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"Imaginary Friends" (2002), with Swoosie Kurtz, left, on Broadway at the Barrymore Theater.Sara Krulwich/The New York Times

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IMAGINARY FRIENDS is a play by Nora Ephron, with songs by Marvin Hamlisch and Craig Carnelia. It was produced on Broadway in 2002, directed by Jack O’Brien. The show starred Cherry Jones as Mary McCarthy and Swoozie Kurtz as Lillian Hellman in a story about their famous feud.

“Marvin and I were excited by many of the song spots suggested in Nora’s script, which called for the songs to comment on or punctuate the action, and gave us the chance to do some old-fashioned tunesmithing, a craft we both grew up revering. Marvin is at the piano in all of these demos (with the exception of “Imaginary Friend”, where Michael Lavine is at the piano) and you also get to hear Marvin singing on a number of them.

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The recording of “Fig Tree Rag” heard here is from our original composers’ demo, with Marvin at the piano and the two of us singing. Marvin always chose to record demos at The Hit Factory, a large, state-of-the-art studio on West 54th St. I recall that for this particular session, we occupied a tiny area in the center of a cavernous studio usually reserved for large orchestras. It made no sense and yet, as most things did with Marvin, it felt just right.

 

“A Smoke, A Drink, and You”: we surprised our collaborators with this one, because instead of it merely serving as transition music as Nora had envisioned, we musicalized a whole 15-page section of the play which introduced the various men in Lillian and Mary’s lives. Our demo includes a good deal of Ephron’s fine dialogue, as the recording was meant to be a roadmap for our collaborators.

 

“Smart Women”: this song was cut after our out-of-town tryout at The Old Globe, before the show arrived in New York. Marvin and I always felt that the depth and soul it had brought to Act II were also lost with the cutting of the song.

 

“Imaginary Friend”: this Shirley Temple-style song opened Act II with Cherry and Swoozie singing and dancing with life-sized dolls played by Gina Lamparella and Karyn Quackenbush. I was surprised and very pleased when Cherry confided in me on opening night that she had found the key to her character in one of the song’s lyric lines: “All that lonely loneliness is through.” It is sung here by a super talented quartet of Holly Davis, Jessica Fontana, Happy McPartland and Emily Shoolin.

 

“I Would But I Can’t”: this song was a real stand-out in the show. It was written in San Diego for Harry Groener’s character. Jack O’Brien, who had started his career as a lyricist, gave us the title. Harry played all the men in Lillian and Mary’s lives. In Act II, fed up with the workload and the impossible task of trying to make Lillian and Mary happy, he frees himself from this responsibility.

 

“Words Fail Me”: written for Lillian and Mary to sing at the end of the play, this song was cut in rehearsal at The Old Globe, but it has always been a favorite of mine. And speaking of favorites, it is sung here by Lisa Brescia.

 

“Will It Matter At All?”: written for the same spot as “Words Fail Me,” this one made it through several workshops before being cut. Marvin loved this song, and you can hear that in his playing and singing here. Marvin’s exuberance was a delight to be around, whether he was cheering for his team at Yankee Stadium, sampling desserts at a new restaurant, or belting out a song at The Hit Factory.”

– Craig Carnelia

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© Craig Carnelia 2026
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