The Magnolia soundtrack made sweet music from a cinematic ode to Aimee Mann

Magnolia, Paul Thomas Anderson’s massive character study of interconnected lives, may be the most divisive film of his career. A sprawling look at multiple troubled characters scattered throughout California’s San Fernando Valley, the film received multiple Oscar nominations and widespread praise, but over time has also been faulted for an overlong running time and some awfully fey elements of deus-ex-frog connective tissue among its various storylines. Its bloat and narrative excess, in this less generous reading, may not make it the best calling card for an auteur whose 21st-century output has undeniably surpassed that of his initial ’90s filmography. But as a three-hour-plus advertisement for the music of Aimee Mann, Magnolia is a masterpiece.

The onetime lead singer of pop group ’Til Tuesday whose previous greatest claim to fame was writing the mid-tempo hit “Voices Carry,” Mann was an unlikely candidate to find herself performing to around 46 million people at the 72nd Oscars following the film’s December release. Having released two solo albums to relatively little attention in the first half of the ’90s, the musician’s career had stalled, and even seemed to be approaching has-been status with the wider world when Anderson approached her with an idea: He had written a screenplay inspired by her music, and would she maybe consider contributing some new material to soundtrack the film? (This inspiration is far more literal than most; as Anderson says in the liner notes to the soundtrack, he quite openly “sat down to write an adaptation of Aimee Mann songs.” Not exactly a screenwriter hearing “Pink Cadillac” and thinking it’d make for a nice movie title.)

The subsequent film is nothing if not faithful to the strange and emotionally rich world of lost souls and wanderlust populating so much of Mann’s music. A character study of multiple strangers and the odd ways in which their lives overlap, Magnolia embraces the messiness of people’s lives with an unabashed and open-hearted earnestness, as it pivots between a variety of emotional crisis points for each of its troubled protagonists. There’s dying TV producer Earl Partridge (Jason Robards), who spends most of the film lying silent and/or incoherent in bed, tended to by his caring nurse Phil (Philip Seymour Hoffman). There’s current TV game show host Jimmy Gator (Philip Baker Hall), also dying of cancer and struggling to reconnect with Claudia (Melora Walters), his adult daughter struggling with drug addiction and depression. Claudia unexpectedly ends up on a date with Jim Kurring (John C. Reilly), a police officer whose professional failings are balanced by an optimistic spirit—and that’s before he runs into Donnie (William H. Macy), a former “Quiz Kid” child star thanks to his success on Jimmy’s game show, but who is now struggling to keep his job at an electronics store and foolishly hoping oral surgery will help him land the bartender man of his dreams.

All of this is prelude to meeting the film’s most iconic character, Frank “T.J.” Mackey (Tom Cruise), a motivational speaker whose alpha-male seminars blend misogyny and insouciance as he counsels rooms full of desperate, hooting men on how to score with women. It turns out that Frank is Earl’s estranged son, and a surprise call from nurse Phil to inform him that his father is dying upends Frank’s secure world. Rounding out that complicated web of relationships is Linda (Julianne Moore), Earl’s much younger wife, whose anxiety about her spouse’s impending demise and guilt over her former choices spur some impulsive and dangerous actions. Bookending this assemblage of stories is some lily-gilding narration (by that always-excellent voice of observation, magician Ricky Jay), explaining how there must be a force more powerful than chance guiding life, as some coincidences and events are simply too unlikely to wind up being the effect of pure happenstance. Exhausted yet?

The resulting work was a strange admixture of two artists working contemporaneously on material that sometimes did, and sometimes didn’t overlap. A film based on an artist’s music that then receives new music based on that film is an odd ouroboros, but the collaboration succeeds. Anderson admits to having benefitted in crafting his narrative from hearing advance demos and works-in-progress from the studio sessions Mann was then recording for her subsequent album Bachelor No. 2. While Mann’s later release ended up sharing four tracks with the Magnolia soundtrack, its material also served as a road map for some of Anderson’s creative choices. At one point, Reilly’s cop shares an unexpected kiss with Claudia, after which she says, “Now that you’ve met me, would you object to never seeing me again?”—a slight twist on the opening line from “Deathly,” one of the songs shared by the two records. Mann’s musical exploration of someone terrified of opening up and risking even the smallest iota of connection may not have birthed the character of Claudia, but it certainly seems to define her.

Mann’s musical influence goes far beyond aping a brief snippet of lyrics in the dialogue. Two-thirds of the way through the film, arguably its most famous sequence leaves behind the grand, Douglas Sirk-like swoon and scale for a blatant irruption of non-reality into the film. All nine principal characters begin singing along to “Wise Up,” Mann’s ballad of acceptance and confronting oneself that serves as a sort of Greek chorus to that prelude to the movie’s emotional climax. “It’s not going to stop, ’til you wise up,” goes the refrain, implying there’s no end to the trials and tribulations that eat at us, unless we can make peace with them—to give up the idea that our stop-gap defenses will ever quiet those little voices inside.

Oddly, this significant music selection wasn’t even penned for Anderson’s movie. Mann had written “Wise Up” earlier—for the soundtrack to another Tom Cruise movie, Jerry Maguire, no less. That the director nonetheless chose it to anchor this surreal combination of diegetic and non-diagetic musical montage (some of the characters are in places where they couldn’t possibly be hearing the music, and one lip-syncher is in a state of morphine-induced unconsciousness) speaks to the potency of Mann’s song, which pairs the darkness of its subject matter with some of the musician’s most elegiac melodies. Given the extra-diegetic nature of its application, the “it” of “it’s not going to stop” could also be a reference to the film itself—nearing the end, but unable to roll credits until these characters come to terms with their lives.

Despite the centrality of “Wise Up,” another song actually ended up becoming the breakout hit of the soundtrack. “Save Me,” which plays over the end credits, is the true star of Magnolia’s score, an elegantly restrained exercise in minimalism fused to the most broadly heartfelt emotions of the album. In his liner notes, Anderson explains Mann’s strength as a lyricist by calling her “the great articulator of the biggest things we think about: ‘How can anyone love me?’ ‘Why the hell would anyone love me?’ and the old favorite ‘Why would I love anyone when all it means is torture?’” By that measure, “Save Me” is the gold standard of Mann’s music, capturing the universal feeling of wanting love while simultaneously fearing you might never find it. “If you could save me / From the ranks of the freaks / Who suspect they could never love anyone” is as direct as it gets, and Mann captures it with the quiet fervor of someone who sounds afraid of articulating their need.

“Save Me” was nominated for an Academy Award for Best Original Song, and it lost to Phil Collins’ saccharine “You’ll Be In My Heart,” from Disney’s Tarzan, because the world is often a very ridiculous place. (It was also nominated for a Grammy for Best Female Pop Vocal, losing to Macy Gray’s “I Try,” but it’s clear which is the more egregious miscarriage of justice. Mann has on occasion wryly introduced it live as “the song that lost an Oscar to Phil Collins and his cartoon monkey love song.”) If it wasn’t clear that Anderson found this to be the thematic core of his film, the music video makes it crystal: Shot by Anderson, he would insert Mann into key scenes from the film at the end of shooting days, asking Cruise, Macy, and the rest of his cast to stay in place while he brought the singer in to address the characters directly. Perhaps not the most subtle of maneuvers, but then Magnolia isn’t the most subtle of films.

But before these reality-blurring and film-ending moments come along, there’s a much more straightforward musical cue to kick off both the soundtrack and the film. “One,” Mann’s cover of the famous Harry Nilsson song, serves as the musical introduction as the camera lands upon each of the people we’ll be following for the next three-plus hours. Originally appearing as Mann’s contribution to the tribute album For The Love Of Harry: Everybody Sings Nilsson, Mann plays a bit with nods to the artist’s other output in the song, from the opening excerpt of Nilsson saying, “Okay, Mr. Mix!” (taken from his track “Cuddly Toy”) to lyrics from Nilsson’s “Together” added in the closing seconds. Again, Anderson isn’t exactly delivering the most abstruse of music cues—if you want to suggest that your characters are feeling lonely and isolated, hey, have you heard of this old song?—but it’s undeniably effective, and given new shadings by Mann’s spin on it.

The second track goes somewhere a little more unusual, though not for those familiar with Aimee Mann’s larger oeuvre. “Momentum” builds like a cabaret nightclub act, as a jazzy piano riff gets topped by a burst of trumpet, some upright bass, and a shuffling beat suggesting a dance number about to erupt. Lyrically, it’s another bleak slice-of-life narrative, from the point of view of a person who has become so set in their ways, they’re terrified of doing anything to change, even if it’s for the better. “Even when it’s approaching torture, I’ve got my routine,” she sings, and the brassy, upbeat nature of the music provides a mask of sorts for the sadness lurking underneath, a Mann specialty. And sad it is: “I’m condemning the future to death / So it can match the past” goes the final couplet, a statement of fatality as strong as the percussion that pulses along with it.

Ironically, the song appears in the film as Jim, the cop, is first driving up to the home of Claudia, responding to a noise complaint from the neighbors after Claudia screamed her father out of the place. If the subsequent plot of the film is to be taken for the hopeful note it ends on, this scene could be the beginning of the very thing that breaks both of these characters out of the destructive emotional holding patterns they’ve both been stuck in. Despite its dour subject matter, the music does hold the promise of something a little more rambunctious and unpredictable.

The gently mellow groove that kicks off “Build That Wall” at first seems a little out of place among the more aching tracks here, but as with “Momentum,” the lyrics align all too well. It’s futile to speculate about the degree to which a song guided the shape of the script (outside of how Anderson discusses them in his liner notes, that is), but given that this track’s conception reaches all the way back to 1990, it doesn’t seem outrageous to think it played an early role in influencing the writer-director. “Build That Wall” is a collaboration between Mann and her frequent musical ally, producer and film composer Jon Brion. Mann and Brion were already a solid team, the latter having produced her previous album I’m With Stupid and cowritten songs on her records before and after. Together, the pair fashion the tune into an elliptical question mark—what kind of wall is being built is left open to interpretation, but the implications of a devastating emotional impact (“How does anyone ever fight it?”) are clear.

Following immediately after the previously discussed “Deathly” is the only other co-written track on the album. “Driving Sideways,” penned by Mann and the singer and producer-guitarist Michael Lockwood, is classic Mann, a bluesy piano-and-guitar 3/4 number driven by its swaying rhythm as surely as its nameless narrator drives home a tragic point to their addressee. Told in second person, it’s an indictment of how love blinds someone to a partner who isn’t as committed to the relationship. “You’re powered by the hopeful lie / That it’s just around the bend,” goes Mann’s bearer of bad news, which underscores the way Anderson’s characters have continued to double down on their bad decisions, be it Donnie’s misguided plan to rob his employers or Claudia’s refusal to open herself to the possibility of love.

Along with “Driving Sideways” and “Deathly,” the soundtrack shares two other songs with Mann’s follow-up solo record, Bachelor No. 2. “You Do” is the lighter of the two, a gentle folk number with some clever turns of phrase like “Though there are caveats galore / You’ve only got to love him more / And you do, you really do.” It’s another warning about false love, ignoring red flags, and all the hallmarks of this era of Mann’s writing. It just doesn’t land with quite as much force.

Much more successful is “Nothing Is Good Enough,” which sees the musician delivering a rapid-fire patter during quietly building verses, until hitting the refrain with a swinging riff and slick backing vocals that see her announcing, “Nothing is ever good enough for people like you / Who have to have someone take the fall.” Some have speculated she originally meant it as a dig at her former record label—but it works for Anderson as an indictment of toxic personalities, both of others and the very people he’s so compassionately unpacking. (A young auteur still dealing with the public analysis of his work might also have a few thoughts on those who criticize others but “can never say what they’re looking for.”)

Despite the front cover of the soundtrack, announcing it as “Music from the motion picture Magnolia—Songs by Aimee Mann,” there are a few other songs here, and probably nobody finds them as essential as Paul Thomas Anderson must have. They may play important roles in his film, but they certainly feel like unfortunate additions to such an excellent collection, as though someone’s drunk uncle walked in during the final hours of assembling the record and said, “Oh, wait, you guys know Supertramp? You gotta have some Supertramp on this thing!” Thus, we get “Goodbye Stranger” and “Logical Song,” both fine enough tunes in their own right, but painfully out of place here. In the film, both songs occur when Donnie is at the bar, either mooning over the object of his affection or bragging about his past as “Quiz Kid” Donnie Smith. (Also, did you know “Goodbye Stranger” is nearly six goddamn minutes? You feel every second of it when listening to the record start to finish.)

Following these is the hokey ’80s bop “Dreams” by Gabrielle, which actually sounds weirdly contemporary in 2020 but can’t overcome its fundamental antipathy to the rest of the soundtrack., less of a piece with the whole than it is a sore thumb sticking out. (It’s another Donnie moment in the film, which starts to feel like maybe it should’ve been a separate movie altogether.) These are both needle drops more akin to Tarantino than to the exposed beating heart that is Magnolia, and while they somewhat work in the movie, they stumble badly as soundtrack additions after nine cuts from Aimee Mann.

Much more effective as a non-Mann entry is the final song, Jon Brion’s melancholy title track, which utilizes bells, brass, and woodwinds to powerfully understated effect, the definition of a strong cinematic theme to close out a movie that functions primarily as a meditation on love and the lack thereof. It’s only two minutes long, but serves as a coda to Mann’s music in a surprisingly effective way.

The Magnolia soundtrack wound up eventually going gold, with more than 500,000 copies sold, and Supertramp aside, it’s not hard to see why. Despite the profound imbrication of the music with Anderson’s film, what makes Aimee Mann’s songs great (and why the auteur was presumably drawn to them in the first place) are all the usual hallmarks of great pop: Taking incredibly specific thoughts, words, and circumstances, and making them sound and feel universal. Anyone listening to this music can relate to not feeling good enough, or making the wrong choice, or being scared to make a change. Most of all, Mann is talking about love: who deserves it, who longs for it, how we can find it, and all that embarrassingly corny stuff we don’t like to talk about in public. So we surreptitiously seek it out through our art—be it a three-hour epic about sad people in California, or music that sounds as though it’s speaking directly to our fragile, delicate hearts.