Composer Anthony Willis on the Many, Musical Moods of ‘M3GAN’
For Universal Pictures and Blumhouse, Gerard Johnstone’s M3GAN has been a massive win. Grounded by Akela Cooper’s solid script, the film has defied and exceeded expectations at every possible turn. From marketing to casting, execution, and effects, each facet of M3GAN’s production demonstrates the potency of pure movie magic. One of the many influential players responsible for casting M3GAN’s box office spell is the film’s fantastic score by BAFTA-nominated composer Anthony Willis.
Perfectly poised to create the sonic atmosphere for horror’s most recent diabolical doll, Willis’ background and reflexive approach to film scoring made him an eerily perfect partner. With previous credits that include Emerald Fennell’s Promising Young Woman, Dreamworks’ How To Train Your Dragon: Homecoming, Epic’s Fortnite, PlayStation’s Knack II, Michelle Morgan’s comedy It Happened in L.A. and David Yarovesky’s thriller The Hive, each offered Willis something unique that he could reference and utilize for M3GAN.
In the film, Gemma (Allison Williams) is a robotics engineer who builds a highly advanced AI doll named M3GAN to help comfort her recently orphaned 8-year-old niece, Cady (Violet McGraw). Initially, M3GAN seems like a perfect remedy for Cady and Gemma to help cope with their new life and devastating family loss. However, things turn dark and dangerous when M3GAN begins to think for herself and act outside her programming.
Though firmly rooted in the horror genre, M3GAN’s addition of sci-fi, comedy, drama, thriller, and action features set quite the musical challenge for Willis. As the composer, it was up to Willis to create a cohesive aural atmosphere while helping define and unite these diverse genre elements—and create he did. Beautifully blending hallmark genre sounds, Willis embraced M3GAN’s tonal multitudes by balancing ethereal harps, loaded melodies, peaceful piano, electronic manipulations, pop songs, bursts of brass, classically versatile strings, and so much more. It’s an intriguing mix of tones that shouldn’t work but somehow does, much like M3GAN itself.
Dread Central recently spoke with Willis, where we unpacked his approach to this challenging scoring task, the pop songs that literally make M3GAN sing, musical intent versus impact, and so much more.
Dread Central: No two adventures into film scoring unfold the same way. How did you get here? Who were some of the key players that have helped shape your career?
Anthony Willis: Before I came to L.A., I came and did the USC Film Scoring Program, which has been really, really popular. I mean, Bear McCreary, Christopher Lennertz, and loads of ones I’m missing did this program. It’s been a big draw for [going] the traditional route which is to go work for one of these composers as an assistant or, hopefully, eventually, an additional writer. So that was my path.
I think there were two big things about that. One was that this was before you could really have a good composing rig yourself. If you wanted good composing samples, you kind of needed to go and work with one of these big composers that often had, at that time, private libraries, amazing equipment, and ten computers all hooked up together. So you needed to go and learn how to do that. And that’s just the tech side, which is obviously a very small part of it. It was also before the explosion of mainstream social media.
Most of all, I wanted to learn and get as close as I could to the composers that I loved and admired. And it just so happened that, really, the composer that changed my life the most was John Powell, who is amazing. He hasn’t really worked in horror, although his score for Don’t Worry Darling is really good for that. It’s a pretty elegant way of doing some pretty horrific things.
He [played] a pivotal role, and he very much got me started. He not only taught me a lot through osmosis about writing, [but] being able to work with him on his movies was incredible. But also got me started with my first agent and supported me in doing my first films from his studio; all these amazing mentor things. In fact, even these speakers behind me, I’m borrowing from John right now. So, an amazing mentor and friend and just one of the most brilliant minds in music.
I then built up a lot of additional music credits, and I did some movies myself, but it was then the question of, “How do you get a movie that people are gonna see and that has more than a few dollars to actually make a score?” I also like to mention Henry Jackman, who is another composer I worked with a lot, who is also brilliant and supported me a lot. But the next pivotal person in my professional world was Emerald Fennell, who invited me to demo for her movie Promising Young Woman.
There’s a lot of talk about how hard it is to get into composing and diversity, but it’s really hard. Like any business, it’s really hard to establish yourself. Emerald really gave me that shot to demo, and really liked what I did. The rest was history on that, and certainly, I wouldn’t have been hired on M3GAN had I not done that film. Getting into the composing business, it’s just these small victories. One after the other, if you can.
DC: You just mentioned that there would be no M3GAN for you without Promising Young Woman. Tell us a little more about that and how you first became involved with M3GAN.
AW: Gerard [Johnstone] was determined not to make another rinse-and-repeat movie. And, of course, that also applied to music. He himself had a musical vision that M3GAN would sing and that she would play the piano. There was also a song written into Akela’s script. They needed somebody that could do this song and could also do the score and other song arrangements.
I think he was attracted to me because he liked what I did for Promising Young Woman, and he really liked the femme fatale aspect of it. He knew that I had some legs to do Disney-style arranging and lots of different things if he needed it. I think that’s how I was pitched to him by Blumhouse. We then had a meeting, got on really well, and that was that.
DC: The song you’re referring to, “Tell Me Your Dreams,” is such a fun part of the film. What was the process like for writing that, and how did it help lay the foundation for everything you were to do after that?
AW: It was something that they obviously needed on set, so that’s when they brought me on. I think I literally had just said, “Yeah, I’d love to do it.” And then I emailed Gerard and was like, “I know there’s this song that you need…” and he’s like, “Yeah, we do. We’re filming it in two days.” [Laughs]
So I sent him a melody, and I wrote something that I thought could be a little bit robotic, like something that an AI might be able to write. Because the whole gag is that M3GAN is writing this song. It was also before I fully knew just how bananas this movie was gonna be. But it still had to be something that an AI could actually create, you know? But he wanted it a little nostalgic and emotional because it is M3GAN trying to comfort Cady.
So I made it quite simple and sent it to him with me playing it on the piano. And then he wrote some brilliant lyrics to it. They then recorded it and had to teach the M3GAN doll. They had to give the audio to the M3GAN doll, and then she had to move her mouth to the speed of reality. Which, I think Gerard told me, was, like, a 70% success. It later got tightened up with visual effects, but an amazing doll. When I first saw the cut, I was like, “Wow. They did it. They brought M3GAN to life!” Which is absolutely incredible, the beautiful work that they did.
We recorded it in the studio with Jenna Davis, who was amazing. Really overall, her characterization of M3GAN is incredible, and she brought that into the songs as well. Again, Gerard was looking for that in her. He didn’t want a different voice for M3GAN. He wanted somebody who could do both, and she was terrific.
For a long time, it was a piano-based thing because, at that moment, it was before I’d really started working on the score. It was before I had a full cut. Was the score gonna be really electronic? Was it gonna be really traditional? We didn’t know. What we knew is that it had to be something different because the movie is very different.
Eventually, Gerard went, “What if we make it like a Disney song? I love ‘Somewhere Out There’ from American Tail by James Horner. Can you make it a bit like that?” And I was like, “Yeah, actually. I think I can.” Something I’d written the musical essence of eight months before actually worked really well. I did a Disney-style arrangement of it, and Gerard loved it. That then really taught us a lot about the score. Suddenly, the harp, more warmth, lushness, and strings, started to unveil M3GAN’s personality.
I used the melody a little bit in some of the cues, but it wasn’t like a Main Theme. Obviously, it’s every composer’s dream to try and integrate everything everywhere, but it more psychologically unwrapped a lot of what M3GAN could do. Fast forward to the premiere, where I got to see the film with a big audience, and it was just so cool to see how everybody just went, “Oh my gosh. No way.” Even people who’d worked on the movie maybe didn’t quite know as they hadn’t got to see it all come together yet.
One of the reasons I’m so happy that this movie has had a cinematic audience is that shared experience of watching it and going, “Oh my gosh. The doll is gonna sing. Oh my gosh, the doll’s singing!” Obviously, people don’t know that song, so they’re just caught up in the fact she’s singing. But it was very much a runway for when she sings again. By then, people have already learned that M3GAN can sing, so then it’s, “Oh my god. She’s singing ‘Titanium!’”
DC: Honestly, I was surprised at the mix of tones in this movie and how successfully they all gelled. The music, those songs included, I think is a big part of that success. How did you approach that mix of tones and genres in order to achieve a balanced, supportive score?
AW: It took me by surprise as well. I think composers are often looking for a unified language so that we can justify our existence. Much like where you’ve learned that Allison Williams plays this character, if the next time Gemma walked into the room it was a different actor, you’d go, “Huh?” That’s sort of what composers are trying to do with a score — create a universal language that hopefully doesn’t make you think of another movie unless that’s deliberately a tool that the director wants. There’s obviously a little bit of that in M3GAN with a Disney-style song and stuff like that.
I think really what it comes down to is that M3GAN is tonally very broad. She’s hilarious, but then she’s also quite scary. From a narrative point of view, she’s trying to impersonate the innocence of a young girl and the warmth and protection of an adult. Then there’s her way of actually doing that, which is basically raw, unbridled mechanical power. That’s so broad. [Laughs]
That’s when the penny dropped for me. She can have huge, industrial synths. Because when she’s being violent, she totally stops pretending. I think she’d be like, “What do you mean I’m pretending? This is who I am.” Because she genuinely thinks that she is this person. But obviously, from a human perspective we’re looking at her thinking, “You are built to emulate this, but in reality, you’re doing that.”
That’s what set the goalposts for the music, which is really fun. But it was daunting because it’s a lot of things to thread together. It’s unusually broad. A lot of scores can live in a much more specific place, so it was always a bit intimidating. You’re going, “Yeah, but people will think that it’s not connected.” But there were certain things I did, certain harmonies I used, and motifs I used that did connect it, so thank you so much for the compliment of saying that.
DC: Let’s talk a little about your instrumentation choices. I think the presence of an AI doll automatically gives off heavy electronic vibes, but you utilized a lot of traditional orchestral and acoustic instruments to significant effect.
AW: Gerard and I talked about [it] for a long time. You have an opening act which is sad. Amidst the jokes, like when [Gemma] walks into the house and her version of Alexa is telling her about her Tinder matches, it’s generally pretty down. And so the last thing we wanted was for that to be a movie, and then M3GAN comes along, and it’s a different movie.
So in my mind, it was always like, “How can I actually make that the movie?” Because what happens is ultimately what shapes the reason that M3GAN is made. And it’s the reason that M3GAN, when she finds out Cady lost her parents, adapts the way she does. There was narrative rigor here. It’s a fun movie, but we still wanted to do it right.
So I wrote this descending motif theme. It’s not very melodic in a traditional lyrical sense, but it was something that was identifiable. I basically call it “The Death Riff.” When Gemma finds out that she has to go and pick up her niece and drives her home, that’s where it’s established. Then, when M3GAN finds out that Cady’s parents have died, she starts processing death, and that’s when it comes back. There’s this amazing sequence where M3GAN is looking out the window, and she sees a butterfly, and then she sees a helicopter, and she starts to process and fill in the blanks in her programming. That was kind of the starting point.
In terms of palette, I’ve always been attracted to vibraphone for tech. I think it’s really good because it’s ambiguous. It’s organic, but it has a metallic quality. And because it has a fluttering mechanism, it is slightly technical. Therefore, the shape of the sound has that slight “Huh?” [feel]. It threads the needle between the two. So I use that a lot.
Then sometimes, I use that with the piano as well. Vibraphone can sound a bit sci-fi, so to make it a bit more unique to M3GAN, I blended it with a different small piano. And then harp is a color that I’ve always loved and the harmonics especially. [The] pop vocals that are done in a breathy way, my friend Holly Sedillos who is brilliant, did. And then, of course, strings. Gerard loves strings, and he really wanted the warmth of strings. He also wanted the noir color that strings can bring.
The more that M3GAN learns, the more [she] processes her environment, the more elements come in. And when it came to the action music, Gerard wanted it as intense as possible—roaring synths, anvils, low percussion. Stuff that’s from the more traditional horror palette and emulates the shape of chanting. In the final act of the workshop fight, I think there are about four minutes where it’s kind of going, “DUN DUN!” Which, of course, is, “M3GAN…M3GAN!” Then you play with it, miss one out and have one in different places. “M3GAN…M3GAN [pauses] M3GAN!” That was a big part of it as well.
DC: M3GAN is exceptionally advanced, but she still has an uncanny valley element. Everything is just a little bit off. Was there anything you did to help capture and embody that unique aspect of her AI?
AW: Yeah, it’s very much related to the palette question. Gerard was also very anxious that it is predominantly an organic palette until the cat’s out of the bag, and we realize M3GAN is not human at all. But she is emulating innocence and all of those kinds of things, so we were very much using organic colors. But what I set out to do was, “How can I write a part for a vibraphone that’s very unhuman? Like, an oscillating, technical vibe, almost like a synth is making this part?”
So, I have that triplet figure in “On the Subject of Death” that comes up quite a lot. [sings the triplet melody] To me, that was a techy thing that a different instrument would play. Or even just the repetition. Humans can’t repeat very well because we change, shift, we get it wrong, we forget, and we can’t repeat things exactly the same, but computers absolutely can.
Computers can also add things up and just keep on adding things. That modular style [was one that] I really first started to develop when I was doing Knack II. It’s really good for computer games. You can go in and out of different layers, and the harmony sort of fits together and you can introduce new things. I really got that sort of style under my skin in Fortnite.
As you’re asking me the question, I’m sort of realizing that’s where it came from. It’s that idea of tech and AI. It’s not quite able to do what a human would do. I’d written a theme that was a lot more human, and Gerard didn’t think that M3GAN could hold that. That’s why this motif is almost in tune but not quite. It’s sort of trying to find its way into being in tune.
DC: It’s fascinating how the tiniest intricacies or deviations can change how a sound is perceived. The littlest changes can alter how you or another human feels about something.
That actually makes me curious about something else—is there ever a disconnect between what you compose on your computer or with your software and how it works with a live orchestra? There is so much technology at your fingertips now, but does it always translate?
AW: You can philosophize about music, and, the funny thing about it is, we can talk about all these things, but what actually makes it through to people is kind of a mystery. It’s as abstract as clouds—what you see in it and what your brain is able to project is based on so many factors.
I thought it was really interesting what you were saying about how we can talk about it, but really, at the end of the day, it’s how everyone experiences it and feels it. I mean, I can’t pause the movie and go, “Ok, everybody. So what you’re supposed to be feeling right now is this because I put this and this and this.” You know? [Laughs] At that point, it’s off to the market, where people will react to it as they will. But, we try our best to think about all these things, and you have to try it. You can always philosophically find a way to justify the choice.
For example, there’s a really great show, The Knick, that’s about medicine. It’s about science and operations in early New York and early medical developments. But the score is really techy and modern [Note: composed by Cliff Martinez]. It’s a genius choice. Anyways, back to your actual question.
As a composer, it’s really hard to get your music performed by a lot of people; the logistics and economics of it are really hard. I remember in college, I managed to win a competition that then got my piece played by the orchestra. Of course, it’s a student orchestra, and at the rehearsal, they’ve not got that much time, and X and X had some other commitments and all these things. So, you finally hear it come together in the concert, at which point you go, “Oh, ok.” But it’s not necessarily completely what you wrote.
When I moved to LA and did this USC program, I got to work with the orchestras with the Hollywood musicians, and it was the most amazing experience because it told you right there and then, that is what you wrote. Like, that’s it. You can say, “Oh, but I didn’t have this rehearsal time. I didn’t have this.” No. That is what you wrote. Of course, there’s occasional interpretive things that will fully bring a piece into the place where you want it and all that.
Not all composers get to work with live orchestras, but it always teaches you what to do. Then when you come back to sit down at your sequencer, you’re like, “That’s a terrible idea. Why would I ever have thought that would work?” I think I’ve just been lucky to do that enough that I’ve learned over the years how to approach things.
It’s like anything; you have a plan, you execute the plan and you learn things about it. Then you kind of go, “Well, I’m never gonna do that again.” Or, “Oh. That was actually brilliant. That really worked, and I can’t believe I was so worried that maybe the violins wouldn’t be able to play that well.” And equally, the opposite when you go, “Yeah, that’s not a good idea.”
But then there are things that you write on your computer that might not be designed for a real orchestra. It might be something that you’re actually trying to subvert a real orchestra. Not all music produced is designed to be played in a concert hall. Maybe it’s designed where you can record something separately, that you are intending to balance it slightly differently because it’s more of a contemporary soundscape, more of an album or designed to exist in the technical world.
That’s a great question, though. I think the answer is yes. There are always things that you write, and then you take them to an orchestra, and they don’t work the way you want them to. But equally, it’s probably something in the essence of what it is that doesn’t lend itself to that format.
DC: Ok, the final big question—M3GAN 2.0. Do you know if you’re going to be involved yet? If they ask, would you return to M3GAN’s world?
AW: I mean, I’d love to. I think it will depend on who directs it, who they want to work with and whether they want to bring something different, but yeah. Of course. How can I not? It’s wonderful to come back to something and think about, “Ok, well, this was the first movie, but obviously, the story is gonna develop.”
And, the sky is the limit in terms of what they could do narratively with the sequel. I would love to see, like, in Jumanji, how they have the avatars, and there’s that moment where the characters switch. I would love to see an imposter M3GAN and the real M3GANs be like, “How dare you inhabit me!” [Laughs] There’s so much that could be done. And yeah, I’d love to be involved.
M3GAN is currently playing in theaters nationwide. Theatrical and unrated versions will stream exclusively via Peacock on February 24th, 2023. In addition, Willis’ score for the film is now available on all major streaming platforms via Back Lot Music.
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