When you hear the phrase "circus music," you probably think of something bombastic, a fanfare that encourages you to "step right up" and take in the sights. But for Water for Elephants composing team PigPen Theatre Co., they wanted to veer away from what is traditionally associated with a circus sound.

The score for the new Broadway musical contained many influences: bluegrass, jazz, folk, African American spirituals, a bit of opera, and Peruvian singer Yma Sumac. It all comes together in a whirling mix that sounds like, well, America in all its diversity. "One of the overarching ideas was for the whole show to sound like what 1931 America sounded like from a passing train criss-crossing the landscape," the band tells Playbill.

That mix is also quite appropriate for Water for Elephants itself, which straddle multiple art forms: musical, dramatic storytelling, circus acrobats, and puppetry.

Water for Elephants—based on the bestselling novel by Sara Gruen, with a book by Rick Elice—follows a young man named Jacob living during the Great Depression. His parents die tragically in a car accident, which leads Jacob to literally run away and join the circus. The new Broadway show is currently Tony nominated for seven awards, including Best Musical.

Below, PigPen's seven band members break down the genesis, and inspiration, for each song in Water for Elephants. Ghostlight Records’ Water For Elephants: Original Broadway Cast Recording is currently available on digital. Listen to it here. 

1. "Anywhere/Another Train"

This is the first full song. However, it’s worth mentioning that before this, the opening scene is scored to establish the idea that we’re in a memory play, and so we get bits of our narrator’s (Mr. Jankowski) musical memories blending together—notably the chords of “Zostan” (an Act Two song sung partly in Mr. Jankowski’s language of origin - Polish) and bits of lyric from “The Grand Spec” (Act One finale) that get repeated throughout the show, ever promising that the best is yet to come.

Back to “Anywhere." We jump into Mr. Jankowski’s story, and meet his younger self, Jacob, leaping onto the side of a train hurtling through the night in the summer of 1931. We wanted to maintain the danger of a train careening across the landscape - the clacking percussion, winding string lines, and a persistent dissonant chord that makes its way into the company vocals by the conclusion.

We also wanted to present a classic “I want” song, hopeful and exuberant, through which glimmers of an underlying trauma start to flicker through. There’s a slight subversion here of a ubiquitous cliche: Our protagonist may be running away with the circus, but it’s out of desperation, not caprice.

The second half of the song introduces the Roustabouts inside the train, led by Camel, having a bit of fun even at the expense of risking Jacob’s life. Everything culminates with the introduction of the full circus company, adding their voices in parallel expression of Jacob’s rootless, urgent hope.

2. "The Road Don't Make You Young"

The idea was for this song to start as a diegetic tune that might actually be sung at the time by one of the Roustabouts who would be helping raise the tent. This song was also one that kept growing in scope, because we kept asking more and more of it theatrically. It had to introduce the entire circus family, establish the physical vocabulary for the show, get our protagonist enmeshed with the other characters, and then raise a circus tent to top it off.

One of the overarching ideas was for the whole show to sound like what 1931 America sounded like from a passing train criss-crossing the landscape. “Road” has its origins in the music of Appalachia, what at the time was being marketed as “Old Time” music. We cheat a little bit, leaning more towards the “Bluegrass” music that Bill Monroe was only just beginning to introduce to the country in 1931. It’s the incorporation of smooth, clarion vocal harmonies that tilts “Road” into the “Bluegrass” camp. We listened to a lot of incredible Ralph Stanley and Odetta songs for inspiration. There’s also a brief interlude of Boswell Sisters style close harmonies sung by the “Cooch Tent Girls” (aka Barbara and her Balley Broads.) The Boswells started off in New Orleans but by the 1930s were getting popular on west coast radio, having made the move to Los Angeles. “Road” is also one of the best examples of all the elements of the production blending together seamlessly to make something breathtaking and unexpected.

3. "Easy"

We thought it would be powerful to introduce Marlena in a private moment, where she isn’t performing for anyone, but rather doing what she does best, connecting with an animal. In this instance she’s soothing the injured Silver Star, her beloved horse. 

Early on in the writing process Rick, our book writer, had thrown out the idea of a song simply featuring a female voice and a drum. Initially, our reference for this was the inimitable Yma Sumac, the Peruvian vocalist/composer who exists alone in a genre she basically invented. Having no formal training, she supposedly developed her vocal style by listening to the natural Andean soundscape and imitating or complementing them. What a perfect model for Marlena in this song, where she employs all her intuition and empathy in an effort to comfort her beloved equine friend. We quickly thought of the drum as Marlena’s scene partner, Silver Star, and the song became a sort of duet. 

What starts as a simple command to the horse develops into a window into Marlena’s inner life, and an expression of her emotional state. But while this song could be seen as Marlena’s “I want” song, she can’t directly confront her own want yet, she is only able to do it through her empathic connection to Silver Star. The song is in relation to his story, not her own. Because this is an interior song, though, the musical style became free and didn’t need to adhere to a style of the time. The most important sensation was that she was experiencing the exhilaration of riding, and the build into the gallop and the groove gives us that. When Shana Carroll, our circus choreographer, added the aerial work on top of that, it all seamlessly met and made something quite transcendent.

4. "The Lion Has Got No Teeth"

“The Lion Has Got No Teeth” is based largely on the vaudevillian jazz stylings perfected by Cab Calloway at the Cotton Club in Harlem in the early 1930s. When we first started thinking about August in the show, we knew his performance style would have to stand apart from the rest of the score. His personality and his profession (ringmaster) both demanded a degree of charm and dynamism in equal measure. Cab’s fluidity as a performer, from silky smooth “hi-de-ho”s to guttural growls to weepy moans was a perfect model. As August introduces Jacob to his empire of lies and the underbelly of the circus, he’s also putting a charm offensive on someone that he senses could potentially be a threat down the line.

5. "I Choose the Ride"

This song is the answer to “Anywhere.” The refrain “this place,” sung over and over beautifully by the entire company, gives us a little glimpse into the journeys that led each of them to the circus life, too, as Jacob reflects on his journey thus far. There are two singers we listened to a lot while we were writing, both from New Orleans: Louis Armstrong and Randy Newman. They share an unpolished, unhurried vocal style which seemed right for the spirit of the song. While Randy obviously came much later and owes his sound to his progenitors, his gently sardonic wordplay inspired our approach to the lyrics. Add in the ensemble harmonies influenced by African American spiritual music and New Orleans seems an apt place to drop a pin. (Probably true for any of these songs and American music in general given the sprawling reach of the city’s influence.)

6. "Ode to an Elephant"

Up until now, Mr. Jankowski has bookended songs, interjected his memories with snippets of nostalgic narration. But the moment he meets Rosie the Elephant is a watershed moment. The memory is so powerful that both young and old Jacob sing in harmony for the first time. Jacob’s love for animals is what drives the lyrics, and Rosie’s grandeur fuels the music since we don’t meet her visually in full yet. This was a great opportunity to use the music to paint the size, majesty, and playful personality of Rosie. Gounod’s "Faust, Act II: Waltz" and a wide assortment of euphonium ballads were the main source of inspiration here.

7. "Just Our Luck"

This song was three or four different songs before it became this one, as we were constantly rearranging, cutting and inventing new events around the training of Rosie because the narrative sequencing was such a delicate needle to thread. We eventually landed on the idea of a song that would weave in between little elephant training vignettes, and the music would help escalate the stakes of needing to sell tickets or go bust. Musically, “Just Our Luck” takes a lot of cues from Chicago jazz of the 1920s and '30s: Jelly Roll Morton, Bud Freeman, and King Oliver.

8. "I Shouldn't Be Surprised"

This is our take on a torch song sung by someone like Bessie Smith or Ella Fitzgerald. It transitions into the sound of a Chicago speakeasy, with a small trad jazz band playing the kind of dance music you might expect to hear after ducking into the Green Mill. It serves as a window into Marlena’s, and also Mr. Jankowski’s, memory of the terrible trauma that precedes this song, and ultimately leads to this fateful night in Chicago.

9. "Silver Stars"

By the time Jacob sings “Silver Stars,” he’s on much firmer footing than he was in “Anywhere,” having found a new home and family with Benzini Brothers. That doesn’t stop him being blown over by a kiss. The shock of his moment with Marlena in the back alley of a Chicago speakeasy sends him spinning. He’s surprised at his own recklessness, but he can’t help but delight in the rush of feeling he’s been keeping at a distance. In the end, he resolves to “keep it quiet inside,” privately nursing the spark that Marlena has rekindled in his heart. Like the stars in the sky, that feeling can’t be taken away from him.

There are a lot of timely guitar ballads that inspired this song, but Bob Dylan’s “Song to Woody” from the '60s, is probably the closest.

10. "The Grand Spec"

This is our version of a “screamer”—an up-tempo circus march, characterized by splashy cymbals and trombone “smears.” Used to rev up the rubes before, during and after the show, “screamers” didn’t usually feature vocals due to the limitations of acoustics over the military style horn band. But this is Broadway, baby! The most recognizable reference would be Julius Fučík’s “March of the Gladiators,” but Henry Fillmore was the most prolific composer of these kinds of songs working at the time our show is set. He started his career conducting the Shriners Temple Band in Cincinnati.

11. "Funny Angel"

“Funny Angel” is a country-tinged blues song. Originally written for Camel, it became apparent that it would be a great opportunity for our narrator to pull us back into the story, showing us just how far the circus had come since blowing the top off with Rosie at intermission. Our initial inspiration was a host of country singers. The initial reference was Jason Isbel’s version of “Nobody Knows You When You’re Down and Out” with the Preservation Hall Jazz Band, that’s an Alabama singer fronting a Louisiana band. Throw in Lyle Lovett and the rye wit of Roger Miller.

12. "Zostań"

We thought it would be interesting to write a song that mythologized the moment when Jacob discovers how to communicate with Rosie. A single word: "stop," spoken in Polish rather than English, is the key breakthrough. The circus has always relied and thrived on its internationality, so a song written in Polish by a roustabout seemed like a truthful way of memorializing a new circus legend. The song was musically inspired by several early 20th century European influences, with a simple structure and rhythm that feels organic to the ensemble. The song’s simple message about stopping to smell the roses is quietly revolutionary within the context of the show—in which the relentless forward momentum of the train, the business, and the ringmaster at its head all preclude the opportunity for self-reflection and healing.

“Zostań” starts as a simple folk song plucked on a banjo and sung in Polish, and swells into a big soup of influences. Klezmer, Jazz Manouche as played by Romani-French guitarist Django Reinhardt, and two of his biggest influences out of Philadelphia: Joe Venuti and Eddie Lang.

Once the realities of staging a great big Broadway musical really started to land on us, the need for a show-stopping Act Two opener became apparent. It would need to accomplish several goals beyond merely wresting the audience’s attention back after intermission. It would have to include the circus’s change in fortune now that they have a star act, Jacob and Marlena’s blooming friendship with hints of romantic tension, and August’s growing alienation from the rest of the company. "Zostán" was not an immediately obvious tune to hang a huge company number on, but the more we considered it, the more fitting it seemed for the storytelling.

With the addition of a new section featuring members of the company improvising new comedic verses that build on the themes of the original, a sense of friendly competition emerged which helped to portray the company’s sense of community. This built towards a literal game of one-upmanship in which the circus performers try to outdo each other with progressively impressive tricks. The song already had the cadence of a “game-song” a la musical chairs with its refrain of “Zostán,” so it proved a perfect pairing to this playful choreographic escalation. And all of this proved the perfect foil to August’s failed attempts to ingratiate himself. We’d be remiss to not mention Benedict Braxton-Smith’s delightful orchestration for the dance break, which gets the band in on the fun to great effect.

13. "Squeaky Wheel"

Barbara, Camel, and Walter have all caught wind of the romance bubbling between Jacob and Marlena. With everyone’s best interests in mind, they quickly advise him to cut it out immediately. Things have just started looking up for the circus, people will be getting paid soon, and this budding relationship has the ability to blow it all to smithereens. Jacob’s circus mentors have all been around the block, and if they know August’s temperament, this information is liable to derail the entire train. They use just about every metaphor in the book to get their message through to Jacob. The effortless playing of Django Reinhardt was the main source of inspiration for the accompaniment, something just as nimble and playful as the lyrics.

14/15. "You've Got Nothing" (Part 1 and 2)

We witness the breadth of August’s venom in this song. It’s like a microcosm of how Marlena has experienced him over the course of their marriage. First, he’s love-bombing and overwhelmingly charming to a sickening point. Until his temper rears its ugly head and he’s worked himself into a frenzy and ultimately boils over. This song was born from the mashup of two fairly distinct influences. The first is the music of George and Ira Gershwin which can be heard in the stately, dramatic sections of the song. The second is delta blues as pioneered by Big Joe Williams, Son House and Muddy Waters, all from Mississippi. The slide guitar, the call and response structure of the verses, the gritty emotionality all come from them. Our blues is slightly electrified, which is perhaps enough to place it in Chicago as well?

16. "What Do You Do?" 

Marlena is so entangled in her relationship to August, as well as Jacob, that we wanted to see her cut herself loose from those bindings and shift the energy and focus onto herself for the first time in the show. As her life is seemingly falling to pieces around her, she chooses to ask how she got there, and what part she played. “Who do you blame? Then who do you trust? Can they be the same?” As she interrogates her circumstance, the song, which moves on top of a simple but persistent guitar, doesn’t give any easy answers but rather forces more questions. Those questions start to pull at the thread of her story, and eventually she is left without any story. 

She ends up with a feeling, the only thing she can trust. The song ends with her choosing to trust her innate instinct, to trust herself, to trust life. She doesn’t know Jacob is going to knock on the door, and she wouldn’t need him to, but the fact that he does puts her in the position to test her new found ethos in the duet “Wild”: “To say what I feel, and to feel what I say, they have to be the same."

17. "Wild" 

When Jacob and Marlena finally come together for their duet “Wild”, they find the language, melodically and lyrically, to confess their feelings for each other. In the aftermath of August’s brutal attack, Jacob goes to check on Marlena and is surprised to discover her buzzing with a new found clarity. Gently driving, anticipatory guitar backs her up as she urges Jacob to “say what you mean.” He does, and soon the two of them have given in completely to the emotions they’ve kept at a distance for so long.

18. "Go Home"

This is where the idea of circus language as the language of memory really took off. Being a more interior song for Jacob after being knocked unconscious by Wade, there is no one distinct style. Initially, the music is more ethereal and open as Jacob lyrically confronts all of the loss he has been repressing. As the dream sequence progresses into a nightmare, musical themes from the show pour out and entangle with one another until Jacob finds himself standing over August with a knife, deciding whether or not to do the deed.

19. "Finale (I Choose the Ride)" 

It was pretty apparent early on that “I Choose the Ride,” the song that Jacob sings at the top of his journey in calling the circus his home, would also serve as a perfect refrain to solidify the idea that his older self should return to the circus for one last adventure. Sometimes you just have to take a step back and look at all the pieces of the puzzle. It’s nice when things line up like that.