Listen to an exerpt from "Il Colosso"

In 1994, I decided that what I wanted to do for the next chapter of my life and career was to make movies - movies where music was an organic, fundamental component. Since most of the albums that I had produced and arranged were regarded as visual, sonic adventures of sorts, I had played a significant role in the storyboarding, direction and production of the videos that accompanied them and the album covers that housed them. So did Suzanne. In fact, she would not only help me conceive the visualization of the music, but sit with me for countless hours in the cutting room, making editing and mix decisions on the videos. Many of them helped to propel the music to great success.

In the process of re-inventing myself into the film and television world, no studio or financier would just give me a film to produce, notwithstanding any success I had achieved in the music medium; thus, it was time to pay some dues all over again.

I decided that if I could quarterback the music interests for film and television companies that did not have music departments, I could carve out a niche and learn the craft of making movies by playing to my strong suit - music. I would make deals where Morling and I would handle all the creative (as well as the business and administrative) functions of the music component of a film. This way, I would work with filmmakers from the ground up, and help to create the musical blueprint in a manner unique to my take on the project.

One of my most musically adventurous projects in this capacity was to produce and supervise the music to the live - action version of the classic children's tale, "PINOCCHIO." What drew me to the project was multi-fold. Firstly, it was kid friendly, and since I got involved in a number of hip projects that might raise the bar for children - even those my age - I got involved because I could bring the work home. Our boys were still under the age of 10 and I wanted to work on things that I could get their perspective on. Additionally, Martin Landau, one of my all - time favorite actors was to play Gepetto. Finally, the take on the film was unique, because the director was another rock refugee, Steve Barron. Steve had directed some of the most surreal and ambitious rock videos of the 1980’s, including many of the Def Leppard classics. Since Quiet Riot and Def Leppard shared both the sales and video charts at the same time, we came from a similar zone.

When I met with Steve, I thought that his vision on how he was going to interpret the original Carlo Collodi tale was inspired and left of center. Right where I lived! There was a seven-minute pre-record that had to take place before the Henson Creature Shop could use their animatronic magic to bring the puppets to life on screen. It was to take place in the Puppet Theater when Pinocchio is taken from Gepetto - by the bad guy - in this case Lorenzini, and put into the theater as the star. In the performance, Pinocchio befriends the Emperor, slays the Sea Monster and saves the Princess. All of this needed a musical backdrop before shooting started.

The producers of the film and the studio suggested that I license traditional opera since that is what always played behind Puppet Theater, all the way back into the 1700’s. The movie took place in 1850 Italy, thus Puccini and Verde were supposed to be the templates.

In my musical film work, I always tried to create music rather than license it. That is where I come from - I build rather than borrow. I got a flash. The British rock band, Queen, had been one of my all time favorites for many years. In fact, "Bohemian Rhapsody" is one of my top 15 production and vocal models. I said to Steve, "What if we had a 'Bohemian Rhapsody' sensibility, with counterpoint voices, a' la Queen, and changing musical dynamics but with pure opera voices from the Met and a symphony orchestra?

Steve instantly responded and got it. Big problem. Budget, budget and time. "Sure Spencer, go for it, but we need to shoot this scene in five weeks." Years earlier, I had begun to make a guitar hero album with Brian May from Queen, Eddie Van Halen and Jeff Beck (with Carmine Appice on drums). It got aborted. The best thing that came out of it was that I met Brian May. I remembered him as a very sensitive and musically bold individual who also fathered his daughter Emily at the same time as our Morgan was born. So what the heck, I got hold of Brian at home one night and asked him the obvious question: "Hey mate, how are ya? When was the last time that Pinocchio touched your life?" I though it was a fair question to ask someone you hadn’t spoken to in years. The best part was his answer: "Last night!" Brian and his daughter Emily, (at the time 8 years old), had just gone to a West End reparatory production of the original Collodi tale and were moved by its depth. Dark, yes, but meaningful. I told Brian that I was to produce and handle all of the music for this $30 million production and that the director’s vision was to spend that money taking the visual, surreal Collodi journey. I wanted Brian to write an original piece that would be based on a "BoRhap" model but be even more expansive. Only he and Freddie Mercury could write in that style, and since Freddie had just died, Brian was the only mortal on earth who could sculpt such a work.

I had an idea for a title: "What Are We Made Of?" Are we real, wood or ?? If he could create a song that we could then stretch, we could add elements of traditional opera and quote public domain works by Wagner, Verde, Puccini, etc. I promised Brian I would find a multi-dimensional composer who knew traditional opera better than we both did to integrate the styles if he would come on to the playground and play. I sent Brian the script and within two days after receiving it, he was in. Brian needed a break from stitching the last publicly released new Queen album, "Made In Heaven" which contained original Freddie Mercury vocals recorded just before he died. Brian and the other members of the band were overdubbing layered parts for many, many months and Brian truly needed a break in another dimension. Once he signed on, I told him that I would come to England, and after the tune was written, we would produce it together in the studio Queen had been utilizing in Surrey, England.

Brian wrote, what I believe to be a masterpiece called "Il Colosso." I hired seven - time Emmy Award winning composer Lee Holdridge to stitch together the classical components and librettist, Richard Sparks, to take Brian’s lyrical concepts and put them, together with Brian, into a traditional operatic format. The result was stunning. We then produced an operetta, with a ninety-piece orchestra, which Lee and I recorded in Seattle (with the Seattle Symphony) in a 200-year-old church. We did all the vocals in England with Brian, Jerry Hadley (a Leonard Bernstein protegee) and Norwegian songstress, Sissel, singing the main parts. As you might recognize, Sissel’s voice is the gorgeous texture that floats over the score in James Cameron’s "TITANIC." We had the good fortune to record her two years before her worldwide success. As the voice of Pinocchio, we auditioned dozens of young voices and found a boy, aptly named 'Just William', to sing the part. I can say I never had as much fun in painting an audio picture. It was truly an ambitious undertaking and all who heard and saw it on the screen gave us the utmost artistic gratification with their accolades. This was definitely an artistic milestone for me. Working with one of the most lyrical guitarists in the history of rock as a creative partner was something I’ll never forget.

PINOCCHIO is a timeless tale. I wanted the most timeless voice I could imagine to reflect that spirit as audiences left the movie. One of the greatest living talents and singers of this century is Stevie Wonder. Suzanne and I had always admired him, and it was a lifelong dream for me to have the opportunity to work with him. This was what I believed to be a project that might resonate with him. Stevie is very kid friendly, and a universal spokesman for love and humanity. When I shared the vision of the project with him and offered two song opportunities for him to create something special, Stevie instantly responded.

We talked about how Gepetto always wanted a boy and Pinocchio always wanted to be a real boy. They were both lonely. They finally came together in the mouth of the whale. Pinocchio then turned into a real boy and there was no more loneliness in either of their lives. Stevie came up with a gorgeous melody and lyric to reflect this sentiment called "Kiss Lonely Goodbye." Another sentiment was that both Pinocchio and Gepetto had dreams - having a boy and becoming one. Stevie also wrote the hopeful "Hold On To Your Dream" that spoke to those feelings.

This was the ultimate in song craftsmanship. Since the film was set in 1850 Italy, we needed to surround Stevie’s magical voice with textures pure to the culture of the film. He let me record him with a symphony orchestra which Lee Holdridge and I arranged. It was a very rich experience. The culmination of it came at 3 o'clock one morning when we finished our vocals to "Kiss Lonely Goodbye". Both Suzanne and I were so moved by Stevie's performance, we just played the track over and over. Then it hit me. Stevie Wonder is one of the great living harmonica players of all time. He played and phrased like he sang. We implored him to get a harmonica, in the right key, and just for us, put a harmonica solo on the track. There was no room in the film for it but we wanted a copy, as our own musical souvenir. Mr. Wonder was "Wonderful." He sent out one of his staff to get an "A" harp and by 5:30 a.m., we had a timeless work, "Kiss Lonely Goodbye:"Harmonica with Symphony Orchestra.

When I listened back the next day, I knew we had to put this track on the album as a "bonus" track. The world had to hear it. The record company told us that to put another Stevie track on the album would necessitate an additional royalty payment to Stevie and to them. There was already no room, fiscally, to do that. What the heck. I thought the song, orchestrally clothed with his harmonica out front, had to be memorialized on record. "I'll pay for it out of my royalties – just let me put it on the album!" I implored. Well, everyone in the loop said o.k. The track went on to receive a 1997 Grammy nomination for Best Pop Instrumental. It was worth it . . .