When Bob Dylan released his first collection of standards earlier this year, the venerable singer-songwriter took umbrage at the notion that he was "covering" classic songs.  "I don't see myself as covering these songs in any way," he reflected.  "They've been covered enough. Buried, as a matter a fact. What me and my band are basically doing is uncovering them."  Among the songs uncovered by Dylan was Cy Coleman and Joseph McCarthy's "Why Try to Change Me Now," first recorded by Frank Sinatra at his final session for Columbia Records in 1952.  It's no wonder that both Sinatra and Dylan were attracted to this wry, resigned, heartbreaking observation from a man out of step with the conventional or expected.  "Why Try to Change Me Now," in addition to pointing forward to Sinatra's mature works at Capitol Records, was significant in another way.  It heralded the rise of its up-and-coming composer.  Cy Coleman's own, effortlessly hip rendition kicks off You Fascinate Me So, a remarkable new release from Harbinger Records and The Musical Theater Project's Songwriter Showcase Series.

The title of this new 28-song collection is derived not only from the standard penned by Coleman and lyricist Carolyn Leigh, but from Andy Propst's exemplary new biography of the composer.  (The song, however, won't be found here!) Propst's superlative book tells the story of Coleman (1929-2004) primarily through his work, illuminating his personal life largely through the exploration of his creative process on musicals like Little Me, Sweet Charity, City of Angels and The Will Rogers Follies.  This compelling biography will leave most readers rushing to revisit Coleman's pop and theatrical oeuvre, from "Witchcraft" and "The Best is Yet to Come" to "If My Friends Could See Me Now" and "Never Met a Man I Didn't Like."  The companion CD serves as both a soundtrack to the book and a volume that can stand in its own right from a songwriter who also happened to be a nightclub pro - a virtuosic pianist and coolly conversational singer.

Of his generation of now-legendary musical theatre composers - among them Stephen Sondheim, Jerry Bock, Charles Strouse, John Kander, and Jerry Herman - Coleman might be the most difficult to pin down or root in one particular style.  With roots in both highbrow classical and nightclub jazz, the former Seymour Kaufman was musically catholic.  He might imbue a score with attributes of those genres, but also brought to the stage the sounds of pop, rock and roll, country-and-western, funk, rhythm and blues, operetta, and of course, pure, brassy musical comedy.  To anticipate the sound of a Cy Coleman score was to expect the unexpected.  The 28 rare and previously unreleased tracks on You Fascinate Me So touch on the prolific tunesmith's many stylistic approaches, drawing on pop songs as well as selections from eleven musicals - only six of which made it to Broadway.  Two of Coleman's most rewarding collaborations, with lyricists Carolyn Leigh and Dorothy Fields, are represented here; so are his pairings with Joseph McCarthy, Al Stillman, Allan Sherman, Floyd Huddleston, Christopher Gore, Barbara Fried and A.E. Hotchner.

Though Coleman was once harsh when speaking of rock and roll ("This has probably been the bleakest period in pop music history and it has now reached its peak," he commented in 1957 during rock's earliest days), he did more than most theatrical composers to incorporate the changing sound of music into his scores.  In his book, Propst recounts that Coleman excitedly took notice of The Beatles' Sgt. Pepper's Lonely Hearts Club Band in 1967, and indeed, he'd warmed enough to the "new sound" to record an album called The Ages of Rock in 1968 for MGM Records which set classical themes to contemporary arrangements.  Here, the composer's drive to stay "current" is in evidence on both the pop songs and show songs included, but Coleman's unerring adherence to melody has rendered his music truly ageless.

Broadway heard its first complete Cy Coleman score with 1960's Wildcat, a vehicle for the beloved comedienne Lucille Ball.  It wasn't the first score completed by Coleman and lyricist Carolyn Leigh, however.  You Fascinate Me So includes a tune from the team's The Wonderful O (1958), based on James Thurber's whimsical young-adult novella.  The composer's gift for a pretty melody is evident on the wistful "Little What If," which with Leigh's self-reflective lyric ("Now if I'm to do as practical people say...") feels like a cousin to "Why Try to Change Me Now."  When it became clear that The Wonderful O wouldn't progress to production, Coleman tried to find a place for the song in subsequent scores, to little avail.  However, seeing as how he worked hard throughout his career to place his songs on pop records it's unfortunate that "Little What If" didn't find its way into, say, Tony Bennett's book.  (Bennett did record another song heard here from an abortive musical: the attractive ballad "On the Day You Leave Me," from the late 1970s-vintage Coleman/Christopher Gore score to Atlantic City.)

When Coleman and Leigh did make it to Broadway as composer and lyricist with Wildcat, the score yielded one bona fide standard with "Hey, Look Me Over."  The jaunty march is heard here in Coleman and Leigh's demo rendition with a number of lyrics you won't hear on the Broadway cast recording. The yearning counterpoint of "Far Away from Home/Angelina" was cut after the musical's pre-Broadway opening in Philadelphia, to be replaced by "You've Come Home."  But fine as that song is, "Far Away/Angelina" may be even more attractive.

Coleman and Leigh's next project to reach the Great White Way, 1962's Sid Caesar-starring musical comedy Little Me, allowed the composer even more stylistic diversity than Wildcat had.  The four tracks presented here from Coleman and Leigh's demo present the many sides of Cy Coleman: the sweet, gentle waltz "Real Live Girl," the slinky "I've Got Your Number," the driving "On the Other Side of the Tracks" and the rousing, anthemic "Here's to Us."  All are, naturally, outfitted with Leigh's sublimely-crafted, clever words which were always character-driven even when they could so elegantly double as pop lyrics.  The famously mercurial Leigh sings the lead vocals on all of the above, with Coleman, providing the colorful piano accompaniment.  Cy also joins in with vocals on "Real Live Girl" and "Here's to Us."  (Coleman's solo renditions of "Real Live Girl" and "I've Got Your Number" can be heard on his unfortunately never-on-CD 1967 Columbia LP, If My Friends Could See Me Now.)

For his third and perhaps most enduring Broadway score, Coleman teamed not with Carolyn Leigh - with whom his relationship had turned sour - but with the esteemed Dorothy Fields ("The Way You Look Tonight" with Jerome Kern, "On the Sunny Side of the Street" with Jimmy McHugh).  Though already in her sixties, Fields exhibited a gift for contemporary vernacular that would have made a much younger lyricist envious.  She and Coleman created a rhythmic, urbane and of-the-moment score for Sweet Charity that, from the first notes of its overture, ranks as one of Broadway's most thrilling.

Five songs from the Sweet Charity demo appear on You Fascinate Me So.   "I'm the Bravest Individual" is presented here as a breezy bossa nova, with just the right amount of tension in the arrangement and melody reflecting its place in the original production as Charity (Gwen Verdon) and Oscar (John McMartin) are trapped in an elevator.  Though director-choreographer Bob Fosse initially resisted "The Rhythm of Life," Coleman and Fields' delicious spoof of flavor-of-the-month religions is cool jazz-soul in Coleman's demo interpretation.

Three cut songs illuminate Coleman and Fields' creative process.  The sweet and poignant "Pink Taffeta Sample Size 10," intended as Charity's reflection on her childhood and an absentee father, is touching in Coleman's sensitive rendition even if it wasn't quite right for the show.  (Happily, it was rescued for performance by numerous other artists.)  The dramatic "Poor Everybody Else" was replaced in Sweet Charity by "I'm a Brass Band," but unlike Charity herself, the song got a happy ending when it eventually found its way into the score to Seesaw.  "I'll Take Any Man" ("...as long as it's you!") gets its first airing here; it's short and underdeveloped if not without its charms.  ("I'm the Bravest Individual" appears to be the only song on this collection that has been previously released on CD.  It can be heard on DRG's 2005 Broadway Cast Recording of the Christina Applegate-led Sweet Charity revival, along with three more tracks from the demo.)

Another Dorothy Fields lyric, "If There Were More People Like You," wasn't as lucky as "Poor Everybody Else."  The song was written for the long-aborning, unproduced musical Eleanor (about Mrs. Roosevelt), inserted into 1973's Seesaw, and cut from that production during its infamous tryout in which Michael Bennett overhauled the show from top to bottom.  It's one of the most stirring selections here, and a surprisingly soulful paean to an inspiring partner, with prescient lyrics that still ring true today: "We could right now so many wrongs/If we fight for rights to be won...If there were more people who care, there would be fewer people to care for..."

The bossa nova sound of "Bravest Individual" recurs on Coleman's perfect demo of Seesaw's "You're a Lovable Lunatic."  In his best nightclub mode, Coleman is peppy on the ebullient declaration of love "We've Got It" (and tosses off a nifty piano solo, too!).  He and Fields beautifully blended comedy with the blues on "Nobody Does It Like Me," sung with self-deprecating perfection onstage by Michele Lee as the unlucky-in-love Gittel Mosca.  (This demo features a gender-reversed lyric that might have been intended for pop cover versions.  "We've Got It," too, also has some lyrics you won't hear on the cast recording.)

Coleman's next two scores to reach New York - I Love My Wife (1977) and On the 20th Century (1978) - are among his musicals not represented on this anthology.  But from his delectable, buoyant score to 1980's Barnum, you'll hear the ravishing "The Colors of My Life," written with lyricist-librettist Michael Stewart.  Coleman revisited the song on his final solo album in 2002, It Started with a Dream.  Though prolific as ever, the composer's next musical to arrive on Broadway didn't come until 1988.  Welcome to the Club, written with playwright, novelist and lyricist A.E. Hotchner, only played 12 performances.  Two songs have been salvaged from the show; both also appeared in its 1999 off-Broadway "revisal" Exactly Like You.  The bouncy country pastiche "Southern Comfort" is likeable, but "At My Side" is one of the most exhilarating finds here, with a shoulda-been-a-classic melody that would have scored a hit song in an earlier era.

A couple of songs have been salvaged from 1979's Home Again, Home Again.  Perhaps Coleman's most ambitious musical never to reach New York, Home Again was based on the New York Times "Observer" columns of Russell Baker, who was also enlisted to write the book.  Barbara Fried penned the lyrics.  "America is Bathed in Sunlight" contrasts a nostalgic melody to an increasingly biting lyric; it, too, is sadly as appropriate now as it was in 1979.  The score's second selection here, "The Way I See It," got a brief moment in the spotlight on CBS's The Beatrice Arthur Special in 1980 (alongside her rendition of "Ev'rybody Today is Turning On" from Coleman and Stewart's I Love My Wife, performed as a duet with Rock Hudson!)  Its hope-in-the-face-of-adversity message is beautifully sung by Coleman in his most heartfelt manner.

A few pop selections take their place on this collection alongside the showtunes.  Al Stillman was better known for his romantic lyrics like "Chances Are," "It's Not for Me to Say" and "Moments to Remember," but he provided the dryly witty words for 1964's "I'll Be Coming Back" ("...like the smog in California/so I thought I ought to warn you right away!"), set by Coleman to a hep jazz melody.  Though "I'll Be Coming Back" wasn't ever commercially recorded, "The Laarge Daark Aardvark Song" fared better.  Written with Allan Sherman, the musical parodist who also dabbled in Broadway via his score to 1969's The Fig Leaves are Falling, the novelty song barely missed the Pop Top 20 in 1965.  Coleman's piano-and-voice demo lacks the full production of Sherman's finished recording but makes up for it in the singer's abundant, off-hand charm.

Coleman's co-writer on 1966's "I'm Serving Out a Heavy Sentence Loving You" is Floyd Huddleston; Huddleston's wife Nanci Adams sings the sultry demo here.  (She famously provided the voice of Maid Marian in Disney's Robin Hood and sang Huddleston and George Bruns' Academy Award-nominated "Love" in the film; Huddleston also penned songs for The Mouse House's The Aristocats and The Rescuers.)  "Heavy Sentence" sounds as if it was tailor-made for the smoky tones of Peggy Lee...herself a friend and lyrical collaborator of Coleman's!  In the early 1970s, Coleman reunited with Carolyn Leigh to write a number of songs.  One of them presented here for the first time, "Some Kind of Music," has melodic as well as dramatic sweep.

You Fascinate Me So, produced by Harbinger's Ken Bloom, includes a 16-page booklet with copious illustrations as well as track-by-track liner notes from Andy Propst.  Though the sound quality is variable from song to song, Peter Millrose is to be commended for restoring these rare performances as much as possible.  This collection is a worthy companion to past, Harbinger releases such as Hugh Martin and Sheldon Harnick's volumes of Hidden Treasures.  While we still await release of many of Coleman's commercially-recorded albums on CD, this essential set turns the underrated composer's "little what ifs" into reality; here's hoping that Volume Two is yet to come.  Cy Coleman's music, as ever, epitomizes the rhythm of life.

You can order You Fascinate Me So at the links below!

Andy Propst's Coleman biography of the same name is available at Amazon U.S. and Amazon U.K.!

Cy Coleman, Songwriter Showcase Series: You Fascinate Me So (Harbinger HCD 3102, 2015) (Amazon U.S. / Amazon U.K.)

1. Why Try to Change Me Now
2. The Lady is Indisposed
3. Little What If, Little What Could Be
4. Hey, Look Me Over!
5. Far Away from Home/Angelina
6. Real Live Girl
7. I've Got Your Number
8. On the Other Side of the Tracks
9. Here's to Us
10. I'll Be Coming Back
11. The Laarge Daark Aardvark Song
12. I'm the Bravest Individual
13. The Rhythm of Life
14. Pink Taffeta Sample Size 10
15. Poor Everybody Else
16. I'll Take Any Man
17. I'm Serving Out a Heavy Sentence Loving You
18. If There Were More People Like You
19. (You're A) Lovable Lunatic
20. We've Got It
21. Nobody Does It Like Me
22. On the Day You Leave Me
23. Some Kind of Music
24. America is Bathed in Sunlight
25. The Way I See It
26. The Colors of My Life
27. Southern Comfort
28. At My Side

All tracks previously unreleased except Track 12.

All tracks performed by Cy Coleman except Tracks 4-9 performed with Carolyn Leigh and Track 17 performed by Nanci Adams