Track-by-Track Breakdown: Sally Wilfert on Collaborating With Her Late Friend Rebecca Luker | Playbill

Cast Recordings & Albums Track-by-Track Breakdown: Sally Wilfert on Collaborating With Her Late Friend Rebecca Luker The album of their 2019 concert All the Girls gets a physical release March 5 from PS Classics.
Rebecca Luker and Sally Wilfert Marc J. Franklin

Adapted from Broadway performers Rebecca Luker and Sally Wilfert's cabaret show of the same name, All the Girls is an ode to female friendship. It features songs by Stephen Sondheim, Lin-Manuel Miranda, Kander and Ebb, and more. Digitally released by PS Classics last December, a physical release drops March 5.

The concert and its album would turn out to be one of Luker's final projects; the Mary Poppins, Music Man, and Sound of Music star passed away from ALS last December.

Wilfert walks us through their deep collaboration and friendship in this special track-by-track commentary:

A brief history of All the Girls:
All the Girls was initially developed as a cabaret show for Feinstein's/54 Below’s Duo Series back in September 2018. We were asked to expand the show into a 90-minute concert version for Merkin Hall. Our team got to work—Rebecca and myself, our musical director Joseph Thalken, and our director Annette Jolles—and we performed the expanded show on September 23, 2019. We made what we thought would be an archival recording of both the rehearsal and the live performance that night. Shortly thereafter Tommy Krasker, the executive producer of PS Classics, approached Rebecca and I about recording All the Girls as a studio album. We were thrilled by the prospect and were headed into the studio in April of 2020 when the COVID-19 Pandemic hit NYC. By the time it was safe to head back into the studio four months later in August, tragically, Rebecca’s ALS had progressed too far for her to record. But Tommy wouldn’t let that deter him—and neither would we. Being the genius that he is, he teamed up with his brilliant producer-engineer Bart Migal and our wildly talented musical director-orchestrator Joseph Thalken to analyze what they had to work with and see if the album could still be done. The three of them were able to take those archival recordings, strip the sound of the audience out and turn it into a lush studio recording. Tommy knew he wanted a fuller sound so Joe wrote new arrangements for many of the tracks, adding additional musicians and instrumentation, casually making the nearly impossible look effortless, the way Joe does. It was exactly what Tommy was after. Since we could not work in a recording studio during the shutdown, these generous musicians recorded their parts at home and sent them digitally to Bart. Through Bart’s engineering wizardry, he incorporated Joe’s new arrangements and the lush woodwinds, strings, and percussion of the studio musicians into our live vocals and music from Merkin Hall. During her final days, Becca, Joe, and I would sit together listening to the mixes, kibitzing, tweaking and polishing our one-take Merkin Hall show into the glorious creation which Tommy, Bart, and Joe have created. We were able to complete the album just before Becca’s passing. She was so very proud of this album. We all are. It has been a labor of love and the product of love. Also, the swan song to one of our greatest performers and a true best friend. Enjoy.

1. "You Are My Best Friend"
When it came time to choosing songs for our All the Girls show, this was one of the first to come to mind. Becca and I were both part of a Symphony Space New Voices Collective Concert in 2012, co-curated and directed by Joel Fram and Annette Jolles. They asked us to sing this delightful duet with music by Will Aronson and words by Keong-Ae Kang from their show My Scary Girl. We immediately fell in love with the way our voices intertwined and absolutely adored the lyric. There is something very special and rare about finding a girlfriend who truly accepts you for all of your quirks and is the keeper of your deepest secrets. Also we found the lyric “we’ve been side by side like dried squids” to be not only hilarious, but felt it was an inside joke that only we knew the true meaning—I’ll never tell. For the album, Joe Thalken added woodwinds and percussion that helped breathe even more fun and oxygen into this already charming song.

2. "Lovely Lies"
This song was written for Rebecca in 2005—with music by Jeff Blumenkratz and lyrics by Beth Blatt—and she recorded it for her album Greenwich Time. It is a very personal and autobiographical song for Rebecca, filled with references to her southern roots. In early 2018 when we were putting ATG together, it was shortly after the Women’s March on Washington and the height of the #MeToo movement. We knew in an instant that we wanted to include this song because it speaks very clearly about a woman’s right to choose, and also the right to make that choice free of shame. It had been well over a decade since it had been written and we found that the song had even more relevance today than ever before. After living with the song for 15 years, Becca brought even more depth and pathos to the it than when she initially recorded it. Joe added a larger orchestration than the original which further enhanced the poignancy of the song as we hear it today.

3. "What Did You Do to Your Face"
I happened upon this song in one of my deep dives for song ideas on the internet. I had never heard of Susan Werner until that moment and I instantly became a fan of this song and her writing! I remember playing it for Becca and she laid her head back and laughed out loud as much as I did. It felt so real, so universal. As a woman currently in our industry, it is an ongoing discussion and dilemma: to have work done vs. aging gracefully. In a world of selfies, YouTube videos, and HD Television… we would contemplate the idea of having a little nip or tuck, and our feelings would change on any given day. But the one thing that remained consistent: It is each woman’s individual decision, hence it was a no-brainer that this song should be in the show. Plus, it was funny, and you can never have too much funny. While working out the arrangement with Joe, it felt like a standard swing song. This is the only swing number on the album and the only song with saxophones. He added a fun key change, drums and a unique reverse build at the end of the song. When all the instruments come together there is an element of surprise that showcases the comedy in those final lyrics.

4. "Everybody Says Don't"
Becca and I wanted a song for the show that expressed how often women are told what NOT to do. Be strong, but don’t be too strong. You can think about it, but don’t you dare break through that glass ceiling. This Sondheim song was spot on and captured that sentiment perfectly. We wanted to create a vocal arrangement that would be tailor-made for our two voices. Enter our dear friend David Loud. We went over to his house one afternoon, thinking that this would take hours of brainstorming and we would leave him alone with ideas, and weeks later he would present us with the arrangement. Well David Loud is in a word: genius. He sat at the piano and started playing the song. Becca and I began singing, all of us improvising together. David would say, “Becca on top, Sally a third below,” “okay, now unison,” “Sally take melody, Becca take the low harmony"—you get the picture. Within 60 minutes the arrangement was complete. We walked out of his apartment and exclaimed about a gazillion times, ”What just happened? I can’t believe he just did that!” It was an incredible moment. We absolutely loved singing it together and also the fact that you cannot tell who is singing what part from one phrase to the next.

5. "There Are Delicacies"
Not only is Joseph Thalken an incredible musical director, orchestrator, collaborator, and friend, but he is also an extremely gifted composer in his own right. Becca and I wanted to include some of Joe’s songs in our show, but what an embarrassment of riches! It was difficult to choose. Our consensus was to perform a suite of his art songs. This is the first of five. This song is set to a poem by Earle Bernie, describing a woman trying to gain a deeper understanding of someone in the face of the endless subtleties and intricacies, which are at the core of us all. Joe’s inspiration for this was the inner workings of a watch. Which is why the accompaniment is almost pointillistic.

6." I Have Loved Hours at Sea"
This is the second art song of Joe’s in the suite. I first heard it at a Symphony Space New Voices concert years earlier and knew one day I must sing it. Becca and I loved this poem by Sara Teasdale because it speaks about reaching the end of one’s life, reflecting back on all the simple, yet important things, and knowing you are ready to go. Heartbreaking. Joe sets the words perfectly with his stunning music. For the album he added flute and percussion to fill out the arrangement.

Rebecca Luker and Sally Wilfert Marc J. Franklin

7. "Marilyn Miller"
Art song number three in Joe’s suite is a song setting of a poem by Dorothy Parker. Becca and I love everything about her and her humor, not to mention the fact that she was one of very few women writing in a male dominated industry. The show Sally was a huge hit back in 1920s and it ran for an astonishing 570 performances, one of the longest running shows at the time. Parker was poking fun at the fact that the show ran so long. We chose it because it was witty, vibrant, and written by a woman. Becca had performed it previously as a solo, so Joe arranged it as a duet for the two of us. His uptempo music was a blast to sing. Fun fact: the song “Look for the Silver Lining” is from the show Sally. If you listen closely, perhaps you can hear where Joe gives a clever nod to the tune in his accompaniment.

8. "Shows We Could Have Starred in Together"
Through the years of our friendship, Becca and I would often say to each other “I wish we could have done more shows together, played opposite each other. Think of all the shows we could have done!” We wanted this moment in the show to be about duets for women, women starring opposite each other. So, we started making a list of shows where we could have done just that. Some were obvious female duets and others really took some digging. I remember one day we were sitting out on the dock at her lake house in the Poconos, toes in the water, singing through songs from the shows we had on the list thus far. I turned to her and said, “Girl we can sing anything! Wouldn’t it be funny to just throw in an operatic duet—like 'Lakme'—and just freak everybody out?” So yeah…we did that. I think at one point this medley was about 21 minutes long. Joe, Becca, and I would sit for hours and whittle down the list of songs. As soon as we narrowed it down to our “must-haves,” we started linking them together to actually tell a story. The result is this medley of our favorite tunes that spill into the final song: “For Good.” We could never get through this song without crying. The lyric speaks directly to how we felt about each other: “Because I knew you. I have been changed for good.” For the album Joe added woodwinds and percussion throughout.

9. "A Quoi Bon Dire"
Song number four in Joe’s suite. We were drawn to the exquisite words of Charlotte Mew because they possess the mature voice of a woman. She is someone looking back, older and wiser, visiting the grave of her lover who died long ago. Yet she remembers vividly what it was like to be young and in love. Joe wrote it for voice and cello, and the cello represents her lover. He wanted it to be an intimate conversation between the cello and the singer.

10. "War Song"
The fifth and final song in Joe’s suite. Another poem by Dorothy Parker. We loved the frank honesty of this woman who is separated from her lover and gives blessing to her lover to be intimate with someone else. She loves him so much that even with the twist at the end there is still passion and love in her heart for him. Joe’s music perfectly captures the tone of the lyric. He added a clarinet to the arrangement for the album.

11. "Isn't This Better?"
One afternoon we were brainstorming at Joe’s apartment, searching for a final duet for the show. Becca and I really wanted a song that speaks to unhealthy relationships—falling in love with the wrong kind of person. And when you do end that relationship, it is a dear friend you need the most. We landed on this amazing song by Kander and Ebb. This was the last song chosen for the show. Joe’s addition of oboe, violin, viola, and percussion wrings out every emotional drop.

12. "Millwork / I Could Have Been a Sailor"
We were choosing a solo for me in the show and loved both of these songs separately for obvious reasons. But there was something that made us think they might work well together. In both of the songs these women reference or dream about the sea and sailors, which we felt was somehow a connection, and both of these women struggle with the choices they’ve made in their lives versus the road left untraveled. We also loved the earthy, every-day tone of these women and felt this was an important voice for our show. Joe and I were determined to put these two songs together. It was quite the journey. Between Joe, myself, and our director Annette, we wrote draft after draft, trying to come to a place where the storytelling made sense and the two songs felt seamless, as if they were one. It literally took weeks of wrestling, but finally after many passes, we got it right. The process felt like a breech birth, but we are beyond thrilled with how it turned out. Joe added drums for the recording to give the entire song further drive.

13. "Not Funny"
There was never a doubt that this song would be in the show. It gave Becca the opportunity to show off a side of her that was rarely seen in her public life. On stage she was typically cast as the kind, deeply caring, wholesome girl next door, but those of us who knew her well knew her to have a wicked sense of humor and to love to tell a dirty joke or two. This hilarious song was written for her back in 2016 and it tells the story of how sopranos are often pigeonholed into the roles they play, never having a chance to sing in the comedic genre. Becca loved singing this song and knocked it out of the park every time. For the album Joe pulled out all the stops and added clarinet, flute, violin, viola, and percussion to create the definitive version.

14. "Be Careful / Dear Theodosia"
“Be Careful” was the first song we chose for our show. Becca played it for me as we were driving out to her house in the Poconos and we fell in love with it immediately. The opening lyric “All the girls” became the inspiration for and the title of our show. The song carries a powerful message, but we felt we could extend it further by pairing it with the sentiment of hope in "Dear Theodosia." We brought the idea to Joe and he loved it as well. From beginning to end this arrangement was a true collaboration for the three of us. Becca and I spent countless hours writing the vocal arrangement for "Be Careful," weaving our voices over and under each other, coming back together in perfect unison—at times we couldn’t tell who was who. We took that to Joe and he ran with it, and began working on arranging "Dear Theodosia." Then we would come together to work on the arrangement for countless hours in my or Joe’s apartment, but never once did it feel like a struggle or a chore. On the contrary, every moment was sheer bliss, filled with admiration and love. We were working together on some sort of magical, creative, and parallel plain. Lucky. Grateful. It felt like a true gift from start to finish. A special time, shared between the dearest of friends. One we will cherish forever.

You can order All the Girls at

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