The Story Behind the Music of The Muppet Christmas Carol

“You know you’re an alcoholic when you misplace a decade,” says songwriter Paul Williams. “And, essentially, the ’80s were gone for me.”

Williams had been a king the decade prior, churning out new classics like “Rainy Days and Mondays” and “We’ve Only Just Begun” for the Carpenters, “An Old Fashioned Love Song” for Three Dog Night, Barbra Streisand’s “Evergreen” from A Star Is Born — and, perhaps most indelibly, Kermit the Frog’s “Rainbow Connection.”

Besides being an Oscar- and Grammy-winning singer-songwriter, Williams was a presence in cult cinema — playing the charming bad guy in Brian De Palma’s Phantom of the Paradise in 1974 — and on late-night TV. He hosted The Muppet Show in 1976, and felt an instant kinship with Jim Henson’s furry creations.

“I was singing a song called ‘Sad Song’ with Rowlf the Dog [performed by Henson] playing the piano and a bunch of Muppets coming in to sing background,” he says. “There’s a moment at the end of the song when Rowlf pats the piano and looks at me like This is really sad, isn’t it? He closes the lid of the piano, and I reach down … and I realized when I watched that: There is no Muppet performer under any of that. That moment is all about me being totally moved by this furry creature. I realized that if I connect with the Muppets like that, I think maybe we all do. They have a deep spiritual sense about them as teachers and all, but it’s so beautifully cloaked in their playfulness.”

Henson asked Williams to write songs for his Christmas-themed TV movie Emmet Otter’s Jug-Band Christmas in 1977, and again for The Muppet Movie in 1979. The latter generously furnished the Great Muppet Songbook, with numbers including “Movin’ Right Along,” “I Hope That Something Better Comes Along,” “I’m Going to Go Back There Someday,” and, of course, “Rainbow Connection.” That song earned Williams an Oscar nomination (shared with his co-writer Kenny Ascher), and the film’s score earned him another.

But with great success came the siren song of vodka and cocaine — among other substances —and Williams spent the better part of the 1980s out of the game, completely blitzed.

“It was a dark, dark period of my life,” he says. “I went from Johnny Carson’s couch to peeking out the windows through the venetian blinds looking for the tree police.”

At the age of 49, Williams finally broke and entered himself into rehab. On March 15, 1990, he emerged from recovery an entirely new man.

“Once I was detoxed, once I had been chemically relieved of the substances, the cravings were gone,” he says. “I thought that was an absolute miracle, because I could not in fact imagine going a day without the drugs. The relief I felt was huge, in that I no longer woke up desperate to find what I needed — but the connectedness that I felt with the world around me was remarkable. All of a sudden you have that feeling of being cared for, you have that feeling of belonging.”

Two months after Williams got sober, Jim Henson died.

“We already knew that Jim wanted the Muppets to live beyond him, because that’s why he was selling to Disney,” says Dave Goelz, a veteran Muppeteer best known as the Great Gonzo. “The question for us was: Were we up to it? Did we want to try it? And we all felt that it was our life’s work — it wasn’t just a job — so we decided to try.”

Rather than making yet another movie about the backstage antics of this zany menagerie, the team decided to cast the Muppets in roles from a classic book: Charles Dickens’s A Christmas Carol. Jerry Juhl, head writer on The Muppet Show, wrote a screenplay that surrounded Dickens’s own prose and a human Ebenezer Scrooge — played by Michael Caine — with Kermit as Bob Cratchit, Miss Piggy as Mrs. Cratchit, and Gonzo as the narrating Dickens himself. The result was a charmingly faithful adaptation of the famous redemption story, with a never-better Caine playing Scrooge utterly straight, treating his Muppet co-stars as if they were, as he said at the time, “the Royal Shakespeare Company.”

Henson’s right-hand man, Frank Oz, helped smooth the transition by serving as executive producer, and Henson’s son Brian made his directing debut. Brian Henson said he always felt The Muppet Movie had the best music of any Muppet production, and he immediately thought of Williams for this new musical. He was told the songwriter had basically disappeared into drugs, but said: “Let’s just give him a call.”

“When I got sober, the career I thought I had was pretty much gone,” says Williams. “I just fell in love with recovery, I felt like that’s all I wanted to do, and I didn’t know if I was ever going to write music again. And then I was asked to write the songs for The Muppet Christmas Carol. Every now and then, the universe will line up to do something at the right time in your life.”

“I was longing to live life in a totally new way, one day at a time, trusting that what I needed was within me to get things done. And I’m sitting down to write these songs, and I’m writing about Scrooge: a man who’s learning to live life in a whole new way, who’s having a spiritual awakening [laughs]. It’s like, okay now, this is my inventory of dealing with where I am in my own life.”

“He resonated almost more powerfully than anybody with the redemption story of Scrooge,” says Henson.

Williams moved the narrative along with songs like “Marley and Marley”— where the wisecracking Statler and Waldorf, playing the ghosts of Scrooge’s old business partners, warn Scrooge about the nightmare waiting for him if he doesn’t change his ways — as well as Kermit’s cheery number “One More Sleep ’Til Christmas” and the breakup ballad “When Love Is Gone.”

But it was Williams’s overflowing gratitude and new lease on life that poured out in songs like “It Feels Like Christmas,” sung by the Ghost of Christmas Present, “Bless Us All,” a prayer offered by Tiny Tim, and Scrooge’s redemption anthem “Thankful Heart.”

“The essence of the emotion that I felt was in the lyrics of ‘Thankful Heart,’” he says. “‘With a thankful heart, with an endless joy, with a growing family every girl and boy will be nephew and niece to me.’ There was a connectedness to the world around me, and a level of gratitude that, to this day, is probably one of the most powerful emotions I’ve ever experienced.”

This was the first time Caine had sung on a project, and the endearing imperfections in his vocals perfectly suited the newly humble Scrooge. The songs were prerecorded at London’s CTS Studios a few months before production, which began in June 1992, with Williams on hand to guide the performances.

“I walked up to Michael Caine and introduced myself,” he says. “I said, ‘Wonderful to meet you. I’m so excited to be working with you.’ He said, ‘Are you out of your mind? We spent an entire weekend together in London — we were at the White Elephant gambling!’ I didn’t remember. It was very embarrassing, but also very funny. We both laughed. It was the Ghost of Christmas Past showing me where I’d come from.”

“Bless Us All” was a “spiritual-not-religious” invocation that captured Williams’s own faith.

“I refer to my higher power as ‘the Big Amigo,’” he says. “I think the story is about redemption, it’s about awakening, and it’s about that recognition that there is some, I would have to say, higher power that you can direct your words to. I think that just to say them aloud, you begin to affect a change. ‘Let us always love each other, lead us to the light. And let us hear the voice of reason singing in the night. Let us run from anger, catch us if we fall. Teach us in our dreams, and please, yes please, bless us one and all.’ I think that’s a fair thing to ask for.”

A late addition to the score was the opening number, where a chorus of Dickensian Muppets spells out the irredeemable vices of Scrooge.

“I just thought, Okay, you start out with Michael Caine, it’s just his feet, and he’s walking along in the mud, and as he passes these little creatures they seem to get colder,” he says. “I grabbed my little tape recorder and went and sat down in a little park by where I was living. I took a Lawrence Block novel with me — a really good, bloody mystery — and I basically just gave it up to the Big Amigo. For about a week I’d been not thinking about it — I knew what I had to do, but I didn’t think about it consciously. I sat down and started reading the novel, and about three pages in I set it down and picked up the tape recorder, and I went, ‘Okay, he’s walking [hums opening music] ‘When a cold wind blows it chills you, chills you to the bone. But there’s nothing in nature that freezes your heart like years of being alone.’ It poured out of me — I could not write it down fast enough. Thank God I had a tape recorder in my hand.”

The only major bummer, for both Williams and Henson, came when then-Disney exec Jeffrey Katzenberg had them cut “When Love Is Gone” from the theatrical release. (The scene was included in subsequent home-video releases, but isn’t on the most recent Blu-ray, and Henson said the print has been lost — although Disney is currently looking for it.)

“They thought it would slow down the action for 5-year-olds,” says Meredith Braun, who played Belle and performed the song. “That was the reason.”

It’s a crucial, arguably lynch pin scene, as Caine’s Scrooge helplessly watches his greedy younger self lose the love of his life — the first cracks in his icy heart beginning to show as he joins in harmony with Belle, but can hardly get the words out through his tears.

“[It’s] One of the most touching moments, I think, in his career,” says Williams.

“Brian wrote to me, and he was hugely upset by it, and massively apologetic,” says Braun, who recently released a new album named for the song, which is featured in a new arrangement. “He just made it very clear that it wasn’t his choice.”

“The only thing that gave me any hope is they tried to do the same thing with ‘Over the Rainbow,’” says Williams. “Everybody was saying, ‘The kids will never sit still for it.’”

But other than that unfortunate casualty — the lack of which makes the finale “When Love Is Found” a little less poetic — the film was a resounding success for the Muppets, just after they lost their creator.

“The fact that it’s a musical, and the fact that we have the Muppets all around someone who is playing Scrooge absolutely straight makes it all the more disarming,” says Goelz. “I think it really catches you off guard. I always find it emotional. The use of humor can really unlock emotion. If you’re watching this picture and you’re a little bit guarded and not quite feeling it, a joke, a little something absurd will throw you off guard and make you laugh, and the next thing you know you’re crying.”

It was also a resounding redemption for Paul Williams.

“It was just like a blessing,” he says, “because there has never been an alignment of any project in my life, any assignment, any opportunity that has been more perfectly aligned than me writing about Scrooge’s arc … as I was experiencing the same thing.”

“I think the songs are the key thing,” says Frank Oz. “Not unlike Paul’s songs in Emmet Otter and The Muppet Movie. It’s those songs that give us the real depth. He has such an extraordinary heart, and how that heart comes out in his music has always, always affected the quality and the warmth of the production.”

Williams’s rise, fall, and comeback were chronicled in the 2011 documentary, Paul Williams: Still Alive. In 2013, he experienced a new resurgence, co-writing and performing songs with Daft Punk on their Grammy-winning album, Random Access Memories. Today he’s the president of ASCAP (American Society of Composers, Authors and Publishers), and spends much of his time advocating for songwriters and speaking about recovery. It was only fitting that Williams first found his way home with the Muppets, who among all of the interpreters of his songs seem to operate on the exact same frequency.

“I think it’s his simplicity, and his heart,” says Oz. “And purity. That’s where it came from for Jim, is the purity of intent, the purity of character. Not being afraid of sweetness — not pejorative sweetness, but real, actual, valuable sweetness. Jim was that, and Paul is too. They’re able to be sweet without being saccharine. Jim hated being cute, and hated saccharine. He hated faux sentimentality. What we got from Paul was exactly the reverse of that, exactly what Jim wanted. He and Jim somehow just connected. They just did. I don’t know how many times he worked with Paul, but every time it always felt like he was part of the family.”

“I put my name on the songs because I sit down and I write them,” says Williams. “But the fact is that my claim to the material, my claim to the end product is diluted by my gratefulness for whatever power is a part of the process. Muppet Christmas Carol became a bridge back to songwriting. The gap that I had to leap, I think, in many ways, was my own ego — that these are my ideas and I’m writing them, and I began to see that, you know what? You have unseen collaborators who show up again and again and again, and as long as I’m willing to share that information and stay grateful for their participation, hopefully they’ll keep showing up.”

“If there is an unnamed collaborator on the work that I did on The Muppet Christmas Carol,” he added, “I assume it would have to be Jim Henson.”

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