Sing, But Don’t Tell — Lyrics & Background

February 6, 2011

We recently had a kind note from Kasey, asking if we could post some of our lyrics online. We actually get a fair number of emails asking for lyrics, and I typically email them. But now, in honor of the new website and my attempt at diligent blogging, I think it’s time to start posting some.

I figured I’d start with Sing, But Don’t Tell, since it’s our “Song of the Month.” And, since I haven’t tweaked the lyrics in a year, it seems pretty safe.

Sing, But Don’t Tell was the first cabaret song that we wrote. The idea came about in several ways, but it probably started with the lust of a friend of mine for Derek. It’s not unusual for people to lust after Derek—much like O-negative, Derek’s everyone’s type—but it doesn’t usually lead to song. What was unusual was that she expressed her lust with such eloquence.

This somewhat synesthetic artist, after seeing Derek play piano with his rock band M-LAB, commented, “I wonder what it would be like to be played like that piano.” There is always something seductive about a really confident and accomplished instrumentalist, and that idea of wanting to be played like the instrument stuck with me for several months, eventually coming out in this number.

But the core idea for the song came from the conventions of cabaret itself. Having previously written only musical theatre songs—numbers where the dramatic situations dictated many of the songs’ elements—the task of creating an entirely self-contained piece took a little thought. In musical theatre songs, you often want to expand a moment, but not advance the plot too much; you need to leave something for the rest of the show to do. But a cabaret song has the potential to be its own four-minute show, a complete story unto itself. Moreover, the relationship of singer to audience is different in cabaret than it is in musical theatre.

Cabarets oscillate between external and internal moments—and sometimes seem to live in both at the same time. Sometimes in song, but always in banter, the singer addresses the audience and accompanist/band directly; we are all in the same room together, and the singer knows it. But, in many song moments, the singer is apparently unconscious of the audience’s presence or that he or she is being accompanied musically. It’s that moment when, after telling you a possibly amusing hard-luck story about love, the singer begins a Rodgers and Hart song, her eyes unfocussing slightly, her gaze moving just a bit over your head. You start to think that, if she knew you were there, this might be over-sharing. But because it’s more like a silent reflection you’re somehow overhearing, it’s delicious. And you find a part of yourself in the singer and the song all the more because she’s not looking at you, because she doesn’t know you’re there.

Of course, this experience of peering into a performer’s private thoughts is standard in musical theatre. But, in musical theatre, the fourth wall is almost always up, even in non-soliloquy moments. The performers pretty much never address the audience directly (Forum and the opening seconds of RENT aside). What sets cabaret apart from most musical theatre is the alternation between the singer’s awareness of the audience to his/her unawareness.

But the magic of cabaret is not just in the alternation between public and private thoughts, but in the simultaneity. Sometimes it feels like we’re discretely overhearing the singer’s internal thoughts while being addressed directly at the same time. In cabaret, we can somehow maintain both senses at once. All those moments when the song is so related to the story he was just telling that the singer must be conscious of us, all those moments where the singer is temporarily playing a character and we experience her as both the character and the performer, all those moments when we can’t quite tell if the “you” being addressed in song is us as the audience or a hallucinated lover. In cabaret, song is both a public event and a secret, the singer is both active and passive, and the audience is at once confidant and voyeur.

This was the tension that I wanted to explore and explode in Sing, But Don’t Tell. That’s why the song moves from the singer’s internal thoughts to the singer’s awareness that she’s been sharing them aloud the whole time. In other words, she gets wrong the mode of communication she’s in at the time, because external singing and internal singing look so alike, without context. She’d get away with the confusion, if she weren’t singing about someone who’s right there in the room with her to make her accountable for her audible reverie.

One further point on the nature of the communication in this song: because, in the world of cabaret, the pianist is a real person (as opposed to the invisible orchestra of most musicals), but doesn’t usually speak, his mode of communication to the singer is only on the piano. Probably my favorite part of the song is when they duet on the main melody, the pianist playing it and the singer singing it.

Okay, enough for now about the backstory; here’s the song itself.

* * *

Look at him there, my piano man.
My partner through every ballad.
Our relationship’s strictly professional, but
When I sing with him, all the love songs are valid.
My heart melts, just hearing him play,
But I can’t ever say what I mean;
There’s always a piano in between.

No pianist can improve
On the way he plays that groove.
Look at how his fingers move!
Oh, to be a key!
I would be his sharp or flat,
If he’d tickle me like that…

But hold it in…oo…
I think I love him!
Keeping this a secret is hell.
Oh God, I love him!
Passionately, sing, but don’t tell.

When I want to talk, he vamps,
When I’m singin’ soft, he damps,
And the boy don’t need no amps,
When it’s time for the climax!
He always follows me,
All the way from C to D to E to F…

Holy F! I definitely love him—
Feelings that I have to dispel.
Stay professional!
Long for him, and sing, but don’t tell.

I never get stage-fright, performing in public;
I’m only shy on rehearsal days.
‘Cause that’s when we’re alone;
How can I stay in the zone,
When he plays!
That boy plays!
Why can’t he just play me?

(suddenly, realizing that everyone is listening)

Oh, my God, was that out loud?
Oh my God, I’m still out loud.
And this is a quiet crowd;
He must’ve heard something.

(imploringly, to the audience)

I can’t look!
You look!
Okay, I’ll look.

(SINGER takes a glance at the pianist, who’s looking back)

He’s not looking in his book.
He’s looking at me.

(taking a quick glance back at the pianist)

He’s still looking at me.

(SINGER addresses the pianist directly, who answers by playing)

How’s it goin’ over there?

Da-da-da-da Da-da-da

So I kinda want to die.


Yes, I do.

Da-da-da-da Da

What’s that?


Play that again.


You too?

(The piano builds, as they really duet)

All along?

Now I can tell you what I’ve been holding in,
Sing it to my heart’s own delight!
And when we’re done with this,
Let’s put aside that damn piano!
Come on, baby,
Play me tonight!

* * *

At the time we began writing Sing, But Don’t Tell, Derek had already been working on a musical theme, which ended up pretty much becoming the verse and chorus music. In his head, the theme was about a teenage couple’s first hook-up, and the one lyric he kept singing was, “oo…I think I love him.” Knowing the words—or even sounds—that Derek hears around his tunes is always valuable. In the same way, Derek always likes to know the rhythms or melodies that I associate with lyrics I come up with. Certainly, we often depart from the other’s impulses, but they always seem to play a part in the work in one way or another. In this case, I changed the context and kept the words.

I’ve talked (at some length, I’m afraid) about the rationale for some of the formal elements of the song, and where I think some of the humor comes from. But, at it’s heart, it’s not a song about cabaret or theatre or singing. It’s a song about someone who has a platonic relationship with someone else, while harboring a secret love. It’s a song about the fear of losing what you have in the attempt to get what you want. The situation could apply to any coworkers or friends.

Last summer Derek played the song with his now girlfriend Ali Ewoldt in Lincoln Center Plaza, as part of the “Sing For Hope” Benefit. Now Ali is out on tour with West Side Story, but they still have the opportunity to do the song every now and then.

Here are some other terrific performances of the song that have been filmed:

Felicia Ricci singing Sing, But Don’t Tell with Derek at the keyboard in the song’s debut in the 2009 New York Musical Theatre Festival

Briana Carlson-Goodman singing Sing, But Don’t Tell at our concert BUZZED with the cast of HAIR in 2010

Julie Reiber singing Sing, But Don’t Tell with Derek and Sam at our first Take Back the Stage concert

Annaleigh Ashford singing Sing, But Don’t Tell with Rich Silverstein at the piano in the 2010 Duplex gala

To date, as far as I know, the song has always been done with female singers and male pianists. However, we just heard Gabrielle, who was asked if it would be okay to change the gender pronouns so that her girlfriend could play the song. And we’ve just heard from some male singers who may start to do it. So more on all of that in another post.

One final note on the lyrics. As I mentioned at the beginning of this now very long post, I haven’t tweaked the lyrics to to the song in about a year. The last change I made was in the second verse. The line now is “He always follows me all the way from C to D to E to F.” Previously I had “He always comes with me all the way from C to D to E to F.” After doing it a bit (including in a demo recording), I realized that I had written a double entendre unintentionally. Of course, there are lots of intentional double entendres in the song, but that one felt like it might be one too many—and also a little more graphic, somehow—so I changed comes with to follows. But I’ve subsequently had some complaints about the change from some of my (perhaps more perverse) friends. I don’t know. Maybe I’m still tweaking the lyric after all.

2 thoughts on “Sing, But Don’t Tell — Lyrics & Background”

  1. Saw this performed by a drama student at a workshop with Kristin Chenoweth yesterday here in Brisbane (Australia). It was magic ! Both performer and lyrics ! Love it !

Leave a comment!

Keep the conversation going! Your email address will not be published.


This site uses Akismet to reduce spam. Learn how your comment data is processed.