How does one go about making a record for a show about making a record? For Stereophonic's composer Will Butler and music director Justin Craig, the answer is very, very carefully.

"This record, just like the play, is about the actual recording process and what it takes to find that groove within making a record," shares Butler. "It was very meta."

The play with music is written by David Adjmi and follows a 1970s rock band as they record their sophomore album over the course of a year and battle personal drama along the way. But that doesn't mean the Stereophonic cast recording is supposed to be that album.

Stereophonic is now the most Tony-nominated play in history with 13 nominations—including Best Score for Butler and Best Orchestrations for Butler and Craig. In the show, audiences only hear snippets and pieces of songs. Even the song "Masquerade," which is the most fully fleshed out on stage, is not complete (the album version has an additional verse and bridge). 

When faced with the challenge of turning the floating puzzle pieces into a complete album, Butler and Craig were careful to ensure they were making a cast recording for Stereophonic, and not the Mudfuck album the band is actually making within the context of the play. That means that in addition to songs, the cast album also contains the actors ad-libbing as themselves, providing a glimpse at the real artists behind Stereophonic.

For the impulse behind each song on the Stereophonic cast album, and a look at how they achieved that nostalgic '70s sound, Butler and Craig dissect the score below. (Spoiler alert, obviously.)

"Seven Roads"

Will Butler: This song is a Peter song. Peter's a character in the play, he's the lead guitarist, he's the producer of that record, and people don't like him. But he's very talented. This is the very first song you hear in the play, when they press play on a cassette demo. It's in the context of a love song, but it isn't romance...It's like a medieval journey song, of trying to find something in the world and not finding it. We went through like 110 different versions of this. And with the cast, we did two versions of it. We did a slightly more country swing version, and then it shifted into more of a beefy rock song. In the studio, it became this big, beefy slab of '70s rock 'n' roll.

Justin Craig: At some point, Will tuned the high E string down a step, and it completely opened up the song. "Seven Roads" really lets us explore Peter on the record, and why it takes him a thousand versions to get to what he is hearing in his head.

Butler: Towards the end of the recording process, we were having people over to focus group the record. And there was a different intro into the song. My friend Adrian was like, "I feel like the start of the record should be at least as good as Dark Side of the Moon by Pink Floyd. So the first 10 seconds of the record, we dial in on Juliana [Canfield]'s laugh at the very top of the track, and you hear Chris Stack testing the snare drum. She's losing her mind, because it's really him testing the snare drum in the studio, and she's realizing that making the record is doing the play is making the record is doing the play, and her mind starts dissolving. I just had an iPhone going the whole time in the control room, and it actually fades in and out to the iPhone recording of the room when they were tracking the song. You hear Sarah [Pidgeon] and Tom [Pecinka, who plays Peter] at the end, and it is just so charming.

"Bright v1."

Butler: In the play, you hear Sarah Pidgeon as the character Diana play the first chorus of "Bright" on the piano for her boyfriend, Peter. And it's just very simple and spare, and it's a minute long. Sarah had done that in auditions, and it was so transcendent. This was a little bit of us trying to recapture that moment. This was take two in the studio, it is very loose and light, and just her kind of putting the song together again.

"Masquerade"

Butler: We did the recording session right at the end of the Off-Broadway run at Playwrights Horizons. In writing this song, which is the only full glimpse you get in the show, we wanted it to be a riff, and wanted it to be a Peter song. Something like "Sweet Child O Mine" or something by Tom Petty. It has a little bit of funkiness, a little bit of country...In the '70s, Stevie Wonder was doing almost folk-country songs, Elton John was doing reggae, there was this mash of stuff happening. This is their mash-up of inspiration. 

Peter wants it to be a riff, and you layer in their individual, esoteric voices, and they sound remarkably like the '70s, because it's not processed. It's a bunch of weirdos in a room. I mean really, that's what every record in the 1970s is: "Wow, what a bunch of freaks." There's nothing polished about it. It's just talent. And just capturing that, not over mixing and letting the raw stay up top...It sounded like 1976. There was a real deep alchemy going on.

Craig: We demoed the songs a lot. The outro of "Masquerade" can feel like a Cars song, it can feel like an Iggy Pop song, it can feel like Devo—depending on how you perform it. We had a lot of conversations about how vintage we needed to make it sound, versus how modern. We decided sort of early on in the recording process to not try to make a classic album from 1976. Of course, we are inspired by that universe, but it should exist now with these cast members. And I think that "Masquerade" is a good example of a '70s inspired sound, living in 2024.

"Bright (Fast)"

Butler: The second version of "Bright" we hear is that kind of country rocker up-tempo acoustic-driven one that you hear in the play. Or well, you hear the last half of it. And it sounds good in the play. It's supposed to sound great. And then Peter wants to try it a different way.

Craig: Man, it's such a single. This is the one for me. This version of the song touches on a lot of my favorite influences.

Butler: The second verse of this version on the record is the last bit of lyrics I wrote. I wanted there to be a verse on the record that you haven't heard anywhere else. We know that this song has a million verses, they fight about it throughout the play, with Peter telling Diana to cut the verses out. So I wanted there to be as many verses as there could be lyrically. We considered naming it "Bright, Radio Edit," because it's still this edited-down version with just two verses. In my head, the real song has got, like, five verses, and it's eight minutes long.

"Drive"

Butler: In the play, "Drive" ends when they are going into the bridge. You don't hear where they're going, and I kind of knew I wanted it to be this reggae bridge, because everyone's just listening to so much reggae in the '70s, and it's such a deep part of the culture. And it's really electrifying. But I knew it was going to be really rough and raw and beautiful in the theatre, so this record version is '70s polished—so still very real and not cut to a grid and not auto-tuned, but with this impeccable sheen. You heard it rough, and it was really compelling—and here it is, just before disco, polished like a diamond.

Craig: The mid-to-late '70s is the ultimate period for high fidelity. Analog technology had reached a sort of peak. I just love the way that they sound, and "Drive" allowed us to kind of push that hi-fi sound.

"Champagne"

Butler: There's a scene where Peter and Diana have this epic, fighting conversation. And at the end of it, Peter picks up an acoustic guitar, and just strums some chords. And we took him playing that guitar, and turned into this transition piece. I think it's really cool to take what Tom Pecinka is playing, and then have him come up with a song and then have Diana write a lyric on top of that, not knowing it came out of that fight at all. For the record, I wanted to have something that felt in progress, because you hear all this stuff in progress. And I wanted to have something that captures the energy of this show, which is something coming together. And that moment is "Champagne." 

Craig: This was one of my favorite moments in the studio, working on this. It felt very spontaneous, to make a song out of that piece that Tom had sort of just strummed to fill space. He brought it in and sat with Sarah in the studio, we turned the mics on, and he was teaching the song to her. And we recorded that. That's what's on the record. It's this very in-process moment with the two of them working it out. It just really brought a cool spirit. 

"East of Eden"

Craig: This was yet another favorite moment. We did some full band takes of it, and it was last hour of the last day of our recording time. And we were decided to try just Sarah in the booth, with Will on the grand piano, and I was just doing some dreamy guitar. I think we did four takes of it. This was, to me, the "Bright (Take 22)" moment from the play, where you have a crazy sort of breakthrough in the process of recording something. I will always remember how crazy it felt when we played a tape of it. Sarah cracked it open in a way that I had never even heard or felt. It was just one of those magical moments in the studio.

Butler: When you make a cast recording, it's not like making a rock 'n' roll record. Everything's contracted and everything's union. You have very specific hours with the musicians, and you have a budget that's very specific. There is no going over. It was the last hour of the last day, and  we knew we only had time to do one more thing, and we had like five things that we still needed to do for the record. But we sent everyone home but Sarah, and I'm very glad that that's what we chose to do. The things Sarah did are just insane on that song. It's like we captured her rebirth on tape.

"Domino"

Butler: That transition from "East of Eden" into "Domino" is a mash I'm really proud of. Our mixer, the day he finished mixing, flew to Milan for another job, and he played the record for a bunch of Italian producers, and during that transition, they literally said, "Bellissimo." When he texted me that, I was like, "Okay, good, the record is good. The Italians like it."

"Domino" actually has some double drums. The drums off the top are Justin playing drums. In a meta way, I wanted there to be some song where the producer played the drums, mirroring the show. And we accomplished that, even though Chris Stack is such an amazing drummer who didn't really need us. In the show, people are playing other people's instruments, trying things out, and we wanted a take where I was playing guitar and Justin was playing drums, so it felt real loose. Like, this is a demo of "Domino," but it's also the finished song. And I actually then reverse engineered a demo after we made it, to tack onto the fractal. What you're hearing is a fake demo of a thing that actually feels like a demo to me. 

Craig: At some point, I think that a box set will come out, and it'll be all of these demos with Will and me playing these songs in his basement. We did some version of "Domino," and I remember sitting at your kitchen table years ago, and that version just made David go crazy. He was obsessed with this early thing of "Domino" that was real scrappy. This is a little bit more polished, but it really was inspired by that early demo. I think that people would want to hear some of those early versions at some point.

"It's Made of Teak"

Butler: This is literally what happened at the end of recording "Domino." It's like a party track. A party track is like, in the song "Yellow Submarine" when you hear people marching around and clapping and stomping their feet. Everyone's in the room around microphones, and you do hand claps and you're doing shakers and you're adding in all this atmosphere. None of the actors knew what I was talking about when I told them to do a party track, so I made them stand between the two microphones, and just have a party to the song "Domino." They kind of slipped into this weird in-between world of themselves and their characters. Juliana Canfield is doing her Holly accent, but then she's talking about what's happening right. Eli [Gelb] and Andrew Butler are there, and they're joking about the record. It's very meta, but it's not. It's not a put on. It's not like we are making something meta as in, like, we're the band hanging out in the studio. We're joking about the play. 

And then Andrew Butler has the tagline, because I really wanted Andrew on this record. It's so funny that he doesn't play a note in this play, because he's a really talented writer and musician.

"In Your Arms"

Butler: Juliana really wanted this on the record. This is a Holly song that was a song written ages ago that didn't make the play. It's about Holly's relationship with Reg, and it's this lovely little lament/love song. I sent her just the darkest Neil Young songs, where he's just blazingly drunk, and he's falling apart. But they're classic records, while still being really grim. The reference point was to make it sound like the most broken human you've ever heard.

Craig: It's crazy, I think "In Your Arms" was maybe the first song I heard on this project from Will, years ago. It is a beautiful song, but then at some point, it got cut. And it was very much like that scene in the play where they cut everything from the record, and I was heartbroken by it. So at some point in the Playwrights run, we brought it back to life as transition music for the fourth act, which is no longer in the Broadway version, so it got cut again. Brutal. But the fact that we we got a really great version of it on the album with Juliana just makes me really happy. 

It's one of my favorite songs on the record.

"BVs"

Craig: We thought many times about putting a collage of the different parts of the final song together on the record, but in the end, we decided to leave that for the theatre. You have to you have to see the show to hear that song. And I think it's really cool to leave it that way.

Butler: The last cue of the play is really beautiful, but it didn't feel right on the record. So here, you're just getting the background vocals. And they sing those vocals so beautifully; it feels like a document of this cast. 

"Exorcist II"

Craig: "Exorcist II" was almost gonna start the album, but we changed our mind. It was another thing that came out of the party scene, filming of them in character talking about things. "Exorcist II" is actually a scene that David wrote for the play that got cut at Playwrights.

Butler: It was a conversation that the producers had while Peter was thinking about "Bright (Take 22)." Right after they play "Bright (Fast)." He's sitting there thinking for, like, five minutes, and the engineers are talking about "Exorcist II." But it didn't need to be there, so it got cut. But for Eli and Andrew, it is their favorite dialogue. And they wanted it on the record, so I had them talking into my iPhone, and they just did the scene. You can hear our stage manager in the background, because it's during rehearsal. And they're just running these lines that they really love. Again, we really wanted to have Eli and Andrew on this record, their voices are so key to the play, and that vibe of Charlie and Grover felt very important. 

"Campfire Masquerade"

Butler: This is a play that's all about process, and this is part of ours. We spent a lot of time with Justin playing acoustic guitar, and the cast singing. And we knew we wanted to record it. That's what "Campfire Masquerade" is. It is all of us sitting down together, catching a vibe.

Craig: I just got a text from Aaron, our stage manager, that says, "Do you want to try to find time for a campfire session this week?" The campfire thing is so special to me and the cast. We are in the room, singing together, and you hear the blend of the voices. It's the very first thing that we did in day one of rehearsal, and spiritually, it brings us all together.

"Bright (Take 22)"

Butler: One of the highlights of the play is when Peter says, "Let's slow it down, Holly, you don't play piano. Diana, you play, even though you're bad at piano." It's just the band, and when they play this version in the theatre, it's one of the most the transcendent moments of the play. You hear it cohere. You hear it come together in the room. And we really wanted to capture that, and we really wanted to not cheat it, because there's a lot of production on this record. Justin and I are in the band, playing Peter, and making the record by chopping stuff up and putting stuff backwards, overdubbing and just really working it. We wanted just the cast performing this song, and I thank our lucky stars that we captured it. It's pretty raw, but it really works.

Craig: Me and Will have made a lot of records in our lives, and spent a lot of time in studios in that moment of "Bright (Take 22)." This is a real moment, when you're working on something, and you find the breakthrough. It's the reason why you do it at all, is to have those breakthrough moments. So building that, for the show and again for the record, was really tricky, but I think we got it right.

Butler: When we were making the cast recording, people kept asking if we were gonna put in dialogue from the play. This is the only actual dialogue from the play, at the top of that track. Eli says, "Right, take 22," and the end of that track Tom as Peter says, "What do you think?"

Butler: We talked a long time about structuring the record with songs and then outtakes, or songs and then bonus tracks. "Bright (Take 22)" both functions as such a beautiful album closer, but also as this bonus track.

Craig: It almost functions as a reprise. It takes you back to a certain point in the play, and when you listen to this record, hopefully it transports you back to the Golden Theatre. It's a perfect album closer, really.