I. In Every Job That Must Be Done, There is An Element of Fun

When you're a child - no matter where you're from, or how perceptive you may be about such things - it's easy to get a sixth sense about something you watch or read and just feel is different from the rest of what you've watched or seen. The Wizard of Oz is that way for many people. So too is Mary Poppins, P.L. Travers' series of books about a magical nanny that was adapted into a colorful musical film by Walt Disney Studios in 1964. That movie is special. I can rattle off to you its achievements - a major turning point for stage actress-turned-movie star Julie Andrews; of course, a deliriously catchy song score penned by Richard M. and Robert B. Sherman, who'd go on to write dozens of Disney's most notable earworms in film, television and theme parks; a dazzling combination of live action and animation that presaged future technological wizardry at Disney's studio; and a critical and commercial footprint (including 13 Oscar nominations - the most in Disney history - and five, including trophies for Andrews and the Sherman Brothers for Best Original Music Score and Best Original Song) that canonized Walt's multimedia company as an everlasting empire of make-believe, just two short years before his passing.

But that movie is also special because it was the first film that my mother remembers seeing in a movie theater. At eight years old, it opened her eyes - and millions of others' - to the potential for magic on a flickering screen. That magic was in turn passed on to me, and it shall be when my own infant daughters are grown enough to appreciate sitting down and watching something. As media enthusiasts, you wish for the things you add to your collection (Blu-rays, books, and of course box sets) to reflect or capture that very excitement you felt. It's a strange goal for discs and plastic and paper and cardboard from which a label or studio will earn an amount of money - but The Second Disc has been around long enough to still believe some nobility in such a pursuit.

Thus enters an exciting box set for anyone moved by the magic of the last masterpiece of Disney's career. Mary Poppins: The 60th Anniversary Collection (Walt Disney Records 155065) is a vinyl celebration of the music which powered so much of that film's magic - a monument to the voices and composers who made the tunes so indelible, and even a top-down review of a company's bloom into a record industry behemoth as much as it was a formidable film studio. It's positively supercali-oh no you don't - I'm not going to be that obvious.

What I am pleased to do in this review, however, is to give you a guided tour of the box not only by way of assessing its contents, but through some valuable insight from someone with a considerable history with the music of Mary Poppins. Randy Thornton is Walt Disney Records' supervising producer and music historian, and has been intimately involved with virtually every major reissue of this soundtrack from 1989 to the present. Randy was kind enough to talk with The Second Disc about his work on this set, which we present to you as a sort of liner notes to the new box. Now - think, wink, do a double blink, close your eyes and jump into our overview of a box set that is - oh, heck, why not? - practically perfect in every way.

II. If You Want This Choice Position

For Thornton, who started his career at Walt Disney Records nearly 38 years ago as a department clerk in the master tape vault, this box represents the culmination of his work with Mary Poppins. But how did we get here, exactly?

The Mary Poppins Original Cast Sound Track was released by Buena Vista Records concurrently with the film's release, becoming the best-selling album of 1965 - a Billboard chart-topper for 14 weeks, longer than any of The Beatles' No. 1 albums that year (Beatles '65, Beatles VI or Help!). By the end of the '80s, as Disney was starting to invest in putting their back catalogue out on CD, Thornton was in the thick of it - and had an idea about how to give Poppins a little extra shine.

"I was thinking, you know, all these rock bands are going through and remixing their albums for CD, and so maybe we can do that for Mary Poppins," he recalled. "At the time, you'd go back to [something like] Snow White - it's just too old, the technology wasn't there to restore these things. But Mary Poppins sounded so good right out of the gate." He pitched a reissue to his boss, label producer Ron Kidd. "He says, 'Oh, man, I'd love to. It's my favorite film, too. But we had just released it on vinyl a couple of years earlier, and it didn't do very well.' And I said, 'Well, not just put it on CD, but remix it closer to the way it was.' He said, 'Man, I'd love to, but we'd need something really special to pull it off with the bosses.'"

That's when Thornton revealed his ace. "As the department clerk, I was in the room with all the master tapes of all the albums that I grew up with," he said. "So occasionally I pulled something off the shelf and popped it on the tape machine and listened to it. I came across this one tape that said 'Mary Poppins Pre-Demo.' I put it on the machine - it's just a couple of guys at the piano, singing songs I didn't recognize. Some of the harmonies were different. I put it back on the shelf, only to realize that it was Bob and Dick Sherman."

Having discovered a reel of the composers' demo recordings - including "The Eyes of Love," one of several songs written for the film but unused - Thornton had a case. Longtime Disney music producer Ted Kryczko invited "the boys," Walt's favorite songwriters, back to the studio to hear the findings and record their memories of working on the film, which became a bonus track on the disc. As for the remix, label brass initially determined the best thing would be a mere transfer of the original album, featuring shortened versions of the songs and, in some cases, unique orchestrated links, endings and even vocal tags that didn't appear in the film. Then...things changed.

"I took the safety copy [of the master] - a generation down from the original," he recalled with a chuckle. "Something might have happened to it along the way. I took it back to the office, they played it, and they said 'Oh, this isn't in good shape; we're gonna have to go back and remix it from the original elements.' When I came to pick up the tape, Ron said, 'I don't remember it sounding this way before.' I started to reply and he said, 'I don't wanna know!'"

With a fresh mix by engineer Shawn Murphy (Thornton first met Robert Sherman and Poppins orchestrator Irwin Kostal during that session), the Poppins CD became Thornton's first ever professional credit, for audio research. He then began to get more into Disney's audio production, both frontline releases (his production work assembling children's storybook albums has netted him six Grammy nominations and one win) and catalogue titles (1992's Sherman Brothers anthology Walt Disney's "Supercalifragilistic" Songwriting Team, 1993's Annette Funicello compilation A Musical Reunion with America's Girl Next Door, both of which deepened his working relationship with the Shermans).

III. Tradition, Discipline and Rules

He'd be back with a new reissue in the early '00s that packed some extra punch: the songs were all restored largely as they'd been heard in the film, and Kostal's instrumental score passages were duly integrated within and alongside the songs. This magical presentation makes up the first two LPs of the Poppins box, and they remain an absolute treat. First-time-on-vinyl highlights include Dick Van Dyke's "Jolly Holiday" reprise with a troupe of dancing animated penguins; elegant music accompanying Mary Poppins, Bert and the children's animated journey through the English countryside; the dizzying "Step in Time" dance break (restored on a late '90s CD reissue); and a heartbreaking instrumental of "Feed the Birds (Tuppence a Bag)"  - Walt's favorite song - that plays as family patriarch George Banks (David Tomlinson) walks alone through the streets of London late at night toward the film's finale.

They crackle with vitality that Thornton is clearly excited for folks to hear anew. "[Kostal's] orchestrations for Mary Poppins are some of the best I've ever heard," he enthuses. "The way he would combine instruments. He'd have an oboe and an E-flat clarinet playing the same note on the manuscript. That disharmony sort of gave it the sound of a hurdy gurdy."

But there were also some more extracts from the Disney vault on that special edition soundtrack that really lit up fans' interest. Several years prior, while restoring interviews with Walt Disney used in the documentary Walt: The Man Behind the Myth, Thornton found Richard Sherman paying a visit to his office. After hearing some of Thornton's work restoring Walt's recollections, "he said, 'You know, I have something you might be interested in.' A couple days later, he came back with a bunch of 7" reels. In red grease pencil at the top, it reads 'The Poppins Trials.'"

Those "trials" were a holy grail for die-hard fans of the film: in 1961, during the film's arduous pre-production, the Shermans and the film's co-writer Don DaGradi sat in lengthy meetings with Poppins author Travers, who'd been courted by Disney for decades to approve a film adaptation of her book. These meetings, in which the prickly author combed through the story outline and songs sparred with Disney's team over the smallest details, were a serious piece of film history, famously dramatized in the 2013 Disney flick Saving Mr. Banks. That audio is ported over onto the set's fourth LP, a 41-minute odyssey of ideas with a handful of songs and sequences that didn't make the final cut. (Of particular note is an extended travelogue involving a compass and journeys to mythical lands; one Sherman song for this aborted sequence heard here, "The Land of Sand," was later reworked into "Trust in Me," a song sung by the wily python Ka in Disney's animated adaptation of The Jungle Book (1967).)

Thornton wasn't the only one who felt the weight of presenting these meetings. "Richard told me he never heard them," the producer revealed. "He'd never listened. He couldn't bring himself to listen." That changed when Thornton played a reluctant Sherman some of his highlights:

He sits down, I hit play, and it's Richard performing "Jolly Holiday" on the piano. Travers just interrupts: "No, no, no, no, no, no, no." Richard was sitting in my desk chair grasping the armrests. When she started saying "No, no, no," he leapt from the chair and said, "Turn it off! I can't hear it."

But I had found something I thought he needed to hear. Richard was a very gregarious guy, but it took some coaxing. He wasn't being difficult by any stretch, but it was obviously painful for him. He's back in his position, grimacing. I hit play, and it's Richard playing "Feed the Birds." As it starts going along, you hear this voice come in. His expression lightens, he tilts his head. "Is she singing? She said she hated that song!" I said, "You don't sing along to a song you hate." He said, "Wow - it almost changes my opinion of her!"

IV. Looking Through the Eyes of Love

You really can't keep a good soundtrack (or reissue producer) down. For Poppins' 40th anniversary in 2014, it was included in Disney's inaugural Legacy Collection series of expanded and archival reissues with distinct original artwork by Lorelay Bove. This time, the soundtrack was a 3CD affair, featuring everything from the last special edition and some exciting old-new material from more demo sessions.

"I had always put a demo or two on some of the soundtracks that had been released in the past, even though there's tons of them," Thorton explained. The reason for such strategic releases? "Even though we're paying ourselves," he said, "we're still paying for mechanical rights and all that kind of stuff. There still have to be budgets, and it hasn't changed with the digital world at all. So I never really got to put a whole bunch of them out there."

That changed in the early 2010s when a former Disney employee, Russell Schroeder, published The Lost Chords, a handsome volume featuring dozens of piano/vocal transcriptions (with historical context and drawings from the Disney archive) of songs written but never used for various Disney projects. Poppins' lengthy creation meant the Sherman Brothers had penned many tunes that never saw the light of day. It wasn't until Thornton, Schroeder and songwriter Michael Silversher (who co-wrote themes for Disney's Adventures of the Gummi Bears and TaleSpin) put on a performance of some of these "Lost Chords" at the Museum of Pop Culture in Seattle that the idea dawned on Thornton to orchestrate and record these tracks as if they were part of their accompanying soundtracks.

For the Poppins Legacy Collection - and the third LP of this box - eight demos of familiar songs were included as bonus material, along with both demo and "Lost Chord" versions of unused songs: "The Eyes of Love," "The Land of Sand," an unused song for supporting character Admiral Boom (which appeared as an instrumental theme in Kostal's score), and more - all with the enthusiastic participation of Richard Sherman. "He was in the studio with me," Thornton said. "It helped bring these songs to life, and in a very small way, helped pay the unpayable debt the Shermans gave to me, where they could finally hear these songs the way they intended. He was in the studio, he directed the talent, he approved all the arrangements. He would talk to the vocalists and the orchestra, telling stories, and I was just sitting back thinking, 'This is just awesome. This is just really unbelievable.'"

V. Happiness is Bloomin' All Around Her

The set's fifth LP offers the last of the bonus material from previous editions: that original 1989 reminiscence from the Shermans, and a radio featurette with vintage commentary from Andrews, Van Dyke, the Shermans and Kostal. That could be the cap to a generous vinyl edition of the most recent Mary Poppins soundtrack reissue, but Thornton, like a one-man-band (turned pavement artist, turned chimney sweep!) had even more ideas to make a complete vinyl treasury devoted to this singular film. "Fortunately, in most cases, marketing decides they want to do a promotion on something - 'Mary Poppins 60th: what do you think it should be?'" he said.
"And I have the luxury, with nobody over my shoulder to tell me what to do or anything, to go, 'This is what it should be.'"

"What it should be" is another four vintage albums released in the wake of Poppins' successful theatrical run. First is a 180-gram vinyl restoration of the original chart-topping soundtrack, with the original vocals and orchestral inserts reinstated from the original master tapes. The great, original liner notes, detailing the whimsical journey from page to screen, are replicated on the gatefold sleeve, and the colorful Buena Vista labels and cover will take listeners right back to the '60s for a compact but no less thrilling review of the Oscar-winning song score. (All recreated sleeves are nearly identical to their originals, albeit with a "Vinyl Vault" logo on the lower left rear corner, so as not to make collectors of the originals feel undervalued.) Thornton is proud of the work that went into restoring this disc. "I've heard some folks say they grew up with the original Mary Poppins soundtrack album, and this version sounds better than it ever has," he beamed.

From there, it's on to10 Songs from Mary Poppins, a release on the children's music sub-label Disneyland Records that featured a short program of rearranged tunes from the film sung not by the film's cast, but renowned playback singers Bill Lee (who'd sung on soundtracks to Disney films like Alice in Wonderland and Peter Pan as well as dubbing Christopher Plummer in the following year's adaptation of The Sound of Music) and Marni Nixon (who at the time had recently subbed for Natalie Wood in West Side Story and Audrey Hepburn in My Fair Lady - a dazzling irony, as Hepburn won the role over Julie Andrews, who originated the role on Broadway). It's a frothy, alternate listen to those "simple, singable and sincere" tunes the Shermans penned (pressed on blue vinyl, just like it was six decades ago). A great bit of trivia from Thornton: "It was the only time, until we did the expanded editions later on, that the actual barnyard sequence from 'Jolly Holiday' was actually on record, with the actual voices," including both Nixon and Lee! (More trivia: None other than Richard M. Sherman sings "I Love to Laugh" - appropriately enough! - on this album!)

Next up comes 1965's Let's Fly with Mary Poppins, a wig-flipping jazz rendition of 10 songs from the soundtrack (plus three Italian-language versions) by nightclub singer Louis Prima and his wife Gia Maione. The astounding reads of these songs in a mostly big band setting, Thornton reveals, was a passion project of the singer's - and put him on Disney's radar in a big way. "Prima would record those songs after his Vegas show at 2 or 3 in the morning," he explained. "It was his recording of that album - that he requested to do - that brought him to the attention of the Sherman Brothers and Walt, and he ended up getting the role of King Louie in The Jungle Book."

If such brass and belt doesn't prove the mutability of Mary Poppins' song score, the final LP does: March Along with Mary Poppins, featuring brassy arrangements of the core songs played by the UCLA Marching Band! It's the oddest piece of Poppins history on record, one Thornton is somewhat at a loss to explain.

"The UCLA album, I don't think that was a wide release," he said. "On the back of the original, there was a contest by Pan Am to fly you to Disneyland. I believe our music publishing division had band arrangements of Mary Poppins, of what you hear on that album. The UCLA Marching Band recorded them as sort of samples; I don't believe they're the full songs, even though they sound complete. And that went along with the arrangements, so the bands could hear what they would sound like. I think it was more of a promotional, instructional album as opposed to an actual, released album." Thornton confessed that this was a "sacrificial lamb" that could be dropped from the project if need be, but it was successfully retained, making this set as superbly silly as it is practically perfect.

VI. Coo, Wha' a Sight

As great as Mary Poppins: The 60th Anniversary Collection sounds, it looks just as good - a feature Thornton is quick to heap praise upon the set's art director, Steve Sterling. "He's just as passionate as we are about doing this stuff and having those little details," he enthuses. "What's really great about our art department is...I am, without question, a control freak. I have a very clear idea of what things are. And part of that is based in my need to make sure that it's accurate to Disney standards and all that kind of stuff. But I also have my own ideas. And in all the years I've worked with these artists, it's been the easiest job. I can go in and give them a basic idea and either they'll come back with exactly what I want, or better than what I ever imagined."

From the replica sleeves of the original albums and Bove's reused artwork for the Legacy Collection score, all the way down to the intriguing new inner and outer sleeve designs - the 7" reels and tape boxes for the story conferences and concept art aplenty - unhousing and flipping the platters over will take fans back to 17 Cherry Tree Lane faster than a changing wind. Thornton is particularly proud of the foil-stamped outer box, featuring a gorgeous film-used matte painting of the London skyline by renowned artist Peter Ellenshaw, as well as several framable 12" x 12" inserts.

"There was one picture that we wanted to use - D23 used it a lot - of Julie dressed as Mary Poppins and Walt, having tea on this table," he said of the original concept. "I wanted to have that as a print, but it came too late in the production. So I thought, 'We have this beautiful concept art of the "Jolly Holiday" sequence, of the carousel horses going over the bridge.' And to make it different, I chose the spec drawing of the carousel. So it was two different pieces of art." And there's one last treasure for fans: a replica of the vocal lead sheet to "Feed the Birds (Tuppence a Bag)" - the film's centerpiece ballad that Walt Disney would entreat the Sherman Brothers to play on a piano in his office every Friday afternoon until his passing.

"I know the 'Feed the Birds' story," Thornton said when it came to picking which sheet music to include. "I don't know how many people do. 'Chim Chim Cher-ee' won the Academy Award - do we use the sheet music for that? [We decided] it's got to be 'Feed the Birds.'"

VII. Up to the Highest Height

Thornton explained in our chat - and the box truly does bear this out - that Mary Poppins: The 60th Anniversary Collection exists as much as a celebration of a legendary soundtrack as it does a touchstone to Disney as a musical institution.

"Everybody knew that they were working on something completely different there," Thornton said of Poppins.
"They all knew this was something that was really, really special. And I think that sort of...I mean, I don't think there'd ever been another project where they recorded special things just for the soundtrack album. Not at Disney, anyway. They were really counting on this. It was a gamble - obviously, it paid off...And all those albums came out in 1964. Every single one of 'em. Or '65, months after the film. It was just really something."

Ever the expert historian, Thornton explained how the decades-long journey to even getting the film made happened in exactly the ideal way:

For D23, I did a presentation on Mary Poppins called "The Road to Cherry Tree Lane." I talked about how Walt first "met" Mary in the late 1930s or early 1940s. While at home, his daughters Diane and Sharon were laughing and giggling in another room. He goes in to see what's going on, and Diane, who's always been a voracious reader, said, "Oh, it's Mary Poppins, Daddy."

And so he read through the stories and goes, "You know, this is really intriguing. If nothing else, maybe this could be a fun little project I could do for my girls." So he reached out to P.L. Travers and her publisher to see about getting the film rights, and the answer was "No!" And that dance went on for about 20 years. Walt was starting to get things back together after the war, and he couldn't afford to do experimental films like Bambi or Fantasia. So that's why he returned to fairy tales. And that started our own music publishing company. It was about that time that [Disneyland Records president] Jimmy Johnson and Roy approached Walt about starting his own record label. He wasn't interested in that, because he was occupied with television, using television to promote Disneyland.

Then Davy Crockett appears on television and "The Ballad of Davy Crockett" becomes a huge hit for every other record label. So Walt says, "Okay, let's do a record label." And then Jimmy hires Tutti Camarata, who had worked with both Dorsey brothers, becoming Jimmy's lead trumpet player, arrangements for Louis Armstrong, Bing Crosby, Ella Fitzgerald, Benny Goodman...just everywhere. So they hired him to head up the label. It was about that time that Annette Funicello sang "How Will I Know My Love" on an episode of Spin and Marty. They're getting tons of requests for this record, and Tutti says, "I think she can have a recording career of her own, but I need to find the right song for her first single." And at this time, a guy named Mo Preskell, one of the sales reps for the label, heard a song on the radio in New York, sent a copy to Tutti, and that became Annette's first single, "Tall Paul." And to Tutti's credit, he didn't just take that Sherman Brothers song and go. He hired them to write more songs, which got Walt's attention. One thing led to another.

I joke that if Travers had said yes to Poppins back in the '30s or '40s, it wouldn't be the film we know now! Thank God she said no - how this progressed to become what I think is Walt's cinematic masterpiece. It's been an honor to be a part of bringing this out there.

If there is a downside to it all, Thornton says, it's that his friend Richard Sherman - who passed away this spring - sadly did not live to see the completed set. "I hadn't told Richard that this was coming," he sighed. "I wanted to surprise him. But unfortunately he passed before I was able to let him know. I told my boss that I regretted I wasn't able to let Richard know. He says, 'Well, he knows now.' I do wish he could have seen it. But all the important things - the Lost Chords, hearing Irwin's score in there - he was already aware of them."

But next to the Shermans or, perhaps, Walt himself, there may be no better advocate for Mary Poppins: The 60th Anniversary Collection than Randy Thornton - a man of talent and generosity whose 35-year journey shepherding the music from this classic film has proven as magical as Mary Poppins' carpet bag.

"I had no idea that that was going to be one of the mainstays of my career, from my very first credit all the way up 'til now.," he said. "Normally I don't like retreading the same old ground unless we can really offer something special. I never got tired of hearing this music. Every single version is different. But there was never any kind of fatigue. It's this glorious collection. If you're an old man like me, and you grew up with the original soundtrack, you get that. If you were a kid at the time, you get the kid album, too. If you're a teen, you'd get Louis Prima's album. The Lost Chords and demos, once you have a better understanding of how things work, you appreciate that on a different level If you love Mary Poppins and the songs, I think it's everything that you could wish for.

"Just as with everything I work on, I ask myself, 'Is this something I would buy?'" he continued. "This, without question, is. I've actually bought several copies for people!" If that isn't an endorsement of this box, let ours suffice: a reminder that, six decades and worlds of change later, music and films like Mary Poppins can inspire the imaginations of children the world over, now and forever - something that Thornton sees as his company's calling card.

"Disney music, more than anybody else, honestly, is so ingrained into not only American culture, but, you know, global culture," he said.
"It's part of everything. Everybody knows a Disney song. We have generations of people that want to share part of their childhood with their kids. Nobody has that like we do. And so [working with it] just became this kind of passion. Like the old saying goes: you end up doing something you love, you never work a day in your life. I am the luckiest guy in the world."

Mary Poppins: 60th Anniversary Collection is available at Amazon U.S., Amazon U.K. and Amazon Canada. As an Amazon affiliate, we earn from qualifying purchases.