Thoroughly Modern Millie: A Rough Guide For The M.D.

May 13, 2011


1) Listen to the Original Broadway Cast Recording

2) Read the script. It took me about a half an hour

3) Set aside an evening, pop some popcorn and watch the original Julie Andrews Movie. You can do it if you set your mind to it. And then you’ll be able to speak intelligently about it and not just say what everybody says, which is, “What a weird movie.”

4) Read the following interviews:



from BROADWAY YEARBOOK 2001-2002


Millie: Needs to be a very strong belter/ dancer with a sustained belt 3rd space C, preferably a charming and funny actress.

Priscilla Girls: Need to dance a little, be able to hold harmony, especially middle part. Not for the life of me Tag, measures 68-69, measures 77-78 are particularly troublesome for the middle part.

Dorothy: Very traditional legit soprano ingénue.

Trevor: Needs to be able to do patter well, the high G in ‘Falling in Love’ can be floated or rewritten if you have to.

Jimmy: High tenor, charming, needs a strong G above the staff.

Muzzy: In the OBC, she is African American. Casting it this way makes the stepmother line at the end funnier. You could cast a soulful girl of any ethnicity. Needs to be warm, maternal, and have a fantastic 3rd line B.

Flannery: Character part, needs to make funny faces, belt a C, some tap (could be comedically awful tap, I suppose) comedy chops.

Meers: Probably should not be Asian. She is supposed to be doing a sort of racist caricature. Lowest belt role in the show, only needs to belt Bb.

Ching Ho, Bun Foo: The fellows who have to speak Chinese need to be especially dedicated. They’re small roles with a lot of prep work. The materials come with dialect recordings so that they can speak the Chinese, and they also have a fairly straightforward 3 part harmony to learn. Mostly, though, it’s all that Chinese.

Priscilla Girls: Need to be able to hold 3 part harmony, dance a little. I requested 6 from my director, so that the parts could be evenly distributed. I only got 5, so I had one girl on the top part, and 2 on each of the others. You could also have 9, but I think if you only have 3, you don’t have enough girls to distribute the lines to, and 12 is really too many.

A few things to note about the Music Director’s Materials:

The Piano Conductor Score is very hastily assembled and contains quite a few errors. (more than normal for this kind of book) A great deal of care obviously went into the orchestra parts and the piano vocal score, but the Piano Conductor Score, which combines piano pit parts in bold and the cues for all the other instruments in a smaller type needs to be read with a grain of salt. Having edited scores like these using music notation software myself, I know the cutting and pasting procedures that make sloppy scores like this one if the editor doesn’t carefully go back over his work. Cues appear in the wrong measures, with the wrong instrumentation, and with extremely poor enharmonic editing, which makes those parts quite difficult to read. They’re not unplayable, like the Dale S. Kugel reductions, but Kugel’s reductions are at least accurate. These are inaccurate, and unnecessarily difficult to read, because the chords are frequently mis-spelled. Some of the chorus parts do not even make it into the score; you have to look elsewhere to figure out what the chorus is singing during the “Speed Test”. There are also very few metronome markings and tempo markings in the Piano Conductor Score, which is really a bummer. You start a number and think, “How fast is this again?” and the score is no help. Unfortunately, if you’re conducting from the piano or from the podium, it’s the ONLY choice you have; the piano vocal score does not indicate who plays what, and you need to know that in order to cue. Take some time to compare the piano vocal score with the Piano Conductor score and copy in the necessary information page by page.

What follows is a list of the things I found wrong in the Piano Conductor Score and in the parts: There may be more, but these are the things I caught while M.Ding the show.

5B page 60. Misleading line ends the 5 bar scene change with a phrase that occurs way into the scene. Just cross it out.

Speed Test Page 80. The cues in the top staff of 84 and 88 are wrong. The notes are copied from the previous measure, and don’t actually appear in the parts. The chorus parts do not appear in this number at all. Refer to the vocal score or the vocal book to see where they go.

Page 89 Score is good, but there’s a misprint in Reed 2, measure 187, beat 3 should be F natural.

Page 97, missing cue notes in 13 and 14 for Meers Music.

Page 107, measure 12, not saxes. Clarinets.

Page 108 missing tempo marking at 28

Page 110 Clarinets soli, not alto.

Page 115, measure 98, clarinets soli, not saxes.

Page 119 there is a tiny Go! at the top of the page which is an accelerando.

Page 126 clarinets enter in 37, not 38.

Page 136, 11B is good, but tell Reed 2 that measure 4 is quarter, quarter half, not quarter, half quarter. Or you’ll have some strange stuff going on between the clarinet and violin.

Page 138 incomplete information in measure 6. What chord is that?

Enharmonic misspelling of D# to eb in measure 7.

Page 143, Trumpet entrance in measure 46 belongs in measure 45. (!!!)

Page 164 measure 55 F#7 chord very badly misspelled in the cue staff.

Page 173 in the Entr’acte, around measure 46, the reed 4 part says to move to Bass Clarinet, but that’s a misprint. It should stayBari.

Page 241 courtesy F# needed in the vocals at 15.

Page 249 measure 92 is Millie. So is 98.

Page 259 the left and right hand step all over each other from 10-21. If you’re comping from this page, play only the left hand.

Page 264 reeds very badly spelled measures 67-70. A mess.

Page 275 measure 2 marked clarinets. Actually Saxes.

Page 282 measure 13 Right hand completely wrong. Refer to the vocal score for a better read.

Page 300 parts are marked in cut time. Score is marked in 4. Which is why 102 on the next page is marked In 4, even though it looks like you were already in 4.


2 Not For The Life of Me had a cut in the original cast recording and in the original production from 62 through 72. If you choose to do the number as written in the score, make sure you’re not rehearsing with the CD, or that people know there’s an extra verse there.

3 Thoroughly Modern Millie

When you start learning the various versions of Thoroughly Modern MillieNOW!, start right away teaching the different lengths and cutoffs.

The chorus is voiced very interestingly. It seems like somebody was trying out a particular sound. You’ll see a lot of 3 part writing in the men’s section and 2 parts in the ladies. And that seems complicated to teach until you look closely and realize that the high tenor part is identical to the alto part. Consolidate parts and save yourself the time. Maybe with pros, that high tenor sound combined with belting altos really gets ‘em going, but in most places, it drags guys out of the parts where they need strength in numbers

4 Not For The Life Of Me Tag

The Priscilla girls have some 3 part harmony (branching out to 6 parts at one point) in Not For The Life Of Me Tag. It’s mostly Andrews Sister stuff, with some tricky jumps and a modulation that needs to be run many times to pull off naturally. The cast recording is super fast, but you don’t need to take it at that quick a clip to pull it off well. When I taught measure 86, I made all the girls sing all the notes at first, then made them stop on the notes I wanted them on, then made them only sing the note they’re on.

5 How The Other Half Lives

Make sure the number has a relaxed tempo. It tends to speed up. When it gets too fast, the dialogue section is rushed and sounds awkward.

5A How The Other Half Lives Tag

If the elevator scene looks lame, you can cut mm. 10-17 so it doesn’t go on forever.

7 The Office Crossover

This is a fun number, but ask your choreographer if he/she wants to choreograph it before you work on it with your student pit. I bet it gets cut. We started in m. 17 and ended on the downbeat of m. 28

8. The Speed Test

Pace yourself. StartTOOslow, then work your way up GRADUALLY. If you don’t rush, each section will seem faster than the last. If you get carried away too early, you’ll have nowhere to go, and things will get sloppy.  Let Graydon choose the last tempo himself. Make sure the “Dear Mister Hudsons” are actually in rhythm with the orchestra from the first rehearsal, and be sure to attend the rehearsal when they start choreographing measures 105-112. Use the vocal score to figure out what the chorus is doing in this number, not the Piano-Conductor Score (see error list) The original cast recording has some mistakes in the vocal line. Teach it to them and tell Graydon not to listen to the original. Or live with the mistakes; your call!

 9. They Don’t Know is a tricky number. My Meers pulled a copy of the song from the internet to run with her teacher, and we couldn’t figure out why she was having so much trouble when I played it for her. We finally discovered that her version was a transposition from a national tour and was a 4th (!) lower. The song changes keys every 4 bars or so. Not hard vocally, but needs a pretty good ear. We coordinated the door slams at the end of the previous scene with a rimshot in the tempo of the song, and after the last door, the bass clarinet starts the tune. Nice effect.

10. The Nuttycracker Suite is awesome. Really fun stuff. Measures 28-41 make a nice SAB voicing. At 113 that 3rd trumpet solo is rough. Make it a 2 bar drum solo and let your drummer set the new tempo. Works like a charm and saves you a lot of rehearsal.

In our production we had a light for the flash in the subsequent scene that I ran from a switch at my music stand. I just copied the pages of dialogue from the script and flashed at the appropriate moments. My pianist played a flash sound effect from her keyboard. Then I counted off 10A and did the last 5 flashes as they appear in the score. We found this was more foolproof than running it from the booth.

11 What Do I Need With Love is a terrific number. Listen to the cast recording and get the tempo changes in your head. You need to just know them, you don’t have time to think of them.

11A Morning Music is unnecessarily difficult. It doesn’t really work right under the scene and the guitar part is a little tricky to coordinate under the celeste. You might cut the celeste and guitar out entirely and just leave the violins, but they’re in a very un-violinistic key for the first 4 measures. You could also start in measure 5, or even play 5-8 twice and then go on. Find an option that doesn’t take too much of your rehearsal time; it’s only a minor transition after all.

12 Only In New York is not at accurate to the score on the recording. My philosophy about this kind of song is to learn it note-perfect, then deviate tastefully when you’ve got it the way it says to do it. Learning this number from bootlegs of the show or from the original cast recording only makes the singer copy the improvisations of a particular singer, which is not teaching them anything about how to find their own approach. This number also needs a slow build: Hold it back as long as you can. By the way, I’m pretty sure measure 6 is an E minor chord and measure 7 a B7 chord, if you’re reading from the Piano Conductor Score

12 A/B Muzzy’s Dance Party is a tough balancing act. Your players need to play loud enough that the dancers can hear you, but not so loud that they drown out the dialogue. It’s a big pain. Also, keep an eye on the dance rehearsals. The numbers are set to be done at a certain tempo in order to time out correctly with the dialogue, and if they are choreographed too fast or slow, you’ll wind up cutting or repeating big sections.

13 Jimmy This number needs toLAND for the show to work, there’s no way around it. An under-equipped Millie will be most awkward in this number.

SIDEBAR: JIMMY (as written in the stage play) and WHAT DO I NEED WITH LOVE are structural pillars which employ similar compositional techniques. Both characters are of two minds; Jimmy wants his playboy lifestyle and has fallen in love. Millie wants to marry her boss and has fallen in love with someone else. At the beginning of both of these numbers, the characters veer back and forth between legato, lyric melodies and frenetic nervous ones. A good performance shows the character grappling with these conflicting styles.

Once you’ve reached measure 32 of JIMMY, the melody has gotten to a wistful and sweet place, and I prefer to hear more head voice in the mix. The chestier sound would come in around measure 76. I think there’s a musical justification in this; JIMMY is one of the few numbers I can think of in which the final B and A after the instrumental break modulate DOWN instead of up. Why would Tesori do that? It seems anti-climactic. On the contrary, the higher key at measure 32 is more conducive to a lighter vocal registration, to indicate that Millie is completely in an idealistic infatuated mental state. For the big finish, I think the audience is meant to see that Millie has made up her mind to ‘go after him’ as it were, and a chestier ‘belt’ registration delivers that quality. The lower key puts the high note of the section on the 3rd space C, which belters can usually deliver thrillingly. Note that the last time through this part of the tune, we had a D#, which is really too high for many singers to be singing with a full belt. Work the number carefully to build to that last C, and you’ll have a terrific act 1 closer.

As far as the pit goes, the important opening staccato chords in the clarinets are in an awkward part of their range. Spend some time making it as clean as you can.

15 Forget About The Boy This is only a difficult number in a couple spots: 65-72. (you can leave out #10 without too much difference) and 135-148. If you want to avoid 135-148, there’s a good cut: Play 120, cut 121-150, play 151 to the end. If you’re not careful, this number can turn into just a big scream-fest. Observe the dynamics and the payoff is much stronger.

 16 Ah, Sweet Mystery/Falling in Love The double dotted eighth-32nd pattern is funnier when done correctly. Measures 8 and 9 are hard for the strings, very difficult gypsy violin solo at 36 and 37. Marc Kudisch is wonderful in the original cast recording, but he does go sharp at 54-55, don’t let your Graydon do that. There are other harmony choices for high-note-challenged Graydons, don’t be afraid to find them.

17 I Turned The Corner The opening needs to be pretty quick, half note should equal around 100. If you didn’t hire all the violins, a pianist is going to have to play the eighths in the first 8 measures. To avoid carpal tunnel syndrome, the pianist can simplify that by alternating the top two notes and the bottom note instead of playing all 3 for every eighth. At 129, if you coach them right, the unison  sounds like one person, which is a neat effect and kind of a metaphor, don’t you think?

18 Falling in Love (Reprise)

This number can be really spectacular if well rehearsed. There’s no indication for the drummer that the number shouldn’t be swung. You might tell him that, so he doesn’t mess up the groove with swung eighths. Clean cutoffs and entrances are crucial here.

19 Muquin

Foolproof. Sing the harmony right and this number knocks their socks off.

20 Long as I’m Here With You The men at the beginning have some 3 part harmony. It’s virtually the only difficult part for the men of the chorus in the whole show. It is possible to give this harmony to women, down the octave. You have to be creative to get it to work in the tag at the end, but even that is doable. It might make sense for your group to do it that way. We wound up making the opening a solo for a guy in a tux, which also worked well. There are also cuts to be taken in this number if it becomes interminably long. Get your actors to wait until the trumpet solo at 56-59 is over before starting the scene. (or cut the measures) Tell the drummer to lay out at bar 80, but keep the guitar playing. Give your drummer a strong cue for the fill at 101.

21 Gimme Gimme

Another slow build. At 23 the articulation is counter-intuitive for the reeds, who want to play staccato, tenuto, tenuto, staccato. It’s all tenuto. Don’t speed up too early. It’s a marathon, not a sprint. And get your Millie to go easy until at least 83. It’s another number that shows whether you got the right Millie.

21A Gimme Gimme Tag Possible to cut 9-13.

22C Zazu Rosy Smevmen Plan to rehearse this with the scene. If you don’t get the chords lined up, you have only yourself to blame.

23 The Speed Test Reprise There is a fuller harmony available at 17-18. Just assign the notes of the D major chord to whoever you like. Also make sure Meers doesn’t paraphrase the speech that leads up to this number; it spoils the effect.

24 Ah, Sweet Mystery Reprise I think most people will have no trouble pulling the D# out of the air, but if you do have trouble, put a pitch pipe backstage.

25 Finale It’s not marked in the score, but the melody at 19 should be assigned to a sub-section of the chorus. Talk to your director about the staging of this number so you get good sight lines.

26 Bows should be staged as written. Not to do it is just foolish. At measure 77, the new quarter is the old half. Tell your group this before you run it. Accelerando at 156, slowly speeding up until by 173 you can just switch into cut time. For some reason, this was a really unnatural transition for all my players.

27 Exit Music I found the exit music a real downer, so I told my group to go back to 26 and play it again. And then for fun, the whole pit sang MILLIE in measures 185 and 186. Might also be a good place for a sound effect like a whistle or gong or something.


You must have a drummer, a pianist, and a bass player for this pit.

Millie is a dance show, and requires an excellent rhythm section. If you can’t get these players, pick a different show.

If you have more money, add:


Reeds 1-3


The banjo really nails the time period, it suddenly sounds authentic.

If you have more money than that:



Reed 4

After that, hire:

Another Violin or 2



And the rest of the brass section.

Don’t bother using the percussion book. It’s full of mallets, which make the show sound more like the Joe Papp Pirates of Penzance from the 1970s than the Jazz-Age sounds it’s supposed to evoke. My drummer pointed out that the book is full of vibes, which hadn’t even been invented when this show takes place. That’s not a jab at the orchestrator. The original orchestration is very effective. You just don’t need that book.

My pit was:





Reeds 1-4



Violin 1

We made a great sound. I didn’t really miss the horn, the harp, the cello, the percussion, or the other violins. We did have some trouble keeping under the dialogue during Muzzy’s Party, but the brass used mutes, and the drummer switched to brushes.


  1. Mate, you’re a legend. In the middle of MDing this at the moment- thanks for the brilliant insight.

  2. I have a question- how did you voice the three part split in Muquin? Meers can’t take the lowest part because it’ll bottom out.

    • Meers sings the top line, only down an octave as normally notaed for women. So for example, at 41, Meers sings the F# above middle C. The guys sing the D above middle C, and the A below. Imagine the part written for men in the treble clef, and then have Meers sing the highest note of each chord. Does that make sense?

      • Yes! Thank you. I figured it would be a ridiculously simple answer that I was missing. Also, thanks for this blog post. You’ve been a great resource!

  3. This is so wonderful! I hope that you update your blog with notes from all your shows! 🙂 I have a question – in searching the internet, it seems that many groups use the song “Gimme Gimme” to audition Millie. What do you think?

    • Gimme Gimme is a great choice for a Millie audition side. It shows a lot of the things you need from Millie, and it’s one of her biggest moments in the show, if not THE biggest moments. I think I used the end of it in the callbacks, and let people bring in whatever they liked for the initial audition. Best of luck to you!

  4. One more note about this show – our small private high school doesn’t have a choir, yet we do a large scale broadway musical every spring, and they’re pretty good! Live orchestra, sets, lights, costumes…but I have to be pretty creative to get them to sing it well (including miking the few who can actually sing the harmony parts.) For this show, I’ve spent some time making rehearsal recordings for every part by scanning the libretto, saving as pdfs, and dumping them into Sibelius. Then I separated the parts and saved them as separate mp3s with each part louder in the mix. WOW! It’s so great! I LOVE technology! (I’ve always made them rehearsal recordings, but it’s just me plunking out their part on the piano…this is so much better for them to be learning it while hearing how it fits with the ensemble!) I’m willing to share those with other directors if interested. Just email me: band (at) linfield.com and I’ll email the mp3s!

  5. Hello, Peter!

    Thanks for all the work, thoughts, and consideration you are putting into your blog! Your blog is the first blog I’ve ever followed. Must be a lot of work…

    Have you written a rough guide for “Oliver”?

    Best regards, Trond.

    • Glad these things are useful. They’re certainly helpful to me when I have to go back and do a show. I don’t remember all these things myself!

      I only write these when I just finish Music Directing a show and all the issues are fresh in my mind. I haven’t done Oliver recently, unfortunately. Expect my Drowsy Chaperone guide coming up soon, as soon as the production I’m working on closes. What a fun show!

      Good luck to you!

  6. […] in Thoroughly Modern Millie, the men’s parts are generally divided into 3 parts, where the women are only divided into 2. In […]

  7. I googled ‘Dale S. Kugel’ and this was the first result. Reading his Wizard of Oz rehearsal piano score now Yes, accurate. Completely and utterly unplayable.

  8. Hi Peter,
    This is really useful – thanks heaps. I’m putting together a pit orchestra for this show in our school with mostly kids covering parts. None of my reeds double which is a pain and some of them aren’t very strong. Any rough idea on how much of the reeds is sax, flute or clari would be appreciated and does it really require 3 sop saxes??
    I am hoping to farm out a few pieces to some weaker players but don’t want to give them a whole book to learn. If the budget wasn’t an issue I’d be hiring… but that is another story.
    Any thoughts would be helpful.

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