Hollywood history is littered with tales of out-of-control film productions marred by clashing egos, countless script rewrites and spiraling budgets that go on to become box-office flops and critical disasters. Less common are stories of troubled productions that result in great films. Tootsie (1982) falls into the latter category. The film originated as two different projects: a screenplay called Would I Lie to You? by Don McGuire about a hungry actor who lands a job on a TV soap opera after disguising himself as a woman; and a budding concept from actor Dustin Hoffman and playwright Murray Schisgal about a tennis player who gets seeded at Wimbledon after he pulls off the same trick. Hoffman’s inspiration stemmed from his experience on the Oscar-winning Kramer vs. Kramer (1979), portraying a single father playing both mom and dad to his young son, and also from the high-profile case of tennis player Renée Richards, who had undergone sex-change surgery in 1975. McGuire designed his screenplay (later rewritten by Robert Kaufman) as a vehicle for Warren Beatty and Buddy Hackett. Producer Charles Evans, brother of Paramount executive Robert Evans, picked up the McGuire-Kaufman script and pegged Dick Richards to direct. After Kaufman left the project, Charles Evans had director Richards show the script to Dustin Hoffman. Since Schisgal and Hoffman had never really licked the tennis player concept, they agreed that the structure of the McGuire story had more potential as a comedy. But Hoffman had always seen a serious concept at the heart of the story about the value of a man discovering his inner femininity.

Tootsie was to be the first film of a three-picture deal Hoffman had made with Dick Richards, whose previous film had been March or Die (1977). Before long, however, Richards marched off the project—and director Hal Ashby (Harold and Maude, Being There) stepped in, with veteran comedy writer Larry Gelbart polishing the screenplay. Gelbart met with Hoffman for a year working out ideas for the story, by which time Ashby too had left the project due to delays on his previous film (ironically titled Lookin’ to Get Out). Director Sydney Pollack jumped into the breach and began working with Gelbart and Hoffman, despite the fact that he had never worked on a comedy before. This proved to be a blessing in disguise—when Hoffman had to talk Pollack into doing the project, the actor stressed the story’s serious underpinnings, something that Pollack himself insisted on magnifying for his own investment in the picture. Gelbart eventually fell off the project and Pollack brought in writer Elaine May, who added a great deal of the story’s comedic complications as well as introducing the characters eventually played by Bill Murray and Teri Garr.

There would be five different drafts of Tootsie’s screenplay, with additional passes by Barry Levinson and Robert Garland (among others). Yet none of the completed drafts satisfied both the desire of Pollack and Hoffman for a movie that had something to say about gender roles and the studio’s desire for a funny, commercially successful comedy. With a shooting date approaching, Pollack took his own stab at the script, gathering pages and sections from all of the competing drafts to create a 129-page screenplay.

Even a completed script and commencement of shooting did not solve all of the problems. Hoffman took voice lessons to prepare his vocal chords for his female alter ego, whose appearance required a painstaking combination of makeup, special glasses, a four-pound prosthetic bust line, and other padding. An artificial “face lift” clamped the skin on Hoffman’s scalp underneath a bouffant wig to make his face appear more streamlined and feminine, and he wore a dental appliance that gave him longer, thinner teeth. Despite heavy pancake makeup, Hoffman’s beard growth would become apparent after only four hours of shooting. Days of having to be in makeup by 6:30 A.M. took its toll on the actor.

Hoffman and Pollack also continued to work out the concept, resulting in periodic heated discussions while production stalled. Those arguments led to a beneficial development, however. Pollack originally cast Dabney Coleman as “Dorothy’s” agent, but Hoffman now urged Pollack himself to take the role, insisting that he needed Pollack’s position as an authority figure for his motivation to take desperate measures to further his acting career in the story. Against his better judgment, Pollack agreed, shifting Coleman to the role of a sexist soap opera director while he took on the role of apoplectic agent himself.

By now the film called Tootsie (a title suggested by Dustin Hoffman, as it was the name of his mother’s dog) was a major production with a complex story and a high-profile cast. Hoffman plays Michael Dorsey, a “difficult” actor and acting teacher—as well as Dorsey’s alter ego, the feisty, proper and perceptive Dorothy Michaels, who lands a role on the soap opera Southwest General and begins to dominate not only the soap’s storylines but national attention with her assertive yet charming attitude. Teri Garr plays Michael’s hapless and high-strung female best friend and would-be girlfriend (Elaine May recommended Garr for the role) with Bill Murray as Michael’s playwright roommate, Jeff. Jessica Lange plays Julie Nichols, a female lead on Southwest General who befriends Dorothy (while Michael begins to fall for her), and Charles Durning portrays Julie’s old-fashioned father, a widower who in turn develops a thing for Dorothy. While Michael is at first thrilled with the money and attention Dorothy receives, his growing interest in Julie and the thought of working under a long-term television contract in drag make him begin to look desperately for a way out of Southwest General. In the weeks leading up to Tootsie’s release, media reports focused more on the film’s troubled production history and ballooning budget than its story and stars. The film’s official budget was $22 million but unofficial reports pegged it at well over $30 million—the cost of Return of the Jedi a year later. While ample precedent existed for successful cross-dressing comedies—Some Like It Hot remains one of the most beloved films of all time—no one knew whether Dorothy Michaels could win over a 1982 audience.

Pollack and Columbia Pictures executives even downplayed one of the film’s potential selling points in order to avoid misleading the audience: Bill Murray had enjoyed a string of hits with Meatballs, Stripes and Caddyshack and was a guaranteed draw with a young audience, but he agreed to take his role in Tootsie without upfront billing and with no mention of his presence in the film’s pre-release publicity. Tootsie represented Murray’s first bid for “legitimacy” in an A-movie release.

The film’s producers had every reason to worry as Tootsie prepared to storm theaters a week before Christmas in 1982—but the picture became an instant critical and commercial smash, earning $116 million and making Hoffman’s turn as a female into exactly the same kind of cultural phenomenon Dorothy Michaels becomes in the movie. Solid gold as a comedy, Tootsie also managed to achieve Hoffman’s and Pollack’s ambitions of casting light on gender roles and the ways in which women must maneuver to maintain status and power in society. Academy voters nominated Tootsie for 10 Oscars, including Best Picture, Best Director, Best Writing (Screenplay Written Directly for the Screen), Best Actor, Best Actress, Best Supporting Actress, Best Film Editing, Best Cinematography and Best Sound. Jessica Lange, who had been flummoxed by her inexperience with comedy during the shoot, won the award for Best Supporting Actress. Tootsie has since been ranked number two on the American Film Institute’s list of America’s funniest films, as well as the AFI’s 69th best film of all time.

Veteran composer Dave Grusin was a natural choice for Tootsie, as he had become Sydney Pollack’s regular collaborator on films such as The Yakuza (FSMCD

Vol. 8, No. 12), Three Days of the Condor, Bobby Deerfield, The Electric Horseman and Absence of Malice. Grusin had ample comedy experience, having recently worked on Heaven Can Wait, Murder by Death and The Goodbye Girl—and, lest it be forgotten, providing the underscore for Dustin Hoffman’s breakout performance in The Graduate. But Tootsie was something special. As farcical as its plotline was and as broad as some of its laughs were, at its core was a serious story, so the movie and its wide range of performances had to play as contemporary and realistic. While Grusin was more than capable of providing Tootsie with a conventionally orchestral score, he took the opportunity to distinguish the film by employing the modern and contemporary jazz fusion style for which he was known outside of film music. (He also performed at the keyboards himself during the recording sessions.)

Jazz fusion was a natural fit for Tootsie—upbeat, energetic and contemporary, but with a light touch of lyricism perfect for the surprisingly moving aspects of the story. Grusin was already an old hand at the genre, having recorded several LPs of his own brand of jazz fusion as well as contributing to albums of Quincy Jones, John Klemmer, Sadao Watanabe and musical associates Lee Ritenour and Harvey Mason. In the mid-1970s, Grusin had fashioned a unique electric sound in jazz that was immediately catchy, silky smooth and derived somewhat from the sort of music produced by Creed Taylor’s famed CTI label.

Grusin had earlier formed a production partnership with Larry Rosen, the drummer who appeared on the pianist’s 1964 album Kaliedoscope. Rosen had become an adept recording engineer, always eager to embrace the newest technological advances in recording arts, and someone who worked especially well capturing Grusin’s sensitively conceived musical frameworks. Beginning in 1972, the two collaborated on productions for Jon Lucien, Earl Klugh, Noel Pointer, Lee Ritenour and Patti Austin.

In 1978, Grusin and Rosen formed GRP, launching it under the auspices of Arista Records and releasing definitive fusion records by such budding talent as Dave Valentin, Tom Browne, Bernard Wright, Angela Bolfill, Bobby Broom (most of whom worked on Grusin’s subsequent soundtracks) and Grusin’s own historic 1980 jazz hit “Mountain Dance,” which was later used (as is) as the main theme for the 1984 film Falling In Love. While Grusin had long employed jazz in his film and television work, dating back to his themes for the late 1960s TV programs It Takes a Thief and The Name of the Game, he had introduced his unique fusion sound in such films as The Friends of Eddie Coyle (1973) and Three Days of the Condor (1975)—continuing to utilize it well into the ’90s with his terrific score to Selena (1997).

Shortly after Grusin tackled Tootsie, GRP became an independent entity in 1983. Buoyed by definitive releases throughout the ’80s by Lee Ritenour, Billy Cobham, Dizzy Gillespie, Gerry Mulligan, Chick Corea, Diane Schuur, David Benoit, Patti Austin, Gary Burton and Grusin himself, GRP Records went on to become the most successful jazz label of the day, ushering in an era of smooth jazz that remains as popular as it is reviled, even today. Grusin himself produced some of his finest jazz work for the label, including the enormously popular Night-Lines (1984), Cinemagic (1987) and Migration (1989). GRP was also home to Grusin’s more jazz-oriented soundtracks The Fabulous Baker Boys (1989), Havana (1990), The Firm (1993) and The Cure (1995). By the time Grusin and Rosen had sold their interests in GRP to Universal in 1990, GRP was the most powerful jazz label in the world and Universal allowed GRP to handle most of its jazz holdings throughout the decade.

Tootsie was one of the only projects where fans of Grusin’s few jazz records (Discovered Again, One of a Kind, Mountain Dance, Out of the Shadows) could find as much to enjoy as fans of Grusin’s film music. Grusin wrote three primary pieces of melodic material for Tootsie, used mostly across montages while letting the movie’s comedic dialogue speak for itself. His opening title music, “An Actor’s Life,” plays with a six-note theme for synthesizer and a gentle, falling motive for keyboard and chimes—music that establishes Michael’s rambunctious energy and drive while suggesting a softer side underneath. Once “Dorothy” is unleashed, Grusin provides her with a far funkier, rhythmically complicated piece of music (“Working Girl March”) for piano, keyboard, jazz ensemble, electric guitar and rhythm section. The score also includes several source cues (some jazz fusion, some not), including faux soap opera pieces that are so authentic they might easily have been tracked into any one of the leading afternoon dramas of the day.

For scenes underscoring the growing subconscious romance between Michael and Julie, Grusin wrote the third—and most famous—theme in the film, the song “It Might Be You.” The initial plan was to assign this number to an outside singer-songwriter: “Originally Dave and I talked,” director Sydney Pollack recalled, “and I said ‘we need a song,’ and Dave in his usual modest way said ‘well, maybe we should get some songwriters.’” During production, the filmmakers contacted artists such as Christopher Cross and Stevie Nicks, but none were able to accept the assignment. One issue was that the schedule did not permit them to coordinate their work on Tootsie with their own albums, a vital promotional consideration. Pollack finally suggested that Grusin collaborate on a song with lyricists Alan and Marilyn Bergman. The Bergmans were especially distinguished for their work on Pollack’s The Way We Were (with Marvin Hamlisch) and with Grusin had written the songs for Pollack’s Bobby Deerfield, sung by Victoria Michaels, as well as popular TV themes for Maude and Good Times.

“It Might Be You” may be most notable for what it is not: a song about a man disguising himself as a woman. Grusin and the Bergmans wanted to take a universal approach, something Grusin himself noted. “You could have a song about honesty, about friendship; falling in love; about being your own person,” the composer pointed out in Susan Dworkin’s Making Tootsie. Alan Bergman, interviewed for this CD, adds that the song focuses on Hoffman’s character of Michael rather than his alter ego Dorothy. “What the song addresses is his inability to make a commitment,” Bergman says. “That was true when he was not disguised as a woman—that’s why it’s ‘It Might Be You.’ He’s still really on one foot, not wanting to commit. When the situation you’re writing for is a true one, then if you’re lucky enough to get an idea that will fit it like a glove, it should fit universally.”

Grusin and the Bergmans were able to coordinate with the film’s hectic schedule and complete “It Might Be You” (as well as a second song, “Tootsie”) on time. “When you work with people like Sydney and Dave there are certain shortcuts you can take and Sydney had shown us the movie in rough cut so we knew the characters and could approach it that way,” Bergman says, noting that Grusin completed the song’s melody before the Bergmans worked on the lyrics. “We prefer to write to melody. When the composer is scoring the whole picture there are things that he may need and for a lot of composers the lyrics are fences, and we prefer to let them write the best theme for the drama of the piece—and in this case the comedy—and we prefer to write the lyrics to the music.”

“It Might Be You” was performed by singer, songwriter and actor Stephen Bishop (known for his 1977 hits “On and On” and “Save It for a Rainy Day”). “Sydney and Dave were very happy with the lyrics and Sydney wanted someone with an odd kind of voice, someone you maybe couldn’t tell if it was a man or a woman, and Stephen Bishop had that feeling in his voice and did a very good job,” Bergman recalls. Grusin has noted, “The interesting thing about ‘It Might Be You’ is that this was written for a montage that told a story in three-quarters of a song that probably would have taken 10 minutes to talk about if it were straight acting and straight dialogue. This was amazing to me that it worked the way it did.”

The song became a signature of the film and a popular hit, spending eight weeks in the Top 40 and peaking at No. 25 on the Billboard Hot 100 chart in May 1983 (the song peaked at No. 1 on the adult contemporary chart for two weeks). It also received an Oscar nomination for Best Music, Original Song, but Alan Bergman says he had no illusions that he and his wife would pick up an Oscar at the 55th Annual Academy Awards. “That year I didn’t think we were going to win because Marilyn and I had written lyrics to three out of the five songs, so I knew we were going to lose. We had ‘How Do You Keep the Music Playing’ [from Best Friends], ‘It Might Be You’ and a song we wrote with John Williams for a Pavarotti picture [“If We Were In Love” from Yes, Giorgio]. But it was okay because two out of the three became standards. What’s wonderful about being nominated is it gives the song a platform it might not otherwise have had and gives it a certain amount of attention. So whether you win or lose, I don’t know what won that year [it was “Up Where We Belong” from An Officer and a Gentleman], but these two songs have outlived it.”

Since 1983 numerous other performers have recorded “It Might Be You,” including Alan Bergman himself, Roberta Flack, Charlie Haden with Michael Brecker, Andrea Marcovicci, Maureen McGovern, Houston Person, Diane Schurr, Walter Beasley, Patti Austin, Dave Koz and Dori Caymmi. Grusin covered the now-standard tune on his own albums Cinemagic (1987, along with “An Actor’s Life”) and Now Playing: Movie Themes—Solo Piano (2004).

The soundtrack to Tootsie has had only intermittent availability. Warner Bros. issued an LP (23781-1) featuring ten tracks that mixed seven selections from the original soundtrack recorded in Los Angeles in November 1982 with three source cues re recorded in New York during December 1982. The label initially issued Stephen Bishop’s “Tootsie” on a 45rpm single (Warner Bros. 29626-7) backed by Grusin’s “Working Girl March,” but found more immediate success with a single of “It Might Be You” (Warner Bros. 29791-7) backed by Grusin’s “Metamorphosis Blues.” The album appeared on CD in 1991 in Japan only (WPCR-2634) and has long since been unavailable.

This release of Tootsie issues all of the tracks (1–10) from the original LP (from the ¼’’ stereo album master) plus a bonus section (11–28) of previously unreleased selections from the original soundtrack (from ¼’’ stereo film mixes stored at Sony Pictures Entertainment).

1. It Might Be You (Theme From Tootsie) Performed by Stephen Bishop M163 The album begins with the end credits rendition of the film’s love theme, “It Might Be You,” performed by Stephen Bishop.

2. An Actor’s Life (Main Title) M11A/M11B Opening credits roll over a montage of the struggles of a working actor in New York City, Michael Dorsey (Dustin Hoffman) endlessly rejected professionally yet passionately teaching his craft to acting students. Grusin’s up-tempo jazz fusion is a masterpiece of tone—touching on optimism, melancholy and perseverance for Dorsey’s devoted yet combative personality, and laying down a light-comic atmosphere for the absurdities of the profession.

3. Metamorphosis Blues (It Might Be You) Instrumental M161 The film climaxes with Michael’s alter ego, “Dorothy Michaels,” unmasking herself during a live broadcast of Southwest General—after which Michael wanders Central Park distraught over his lost love, soap colleague Julie Nichols (Jessica Lange). A lonely instrumental of “It Might Be You” subsides into a mellow groove as he visits Julie’s father, Les (Charles Durning), who had fallen for Dorothy, in a bar to make amends. “It Might Be You” closes the cue on saxophone as he returns to Manhattan to look for Julie outside the soap studio.

4. Don’t Let It Get You Down This is the first of three source cues that Grusin re-recorded in New York for the soundtrack album (the others being tracks 8 and 9). “Don’t Let It Get You Down” is a mellow saxophone tune that is the second source cue heard early in the film at a birthday party for Michael.

5. Montage Pastorale (It Might Be You) Performed by Stephen Bishop M111/M101 Halfway through the film, Dorothy accepts an invitation from Julie to go upstate to visit her father. The comic potential of the visit—Dorothy hiding “her” gender, and Julie’s father Les becoming infatuated with Dorothy—is ignored by the score in favor of the love story: “It Might Be You” is introduced in the film and sung by Bishop over a montage conveying how much Michael is falling in love with Julie, even as he betrays her confidence by pretending to be Dorothy. The album reverses the order of the two source cues (separated in the film by the characters singing around the piano, not included on this CD).

6. Tootsie Performed by Stephen Bishop M53R The second song for the film performed by Stephen Bishop (with lyrics by the Bergmans) plays over a montage of Michael transforming into Dorothy before “her” first day of work at Southwest General. A Caribbean flavor and anthem-like refrain—“Go, Tootsie, go!”—suggests Dorothy’s freewheeling personality and the liberation Michael finds in portraying her. This is an extended version of the song recorded for the soundtrack album.

7. Working Girl March M33R In one of the film’s iconic images, Michael first appears as Dorothy walking down a Manhattan street on his way to audition for Southwest General. This is an extended version of Grusin’s film cue (track 15) recorded for the soundtrack album at the film sessions—a sassy up-tempo march that speaks doubly for Michael’s desperate career move and Dorothy’s soon-to-be-introduced outspoken feminist personality.

8. Sandy’s Song This is a New York re-recording for the album of an unused, mellow source cue meant to be heard in the apartment of Sandy (Teri Garr), Michael’s neurotic doormat of a girlfriend (see track 22).

9. Out of the Rain The final selection re-recorded in New York for the album is an up tempo, electrified groove that is the first music heard at Michael’s birthday party.

10. Media Zap Performed by Stephen Bishop M82 Grusin reprises the “Tootsie” song (again sung by Stephen Bishop) for a montage of Dorothy’s take-charge feminism on Southwest General becoming a media sensation, complete with magazine cover freeze frames.

Bonus Tracks

11. An Actor’s Life (Main Title, extended mix) M11A/M11B This is an extended version of the main title music presented in the mix made for the film itself, sans cuts made for the album.

12. Out of the Rain (film version) M22 This is the previously unreleased film version of “Out of the Rain” (track 9) heard at Michael’s birthday party early in the film; Grusin rerecorded it for the album.

13. Don’t Let It Get You Down (film version) M24 Similarly, this is the original film version of track 4, the second piece heard at Michael’s birthday party.

14. Sandy Auditions M31Grusin briefly reprises his “Actor’s Life” theme as Michael takes Sandy to audition for a part on Southwest General. Visit to Agent M32 The “Actor’s Life” music returns as Michael, learning of a Broadway part he has lost, races to see his agent. (The recording is also tracked into a scene halfway through the film, slated M100, as Dorothy and Julie travel upstate to her father’s farm.)

15. Working Girl March (film cue) M33 This is the shorter version of the “Working Girl March” (track 7) that appears in the finished film.

16. Russian Tearoom M41 Grusin reprises the “Working Girl March” as Dorothy ambushes her (Michael’s) agent George (Sydney Pollack) outside a restaurant, to boast about landing a part (as a woman) on Southwest General.

17. Working Girl March #2 (film cue) M42 Preparing to appear on Southwest General,

Dorothy stocks up on women’s clothing and has a humorous encounter hailing a cab, scored by the “Working Girl March.”

18. I Want You M52 Sandy catches Michael about to try on one of her dresses. He gets out of the jam by proclaiming, “I want you”—she buys it and they go to bed, given a cheeky, soap opera-like organ tag by Grusin.

19. Tootsie (film version) M53P This is the shorter version of the “Tootsie” song (track 6) heard in the film itself, as Michael becomes Dorothy prior to his first day of work.

20. An Actor’s Life (film cue) M63 Grusin reprises the main title music for a montage of Michael, as Dorothy on Southwest General, finding professional success.

21. Sandy Cooks M72 This short, jazzy source cue is heard briefly during a cutaway to Sandy’s apartment from a scene between Dorothy and Julie (Michael has forgotten he has a dinner date with Sandy).

22. Sandy’s Song M73 Grusin composed this melancholy source cue for a second cutaway to Sandy, but the finished film uses “Out of the Rain” in its place.

23. Piano Source M91 Michael (as himself) attends a showbiz party at which he encounters Julie. A jazz piano trio source cue plays at a low level in the background.

24. Back to the City M112 “An Actor’s Life” briefly returns as traveling music for the journey back to New York City after the farm sequence in “Montage Pastorale” (track 5).

25. Invitation to the Blues M131 (Doris Fisher, Alan Roberts & Arthur Gershwin) Les comes to the city to woo Dorothy. They go out to a nightclub, where the live band plays this standard, to which Les insists they dance.

26. Red Sails in the Sunset M132 (Hugh Williams & Jimmy Kennedy) A second, slower source cue (another standard) plays as Les proposes to Dorothy; she excuses herself to “think it over.”

27. Southwest General Medley (Soap Play On #1 M61/Soap Play Off #1 M62/Soap Play Off #2 M71/Soap Play On #2 M81/Soap Play Off #3 M92/Soap Play Off #4 M151/Soap Play On #3 M152/Soap Play On #4 M153) This medley collects Grusin’s underscore for the soap opera Southwest General—short play-ons and -offs to bookend scenes. Amusingly, it recalls some of the composer’s own melodramatic scoring from the 1960s and ’70s—and even here, in a supposed parody, Grusin exhibits a gentle, understated touch.

28. Street Players M162 At the end of the film, Michael walks with Julie after finding her outside the soap studio (track 3). Grusin provides an ersatz light classical source cue for street musicians briefly seen in the background.

—Jeff Bond, Douglas Payne and Lukas Kendall