Anastasia composers tell the stories behind the film's most beloved songs

Once upon a November, 20 years ago, Twentieth Century Fox released its own take on an animated princess film — Anastasia, a fictionalized account of the Grand Duchess Anastasia Nikolaevna, the last remaining member of the Romanov dynasty.

Since 1917 and the Russian Bolshevik revolution, rumors swirled that the youngest Romanov daughter, Anastasia, survived her family's massacre. In the 1997 film, Anastasia (Meg Ryan) is a young woman named Anya who suffers from memory loss, and, in her search for her family, is drawn into a plot to con the Dowager Empress (Angela Lansbury) into believing her granddaughter has been returned to her.

Upon its release, the film did well at the box office, but quickly gained a cult following of girls and young women who found a relatable, spunky, proto-feminist heroine in Anya. A large part of the film's indelible appeal is its soundtrack, composed by Lynn Ahrens and Stephen Flaherty, a Broadway songwriting team (Ragtime, Once on This Island) making their feature film debut.

With songs like "Journey to the Past" and "Once Upon a December," Ahrens and Flaherty penned anthems for a generation of women and captured the imagination of the audience with a collection of unforgettable tunes. Many of the songs live on in a new stage adaptation of the film, which opened on Broadway in spring 2017.

A little over two decades ago, lyricist Ahrens and composer Flaherty were working on developing a film for Disney when a former Disney executive who had moved to Fox contacted them about auditioning for Anastasia. Both had vague knowledge of the Anastasia legend and Russian culture when they began working on the film. "Once we started working on the project, we really did dig into the history of the Romanovs, what happened, the imposter who came claiming to be Anastasia and all of that, so the research was really wonderful. It gave us all these ideas for the movie," says Ahrens.

Flaherty says he was already a fan of Russian classical music when he began composing the songs. "When we were working on the film, we knew that it had to have Russian elements," he explains. "But we also talked a lot about that we didn't want it to feel like just this dry period piece that was set in one particular time. We wanted it to have certain elements of pop music because these are young lovers. We wanted the emotional life to be contemporary, but at the same time I was listening to a lot of the great Russian composers like Tchaikovsky, Prokofiev…I listened to a lot of Russian choral music because there's a huge tradition of Russian choral singing and that's something we littered into the score of the film."

Anya's first song, "Journey to the Past," launches her on the road to discovering who she really is and expresses all of her anxieties and hopes for the future — it's a traditional musical theater "I Want" number in its laying out the goals of the protagonist.

The scene of Anya embarking on her journey has a storied past of its own. Though only four writers were credited on Anastasia, Ahrens and Flaherty remember working with 13 different scribes and this particular moment was ghostwritten by Carrie Fisher. "Princess Leia wrote that scene," jokes Flaherty. "It was interesting because they really wanted to get into the psyche of Anya."

"Journey to the Past" was only the second song Ahrens and Flaherty wrote for the scene. The first version involved Anya singing a song while riding a bicycle. "It's an interesting thing about songs. If you don't have to discuss them, you know it's a hit and if people have thoughts about them you know you haven't quite hit the bullseye," says Flaherty. "This is a song that really felt absolutely right and the idea of not being on a bicycle, not being on the journey yet, but on the cusp of the journey that was crucial to creating the song."

"Every song in the movie certainly had a number of predecessors that either fell by the wayside for one reason or another, or just didn't seem quite right, but that song for some reason, there's something about the way the vamp starts, that sparkly little vamp and it embodies hope and fear and those are universal emotions that every woman, everybody feels as they step into their lives and take control of their lives and know that I'm at that no turning back moment in life," recounts Ahrens. "Somehow that song just seemed to capture it and everybody knew it the minute we played it for the powers that be."

"There's something about trying to create something musically that represents both excitement and fear," adds Flaherty. "And then ultimately you work through it and by the end of the number, it's quite a powerful statement."

The song went on to become the most enduring number from the film, described in The New York Times as the "'Let It Go' of the '90s." R&B star Aaliyah recorded a version that became the second single off the film soundtrack, and the song has since been recorded in more than 31 languages. It also garnered an Oscar nomination for best original song, but faced stiff competition from Titanic's "My Heart Will Go On." Still, both Flaherty and Ahrens say hope sprung eternal until the moment the winner was announced and the experience of being nominated for an Oscar on their first film was a "fairytale." For them, the song's legacy is more important than any award. "The fact that the song has endured and is now reaching a whole new audience on Broadway is a reward in itself," says Flaherty.

The other best-known tune from the film is "Once Upon a December," the lullaby inside Anastasia's music box that is part of the key to unlocking her past. The song was one of the first two the pair wrote for the film as part of their audition.

"The very first script that they gave us, something that excited me as a composer is that it read like a thriller, it read almost like a Hitchcock mystery," remembers Flaherty. "I thought to create a theme that represented these things would be central to the film and the idea of it beginning with the music box, which is the central image in the picture, it really started from there."

Ahrens says the idea of starting with the music box actually came from the film treatment's fake title, "The Music Box," which tipped them off to the centrality of the object in the plot. "We needed a very evocative theme that sounded haunted, that sounded beautiful, that sounded like Russia. And it started with the music box. So the song sort of wrote itself," says Flaherty.

In addition to providing the melody to Anastasia's music box, the song becomes a musical number that erupts into a waltz with ghosts from Anastasia's past, including her father, Tsar Nicholas II. "There's something about the circular motion of the music box, you make a circle when you wind it up, the figures dance in a circle," explains Flaherty about his decision to write a waltz. "There's something about this circular movement that suggested to me three-quarter time, that suggested a waltz, that also suggested an earlier time."

The imagery of the onscreen waltzing ghosts was actually devised as a result of Ahrens and Flaherty's songwriting. "We did background vocals and all the ghost voices, the animators just loved that and they started envisioning all these ghosts flying out of the walls of the old haunted palace and surrounding her," says Ahrens.

Beyond that scene, the lyrics themselves are highly evocative of the opulence of Imperial Russia. "When you look at the Romanov dynasty and photographs of the glory and the grandeur and the jewels and the golds and the inlaid everything, it conjures up all these images in your mind," remembers Ahrens. "When we did the songs for the movie, the songs came first before the animation, so they were actually drawing pictures to our existing songs. And 'dancing bears, painted wings,' I was envisioning winter images — horses prance through a silver storm, engravings of those Russian dancing bears, the eagle, the symbol of the Romanovs and all of that stuff. Just from research those images started to come into my mind and I thought they would be all engraved on this beautiful little porcelain and jeweled and gold music box . . . It was very fun to be the motor for the animation. From our imagination they began to draw stuff and that was really exciting."

In an absurd bit of trivia, these winter images and haunted memories that produced so many beautiful pieces of animation were concocted during a heatwave in New York City. "We're thinking winter imagery and sweating like crazy," jokes Flaherty. "Even though it's 95 degrees you have to imagine what it feels like in Russia during the winter and it's challenging, but we loved the melody instantly and it seemed absolutely right — and the fact that it was written in New York City in a heatwave is just sort of our little secret and part of the fun of writing the song."

In total, the film had seven musical numbers (including one reprise) that were a part of the storytelling. "Learn to Do It" has the challenging task of condensing all of Anya's lessons on becoming the Grand Duchess Anastasia (and the group's travel from St. Petersburg to Paris) into a single musical number.

"Lyrically, it was really fun. I just wanted to do one of those crazy Danny Kaye numbers where there are a million facts per square inch that they're trying to cram into her brain," says Ahrens.

The number includes a litany of complicated Russian names (and their sordid pasts) that Anya must memorize, most of which Ahrens says are actual members of the Romanov family or influential members of the Imperial Russian ministry and court. "Cramming in as many facts as I could and making things rhyme, I just love that kind of little word puzzle where I try to take people who actually were on the Romanov family tree and musicalize them," says Ahrens.

"The mandate that came down from the studio head is 'I want a song that people can sing along with,'" remembers Flaherty. "They said we just need something really, really catchy that people could sing like 'The Rain in Spain' [from My Fair Lady]," adds Ahrens.

"You had to create something that was so catchy, that had such a high profile and memorable hook that the second time it came around, you could potentially sing along with the characters," says Flaherty. "That's why the idea of 'Learn to Do It was actually a quite simple hook and the verses were crazily complex. There was a real sense of play."

The song also has a reprise, slowed down to three-quarter time with a more romantic feel, as Vlad (Kelsey Grammar) realizes Anya and Dmitri are falling in love. "It just gives us a little in to Vlad's heart," says Ahrens. "Sometimes you get lucky and a song you've written you suddenly think, 'Oh gosh this would be a wonderful reprise in a whole different meaning,' and this is one of those lucky accidents."

Twenty years later, the popularity of Anastasia and its soundtrack endures, with many of the film's songs adapted for the stage in the Broadway musical and a host of new numbers added to flesh it out into a full-length stage production. Though Ahrens and Flaherty say they longed to bring the work to the stage ever since the film was made and give it a slightly more historically accurate, mature take, they didn't realize how much the film meant to people until bringing the musical before an audience.

Ahrens says they were blown away to see full-grown women in the audience dressed in gowns and tiaras and in tears, a testament to what an empowering heroine like Anastasia meant to a generation of girls. "You're very divorced from the audience itself until you get a project to the stage and then you see the real people in the audience and how they're reacting," she says. "It's very moving to us to know that we created something . . . we hold that close."