time. We have to go.” That's what Kim says. “We have to do this now. I can't wait anymore.”

DL: The song is coming out of the fact that Kim has just faced death. She’s found out these horrible truths about her family. And despite her hopes, I think she starts to realize, this goes much deeper than she thought. I don't know if these people are capable of change. I have just faced death. Seth comes in and says, “We’re going to go do the check-washing heist without you.” She feels like the world is leaving her behind.

JT: We know that Seth lost his mother and has experienced a loss. What he regrets is not being in the moment with his mother. So that idea is put forth: Let’s live in the now. But Kim takes it a step further, which is, “Yes, live in the now, but I don't want my now to be you and me talking at a hospital. I still want to see the world. I still have all these things that I wanted to accomplish, including possibly this road trip with my family.” She hasn't given up on her family entirely. And so, this song is kind of a love song between them, but it's about seizing the day and taking action.

15. "Before I Go"

DL: “Before I Go” is the climax of the show. The bank heist is over, Kim goes home, and she’s hopeful they can still be a family, despite everything she’s learned, but she realizes they've given up on her—and in some ways, on themselves. She needs to say certain things before she leaves them.

JT: The beautiful thing about the play and the beautiful thing about this moment is, it's inevitable. It’s an inevitable moment that a 16-year-old person leaves you. In this case, she's really leaving them. There are two things happening at once: To move forward in your family, you have to betray them to not make the same mistakes they have always made. Simultaneously, you must let people go and live their lives, even if it's for three months. That, to me, is the gift the parents give to her. It redeems them for their shitty choices and all the horrible things. It's what saves them.

DL: It’s sort of two things at once, which I hope a lot of the show is, weirdly. It feels like a deathbed scene, right? “I'm saying goodbye and let me say all the things before I go, before I die.” And yet, her going is, “I’m going off to live. I’m escaping, and I'm going to fly away from here and live the life that I've always wanted to live. And I've realized I can't do it with you. There's somebody that sees me in a way that you never could. Maybe in this moment, you can see me, hold onto my hand and give up on that person that you wanted me to be that you could never let go of. Can you do that, for just a moment, before I go?” 

And they do. Buddy sings to her, “See the world,” which is a reprise from his song. And Pattie sings a reprise from “Father Time”: “Wants to play.” They’re giving her permission to go out and live her life. It feels like a loss, but it also feels like a gift. I like both of those things in one song.

One final thing on “Before I Go”: It did change a bit from the Atlantic. There’s an argument before the song in the current Broadway version. A lot of that argument was vocalized and put into lyrics. It was part of the song, and it was very busy. So that by the time we got to Kim, it was a little unnerving and unsettling in a way that wasn't useful for us. I think we wanted to clear the brush and let this be Kim's song.

16. "Great Adventure"

DL: Here's the thing about the end of the show. We agreed that we wanted this to be a story about a girl who wasn't dying. It’s a story about a girl who was desperately trying to live, and we wanted to end in that same spirit. We wanted a happy ending as much as we could. Inherently, it's sort of sad and wistful, but it had this buoyancy that was important to us, that Kim leaves in triumph and joy and impossibility. We knew that, and we knew they were going on a great adventure. We suspected Great Adventure was going to be a hook, but we didn't know beyond that what the song might be. I think Jeanine did musically, and she wanted some ukes. But lyrically, I wasn't sure how to get there.

A very dear friend of mine and my wife’s was dying of cancer, and it was time to say goodbye to her. It was a couple of days before her death. We didn't know that at the time. We suspected it, but we went in, and said our goodbyes. This was a woman who was incredibly important to us, she and her husband. We would go on trips together with my family and with this couple who put up with our kids. We went to Spain with them, and Greece and Italy, and had amazing times together. As I was saying goodbye, all these wonderful memories came back—all these great adventures. I left the hospital and immediately thought, “I think I know what the end of the play is.” 

All of the lyrics were just things I was thinking about in terms of my friend and her husband, and me and my wife, and the adventures we all had. I couldn't help but reflect on lots of losses that I've had, but also lots of adventures. And it became one of the easiest lyrics. I sent it to Jeanine and there weren’t a lot of changes after that. It was one of the few songs where Jeanine didn’t say, “How about this and how about that?” I sent Jeanine the lyrics and she said, “I think we got it.”

JT: I'll never forget David sending that because it came out of a moment that was unvarnished. It was your feeling. I thought, “There's nothing else to say about that.” If you're lucky in this life, you can have great adventures. The rides are different—some of them go way up and some go way down. But if you're lucky and you choose to do it, you can choose the way that you look at things. That’s what you can call your life. That's why I loved it. I loved it from the minute that David sent it. I also love that it's based on his relationship to a dear friend. 

My family was so messy and so many things happened. But when we got in our car and my father would roll up the windows and start smoking four packs of cigarettes, we started every road trip by singing, “We’re on our way, pack up your pack, and if we go, we won't come back. How can we go? We haven't got a dime, but we're going and we're going to have a good time.” My family was such a broken vase of a thing and we would sing this song every single time. I still sing it, and it makes me laugh because nothing could be further from the truth. And so, to have everybody join in this buoyant song in that moment that is completely true, that they're all on board…

DL: Wow, I've never heard you tell that story. Even hearing you sing it now, it feels like the end of our show. I'm not quite sure if that is the saddest happy song I've ever heard or the happiest sad song I've ever heard. But that's the show, right?