Director Brian Henson and songwriter Paul Williams discuss making the most beloved song ever left on the cutting-room floor.

The Muppet Christmas Carol

As many devoted fans know, The Muppet Christmas Carol has long been incomplete, even as Kermit & co.'s take on the tale of Ebenezer Scrooge (played by Michael Caine in the 1992 film) has become a perennial holiday favorite. The missing piece? A musical number called "When Love Is Gone," sung by Scrooge's fiancée Belle (Meredith Braun) as she realizes he no longer loves her.

Director Brian Henson (the son of late Muppets creator Jim Henson) reluctantly cut the song from the film at the request of then-Disney studio chief Jeffrey Katzenberg, who noticed young kids fidgeting through the emotional ballad at test screenings.

"[Katzenberg] never forced me to do anything, but he said, 'Do you see how antsy those kids are getting?'" Henson tells EW. "He's like, 'It's just a little too adult-emotional for little kids to stay connected.' [The movie] certainly plays well without the song, but I obviously preferred having the song in. I think it's good for kids to be pulled into deeply emotional moments, even if they feel slightly awkward about it when they're in a movie theater."

Ultimately, the VHS version of Christmas Carol included the song, but subsequent releases have, by necessity, left it out (more on that below). Still, Henson and songwriter Paul Williams treasure their memories of putting the poignant scene together.

"It's one of my favorite things I've ever written in my life, that song," says Williams, a longtime Muppets collaborator who co-wrote Kermit's Oscar-nominated signature tune "Rainbow Connection." Adds Henson, "It's Paul's genius, and it's Meredith Braun's performing genius, that make it such a lovely scene."

Read on for the story of how "When Love Is Gone" came to be — and why it remains, for now at least, consigned to the cutting-room floor.

The song

Williams, a former addict, poured himself into the songs for The Muppet Christmas Carol, which was his first major project after getting sober in 1990. He felt a powerful connection to the material, drawing parallels between Scrooge's experience and his own.

"The main character is this lost soul, but has a spiritual awakening, and I was in the throes of having had a spiritual awakening," Williams tells EW. "I was very much in the same place as Scrooge is at the end. So it was really a remarkable opportunity, and a really interesting way for the universe to line up the two events in my life."

"He was so emotional about the movie," adds Henson. "Every song became so important to him, and to us. We would talk for hours about the emotionality of the songs."

Those songs ranged from "good fun" like "Marley and Marley" and the eponymous song introducing Scrooge, to heartfelt ballads like "Bless Us All" and "When Love Is Gone." "We wanted a love song in the movie, and we felt like there was no relationship that really justified a love song," Henson says of the latter's origin. "Then we realized that we would do the opposite."

Williams wrote the song to "frame the moment" specified in the script: "One of the great mistakes that pop songwriters make when they go to work on a musical is, they try to write a hit song," he says. "What you're supposed to do is keep the plot moving forward or show us the inner life of the characters. So she very specifically explains what he did: He allowed that financial obsession, and the addiction to making more and more money, to pull him away from the love of his life."

"Paul doesn't read music, so he doesn't write like a normal writer," Henson notes. "It's just in his head. That's something that's great about him, it's all about the lyrics and the melody. I think that's part of why his songs are so memorable and so clean."

Adds Williams, "My greatest strength, I think, is lyrics, but I'm really proud of that melody. And what [composer Miles Goodman] did with it really works beautifully."

The vocals

Braun, a stage actress who was performing in Les Misérables in the West End at the time, was cast as Belle after singing "When Love Is Gone" at her audition. "Paul and I just sort of melted and fell in love with her," Henson says with a laugh. "She sang it beautifully. There was never a reason to even do a second take with her."

Braun duetted on the song with Caine, who had never sung for a project before. "He was extremely nervous, but it wasn't that important how melodically perfect his vocals were, because Scrooge is crying while he's singing," says Henson.

Still, "Michael did need to do lots of takes. And it's tough because Michael can put himself into such an emotionally vulnerable state that he starts sobbing. He is genuinely there emotionally, so it's tough to stay in the studio and keep going for a line over and over, but we had to, just to try to tweak the melody. But Meredith sat in the recording studio with him, and was extremely supportive."

"He just wanted to play everything for real," Braun says of Caine. "He was joking that he had to feel it rather than sing it. And he was lovely. He just wanted to do a good job."

Echoes Williams, "He doesn't perform the song, he experiences the song. And great voices don't impress me nearly as much as that honesty in a performance. I'd rather have somebody whisper a song and feel it than sing it like Pavarotti and not connect with the feelings."

The visuals

"Everything about the scene is quite different from the rest of the movie," notes Henson. "There's a lot of imagery [of] life lost; dead trees and autumnal colors." He kept the staging simple but evocative: "We were trying to reflect what Belle was going through in that moment, which was the awful grief of needing to leave somebody that you're madly in love with. So [Scrooge] keeps walking up, and she keeps walking away."

The visual element is also to blame for the song's continued absence. While the scene is available as a bonus feature on Disney+, there's no hope of re-inserting that version into the film proper. "We tried cutting it into the movie, and it was like, 'Whoa, somebody put a fog filter in front of the camera for this scene,'" Henson says. "No matter how hard we tried, it never looked good enough."

As Henson explains, the scene's original film negative is required to restore it, and Disney has been unable to locate the footage, much to the director's consternation. "They always say, 'It'll show up. Negatives never permanently get lost, they just get put in the wrong place,'" he says. "For years and years, I'd call them every six months and see how they were doing. And they actually even put together a team and a little budget to try to find it, and they still couldn't. It's very frustrating."

Williams, on the other hand, feels no such frustration. "I was disappointed, but I wasn't devastated," he says. "If I was still drinking and using, I probably would have gone crazy, but I was just grateful to have the [other] songs in there. If I knew everything [Katzenberg] knew at that moment, maybe I would have taken it out too."

Although, he adds, "The outrage that I didn't feel then, I hear from fans of the movie now." The sign of a job well done.

To read more on holiday film favorites, order the December issue of Entertainment Weekly or find on newsstands now. Don't forget to subscribe for more exclusive interviews and photos, only in EW.

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