When it comes to jukebox musicals on Broadway, the common assumption is that what you hear onstage will sound just like (or pretty close to) what you’ve heard on the radio. But that’s not the case for the hit Broadway musical & Juliet. The musical uses the songs of pop songwriter Max Martin, including the many hits he’s written for the Backstreet Boys, Britney Spears, Katy Perry, and countless others. When the show’s orchestrators Dominic Fallacaro and Bill Sherman first met with Martin in 2017 about the musical, they were given permission to “mess with” the songs, says Sherman.

“The songs are so iconic and so important to people. To have been given the job to mess with them, essentially, and given free rein to do that is a blessing you never get as an orchestrator and arranger,” says Sherman.

Sherman and Fallacaro are both Tony nominated for Best Orchestrations for their work in & Juliet—where they reorchestrated well-known pop songs into something that could be played by a live seven-piece orchestra. Modern pop tunes and Shakespeare sound so incongruous, but these are the orchestrations that helped marry those two disparate worlds together.

“The idea was always, like, how do you take the best pop songs of the past 25 years and create a score? That was the challenge,” says Sherman, with visible excitement. For the two orchestrators, it was using instruments that the audience associate with being classic and “period,” such as violins and cellos—along with more modern instruments such as drums and synthesizers. “That would be some sort of glue that held the whole thing together,” explains Sherman.

The sonic world of & Juliet can be divided into two camps. One is the songs that are arranged similarly to how they were when they were originally recorded; think the talk box in “Larger Than Life”—what Fallacaro calls “sonic candy that you know and love.” Then there are the songs that veer completely away from the originals, such as the show’s version of “...Baby One More Time,” which was slowed down into a dramatic ballad. These are versions of the song that are “far away from what you know.”

Explains Fallacaro of the orchestration process: “For the stuff that we went very different on, we got to be very imaginative and think about what strings are doing, what pipe organs and harpsichord has to do, what an acoustic guitar does in a situation where it was never supposed to be. And then for the things that are closer to the things you know and love, it's not just our approximation of it. We have access to the vault and someone [Martin] that remembers the exact synthesizer preset that they made it with.”

Fallacaro also plays the keyboard during the show and acts as the show’s conductor. He says that “the fact that we are putting the world of a Broadway pit together with a synthesizer, it’s one of my favorite parts of the gig.”

Sherman and Fallacaro both met while working on Sesame Street—Sherman is the music director on the show, and he brought Fallacaro onto it after the latter won a Grammy Award for Best Children’s Album. Sherman has experience on Broadway, having been the orchestrator for In the Heights and music supervisor on Freestyle Love Supreme. Meanwhile, & Juliet is Fallacaro’s Broadway debut. For the two, the most surprising, and gratifying part of the gig, hasn’t just been the Tony nomination. It’s when pop stars (they won’t say who) tell them, “It sounds better than my record,” recalls Sherman. “Being given the keys to take someone’s song that's so iconic and flip it—it’s a once-in-a-lifetime experience. And we don't take it for granted.”

Below, Fallacaro and Sherman walk us through the thought process behind the orchestrations of a few songs in the show—giving an in-depth, behind-the-scenes look at the art of orchestration and why different instruments inspire different feelings. Spoilers, obviously.

“...Baby One More Time”

Say the words “...Baby One More Time” and immediately, the first three notes of the song burst into your head, “Bom Bom Bom.” In & Juliet, this song takes place when Juliet wakes up and realizes Romeo is dead, and she sings, “...Baby One More Time” while trying to decide what to do next: kill herself or stay alive. Obviously, a bubblegum pop tune would seem out of place with the seriousness of the moment. It was book writer David West Read who suggested that the Britney Spears tune be reimagined as a ballad.

READ: David West Read Has Had a Wild Broadway Career

For the orchestrators, the first order of business was: what should those first three notes sound like now? They can’t be played on a keyboard like in the original version. So instead, the team opted for strings. And they slowed it down. Those “Bom Bom Bom” aren't just catchy notes. “It's Juliet’s heartbeat. She's stressed out, she's having a tough time just trying to figure out who she is, and what she's done,” explains Sherman. Those heartbeats, played by drums, also repeat themselves throughout the song, putting the audience into Juliet’s headspace and what she’s feeling.

“...Baby One More Time” is also an important moment in the show because it’s the first song in the show that sounds markedly different from its original. The opening numbers of “Larger Than Life” and “I Want It That Way” sound similar to the original Backstreet Boys versions. But according to Sherman, “‘Baby One More Time’ is the first major departure and also introduces the audience to what we're about to do. They hear the opening stuff, and then it goes ‘Bom Bom Bom,’ but they don't necessarily recognize that as ‘Baby One More Time.’ But then she starts to sing, and people will sometimes giggle, or they'll gasp, like, ‘I can't believe it!’ To me, that was the best way to introduce our show, where people would understand what kind of ride they're about to get on.”

Adds Sherman, with satisfaction, “That's the beauty of & Juliet, it’s a constant surprise after surprise.”

“Problem/Can’t Feel My Face”

This mashup of the Ariana Grande song “Problem” and the Weeknd’s “Can’t Feel My Face” occurs when Romeo has come back from the dead, but Juliet is uncertain if she still wants to be with him. So Juliet sings “Problem” while Romeo responds with unyielding devotion in “Can’t Feel My Face.”

The song begins with Juliet singing “Even though I hate ya, I wanna love ya” from “Problem,” at a slower tempo. Then the song builds when Romeo responds with, “And I know she’ll be the death of me,” from “Can’t Feel My Face.” Then the two songs are battling each other through music. Explains Fallacaro of the conception, “We start from a super-introspective place…Juliet starts super in her feelings. And then it sort of gets bigger and bigger and the whole thing escalates…We go full Super Bowl halftime show by the end.”

One aspect of “Problem” that needed to be problem-solved was what to do with the saxophone in the chorus. Explains Fallacaro, “In the original version of ‘Problem,’ the iconic thing is the saxophone. No shade to brass and woodwinds, but that color didn't exist anywhere else in the score. We weren't going to just put a saxophone on loop for the song. So it's one of those things of, how can we take the DNA that you know, and put it in our world and, like, distribute those melodies? So we talked about, can it function within the guitars and the piano? Can it exist in the vocals as well?”

So in the mashup, the melody that would usually be played by a saxophone is performed by the guitars and piano, and vocalized by the singers. They also sing the phrase “One less problem without you," a line that is traditionally spoken and whispered. Says Sherman, “Here's an Easter egg. It's the only time in the entire show that we change a Max Martin melody…It's sort of hard on a Broadway stage to make a whisper chorus—you can do that on record, it's pretty hard to do that in front of thousands of people. And so, we made it a song and it worked.”

“Everybody”

You might think that the song with the phrase “Backstreet’s back” would not fit inside of & Juliet. But somehow book writer Read makes it work (we won’t spoil how). Suffice it to say, this song is pure fan service, and it being incongruous is part of the pleasure. But that doesn’t mean Fallacaro and Sherman were just going to plop the ’90s hit wholecloth into the show. In fact, the & Juliet version of the song is half the length of the original Backstreet Boys version.

Explains Sherman, “So much of pop music is repetitive—the verses repeat themselves or the choruses repeat themselves. For Broadway and other musicals, every word needs to be accounted for.” That means & Juliet doesn’t contain very many full versions of pop songs with every verse, chorus, and bridge. “We never wanted to waste a moment on something that was repetitive or didn't further our story…We always had to say it was ‘all killer, no filler.’ It was like, if it didn't help our story, we would cut it.”

As for the way the song sounds, yes there are synthesizers and drum machines in it, but Fallacaro also emphasizes that the show’s band plays the rest of it live. It creates a fuller sound than the original recorded version. “It's not just the drum machine on loop to that song, which, again, is iconic—we love. But our band is giving dynamic shape to all these things…it is using our strings to complement melodies as they go along. And so it is taking all of the musical DNA that you know, and using our band as the engine behind it as well.”

To the orchestrators, these combinations of pop sounds with musical theatre flourishes set & Juliet apart. And the fact that the musical has been so celebrated, receiving nine Tony nominations, is a testament to how much it’s pushing the sonic envelope of Broadway.

Says Sherman, “When people say something's ‘Broadway’…it bums me out because clearly with the Hamiltons of the world, In the Heights, clearly there's other sounds that are permeating theatre and Broadway…I think that if there's one goal that we could have, it's just to make that even bigger and keep on incorporating new music and new sounds and new ideas into it.”

Adds Fallacaro, “I love that this show contains both the beeps boops and lasers of synthesizers and all the computer music, and that it has a string section that we do think of as coming from a Broadway pit. All these things, there's a really big room for. And I think that's the magic of & Juliet.”