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The curtain rises on the graduation of Lake Forest Academy’s Class of 1980. The scene is the high school gymnasium, lined by lockers. Seated in bleachers are the members of the graduating class. After they sing “The Hills of Tomorrow,” the Valedictorian steps forward and introduces Franklin Shepard, the well-known songwriter and Hollywood producer, who wrote the music for “The Hills of Tomorrow” for his own Lake Forest graduation in 1955. The words were by his classmate and subsequent collaborator, Charley Kringas. Instead of urging the students to pursue their ideals, he advises them to be realistic, because life may frustrate their hopes and force them to abandon their dreams. The graduates challenge his advice (“Merrily We Roll Along (1980)”). As they sing, they remove their robes and become characters in the story of how the young Franklin Shepard got from where they are standing, full of hope, to where he is standing, an apostle of surrender and survival. What follows can be seen either as taking place in the older Frank’s mind, against the backdrop of the kids, the bleachers and the lockers, or as the cautionary tale of his life acted out by the students. 1979 The scene is Franklin Shepard’s swank Bel Air, California home. There is a party on to celebrate the premiere of his new film. The babble of cocktail chatter rises and falls with the music. Frank is full of self-confidence as he, his friends, employees and hangers-on sing of the joys of being “Rich and Happy.” The critic Mary Flynn is at the party and drinking heavily. When she learns that Frank has not written the score for the film, she derides his decision to give up writing music. The guests sing out their hypocrisy. They know the movie is terrible but won’t tell their host to his face. Frank’s new girl friend, Meg, who has a part in the film, presses Mary for her review. And she gets it – with caustic, boozy honesty. “Rich and Happy” continues its message of self-glorification. Frank’s glitzy wife, Gussie, enters, full of insincere apologies for having missed her husband’s “big night.” Out of the blue one of the guests says that she was at the opening of a Charley Kringas play. Mary picks upon the mention of Charley Kringas and asks, “Raise your hand if you saw Charley and Frank on that television show.” Gussie, enraged, orders the now very drunk Mary out of the house. Mary’s once close friendship with Frank is over. 1975 Mary and Charley are having drinks in the Polo Lounge at the Beverly Hills Hotel. She has set up the meeting because she knows that Frank is expected. He and Gussie enter to meet with a reporter. There is a chill in the room when they realize Mary and Charley are also present. Mary pleads with Charley to rekindle their old friendship (“Old Friends”) and then pours out her heart to him in the poignant “Like It Was.” Her appeal works, and Charley goes over to Frank and asks for his autograph. This angers Frank. and he attacks Charley. They are quickly separated as the disconsolate Mary watches. 1973 Jeffrey Nye, a television personality, is interviewing Frank and Charley in a New York studio. We learn from Frank that he and Charley have written three shows together and that he now owns and manages his own recording and publishing companies. Jeffrey turns to Charley, who has never appeared on television before, and asks how he and Frank work together (“Franklin Shepard, Inc.”), a brilliant, bitter exposition of their creative life. As the song unfolds. Charley’s love-hate feelings toward Frank become more and more evident, and his own self-flagellation increases. Frank, having had enough of Charley’s public tirade, leaves the studio. Their partnership is ended. 1968 We see a Central Park West apartment. It is Frank’s, and Charley and Mary are visiting for the first time. Charley pleads with Frank not to give up writing music to become a recording executive. Frank argues that “you don’t have to be poor to write music” and asks for his friends’ continued trust. Mary turns the argument into the exuberant “Old Friends.” As the song ends, Gussie and her husband, Joe Josephson, enter the apartment. Joe is the producer of Frank and Charley’s shows, and Gussie has decorated the apartment. When Frank and Gussie go off to the kitchen, we learn that they are having an affair, that Joe accepts it and that Mary is still hopelessly in love with Frank. 1966 The scene is the steps of a courthouse in lower Manhattan. Frank is being sued for divorce by his wife, Beth, who has produced taped phone calls to prove his adultery. The principals in the trial emerge from the courthouse and come face to face. Beth asks Frank if he slept with Gussie. He replies by reaffirming his love for Beth (“Not a Day Goes By”). She is not satisfied until he finally admits his infidelity. The marriage is over. Mary and other friends console Frank, telling him that it’s all for the best (“Now You Know”). 1964 Act II begins outside the Alvin Theatre. It is the opening of Joe Josephson’s production of Musical Husbands, which turns out to be Frank and Charley’s first Broadway hit (“It’s a Hit!”). 1962 Guests are arriving for a lavish cocktail party in the elegant Sutton Place apartment that belongs to Gussie and Joe. It is Frank, Beth, and Charley’s introduction to the New York social scene. There is a loud babble as guests crush against each other searching for celebrities and making pronouncements. Gussie informs Frank that he and Charley are the reason she and her husband are giving the party. Joe wants them to write a show for him. Gussie comes on strong for Frank, exhorting him to agree to do the show, which is to be “fast loud and funny.” It’s not the kind of show Frank and Charley had been writing, but Frank’s ambition and his attraction to Gussie compel him to do her bidding. Gussie quiets the crowd. Frank gets Charley over to the piano, and they play and sing their song “Good Thing Going.” The guests applaud, oohing and aahing their approval. Frank and Charley start over, but in the middle of the song they are drowned out by the chatter and cross talk of the guests. 1960 In a Greenwich Village nightclub Charley, Frank, Beth and Ted, their piano player, are presenting their act to a sparse audience – Mary, Joe, a few waiters and Beth’s parents, Mr. and Mrs. Spencer. Ted begins playing an Irish jig. Beth puts on a Jackie Kennedy-style wig, and she and the boys sing “Bobby and Jackie and Jack.” After the show Frank sits down at Joe’s table, and we learn that in a few minutes the young composer is getting married to Beth – who is pregnant. Before they take their vows Frank sings to Beth “Not a Day Goes By.” Mary, alone at her table, joins in the song, although Frank and Beth are unaware of it. 1959–1958 An account of two years in the lives of Frank, Charley, and Mary unfolds in the marchlike “Opening Doors.” It begins with Frank working at the piano, Charley at a typewriter, and Mary at a typewriter in her own apartment, phoning Frank. The odyssey includes Frank and Charley’s audition for Joe Josephson. He likes what he hears but wants more hummable songs. The young friends rebound from separate disappointments and decide to write and produce a revue of their own. They audition two girl singers, hiring the second one – Beth. “Opening Doors” resumes, soaring to an affirmative conclusion. October 1957 It is 5:30 a.m. on the rooftop of an old apartment building on New York’s upper West Side. Frank and Charley, waiting to see the first earth-orbiting satellite, discuss Charley’s plays and Frank’s music. Both are full of optimism (“Our Time”). Mary comes on to the root and the three talk – it is their first meeting. Others join them. Suddenly Sputnik becomes visible. Awed and feeling that now anything is possible, they all sing “Our Time,” their anthem of hope for a better world. 1955/1980 The scene is the gymnasium at Lake Forest Academy. It is graduation. Past and present have merged: The older Frank and the younger stand before the graduates. We hear a portion of the Class of 1955 valedictory speech. Then the students sing Frank and Charley’s commencement song, “The Hills of Tomorrow.” The vamp to “Merrily We Roll Along” begins in the orchestra. The class picture is taken. The curtain falls slowly.

– Robert Kimball

Credits

Franklin Shepard: Jim Walton Mary Flynn: Ann Morrison Charley Kringas: Lonny Price Gussie: Terry Finn Joe Josephson: Jason Alexander Beth: Sally Klein Franklin Shepard (at age 43): Geoffrey Horne Jerome: David Cady Terry: Donna Marie Ella Kate: Maryrose Wood Alex / Jeffrey Nye: Marc Moritz Gwen Wilson: Tonya Pinkins Ted: David Loud Les: David Shine Mr. Spencer: Paul Hyams Mrs. Spencer: Mary Johansen Meg: Daisy Prince Ru: Forest D. Ray Bartender: Tom Shea Evelyn: Abby Pogrebin Valedictorian: Giancarlo Esposito Head Waiter: James Bonkovsky Girl Auditioning: Marianna Allen Nightclub Waitress: Liz Callaway Photographer: Steven Jacob Soundman: Clark Sayre Waiter: Gary Stevens