It’s been a decade since Mark Orton worked with Oscar-winning filmmaker Alexander Payne but the duo finally found another project to work on together in The Holdovers.
Orton’s journey into film composing is different than most composers. He didn’t go to USC or work at one of the big music studios. Instead, he entered the business sideways as his music kept getting temped into film soundtracks. It’s not like he didn’t have the pedigree as his father was a conductor in academia. In any event, the rest is history.
Payne and Orton’s latest collaboration follows Barton Academy adjunct professor Paul Hunham, who is tasked with having to take care of students with nowhere else to go. Initially responsible for a few of them, the numbers dwindle to just one, Angus Tully (Dominic Sessa), after the others go on a ski vacation. This leaves just Paul, Angus, and the school’s head cook, Mary Lamb (Da’Vine Joy Randolph) to celebrate the holidays on their own. They’d otherwise be stuck on campus until Paul caved and took them on a road trip to Boston.
Slight spoilers follow below as Oton discusses the cue that evolved the most for the acclaimed drama, which took around three months to score.
[Note: This interview has been condensed for clarity and length]
Below the Line: How did you first become attached to composing the score for The Holdovers?
Orton: Well, I had worked with Alexander before on the film, Nebraska—that’s going back a decade. He had a couple of false starts around Covid and all that with projects and he had used Rolfe Kent for Downsizing so this is the first time I’ve been back with him since Nebraska. We had stayed in touch during that time and this felt like the right project for what I do with him and we were kind of connected that way.
I first met him because—the way that I’ve met a lot of people in the film industry and it had to do with the fact that my music was temped in. Music from both previous film projects, but also from my band. I had a performing group called Tin Hat Trio, later called Tin Hat. It was a fine arts center combination of jazz and contemporary classical but it was melodic. Largely, it was a trio, organic, violin, guitar, accordion, bass. It shifted over time—there was other instrumentation, a weird chamber music blend.
We toured for Blue Note at one point but we were on a classical label. It was just kind of an in-between thing. That music got licensed into film a lot in the early days. That’s honestly my entrance into film. Rather rather than being an assistant at a big film music studio down in LA or going through USC or one of the usual tracks, I came in sideways. That’s also how I met Alexander because—for Nebraska, he and the music editor, Richard Ford, who is a longtime companion through music stuff, going back to Election, had placed a lot of my music in that film and that’s how they got to know me.
BTL: At what point in the process do you typically start working on the score—is it from the script or after watching footage?
Orton: That really varies and that comes down to the taste of the director more than anyone, occasionally the producer, too. Sometimes, I’m brought in on projects early, like when there’s just a script even, especially if it’s a director I’ve worked with before and they want me early committed to the project. They want me dreaming about it early. I love working away from picture as well as with picture—I really do. There’s some composers that don’t and would rather kind of focus in.
Alexander came up to Portland here, where I live, spent a week up here. Honestly, it’s not like we even watched early ’70s films or anything. We just listened to music, talked about music, and I wrote music just based on a rough idea of the story, the time that it was taking place, which is very critical with this one for his approach. We’re listening to Carole King’s Tapestry or talking about Jim Croce versus Cat Stevens versus whatever. We’re looking at that era’s music and talking about how it would affect score. Things he was and wasn’t drawn to from that era. Because the film itself, rather than just being a period film—a film about the early 70s—his approach is really—it’s a film that feels like it was made in 1970. That’s his idea behind this.
There’s an optical track—the soundtrack that’s actually with the film is mono. It’s the opposite of Dolby Atmos because in 1970, if you’re in a theater, the sound you’re hearing is mono, also. He really went—and in other techniques as well. It wasn’t just the little after thought. It was really at the heart of the film. So yeah, that translated into the music as well. Even when I was scoring and there’s chamber music there, there’s stuff where I’m using a band. With all of that stuff, it is either leaning in the direction of that kind of 70 sound or it’s at least not ever betraying it. We’re never writing the kind of cue that couldn’t be in a film from that era. That’s what I would say..
BTL: Did you get any notes in particular from Alexander as the score evolved?
Orton: Yeah, a lot of notes with the comedic stuff—that was where I was still finding my footing, making sure not to overdo it. He’s not into campiness, none of that can happen, even if there’s some more overt humor on screen. There’s a few cues that I wrote several versions of. There’s a few songs that didn’t make it in—I wrote plenty so I had choices, but I got notes on them.
There are certain electric piano sounds, for instance, very specific, but leaned it maybe more towards ’70s, like, Stevie Wonder or something. I mean, not exactly, but just leaning that direction or leaning more towards funk or something and that is a definite no-no here. We would shift those around. Especially around some of the key emotional moments, he just goes for a lighter touch there. We’d try some things where there’d be a piano solo piano cue, maybe with some textural elements like a clarinet sustaining quietly or I use an EBow little magnet on my dobro, which is a lap guitar with a slide, and I build textures out of that to keep it organic, and then I’d have strings as well, like some string sustained, which is standard for film scoring.
The string sustained would be the thing that would trigger him because it would be the thing that is the obvious go-to and he would lean away from that. He is thinking on that more subtle level. More than any director I’ve worked with, or more than most anyway, he’s interested in preserving the music for music sake. Rather than, okay, well, we just cut that melody out because the edits changing here and we need to shift it, or we cut that melody up because there’s dialogue. He’s always tracking the musicality of the moment as well and not just having the music purely serve the image. The hierarchy is not the usual one, I’d say, in that sense. Is that making sense? It’s a little different that way, too, which I think is great. I mean, he figures out ways to work with it. Otherwise, maybe it’s writing at overall levels or something.
BTL: Is there a cue that evolved the most during the composing process?
Orton: I’m gonna potentially give something away but there is a cue when one of the character’s visits visits with their dad. That cue evolved a lot and that scene was one of the few scenes that wasn’t 100% locked down, even when I got locked picture. That was one that definitely shifted and it was just a kind of funny dividing line between it and a somewhat shifting one between it turning to emotional and what is a very powerfully emotional moment in the film. I think that was probably the one that evolved the most. There were times when I had it more florid and with more backgrounds. There were times I went more spare with it. I think we arrived at something that really works, but I imagine if I went to look back, there are probably seven or eight or nine versions, hopefully not double digits.
BTL: I know you have your home studio but is there a studio that you prefer to record in because of the way it sounds?
Orton: The nice thing about the time period that we’re talking about here, is that we’re talking about 1970, right? First off, I collect gear. I’ve got all these weird Glock bells, triangles, and things, metal percussion. That desk back there is actually a symbol arm with strings that just has a cover on it. I’ve got all my weird pomp organs over there and my old beautiful Steinway piano that I got from my grandma—all of that stuff’s getting used. I’m doing a fair amount of the tracking here. I am a multi-instrumentalist that handle all the percussion guitars and whatever.
In 1970, I was two years old so it’s not like that was a time period, in the moment, that was resonating with me, but I had a brother 10 years older, and so 1970 meant something very different to him. My dad’s a conductor—that was a lot of music for he and I, and back and forth—but as a kid, I really looked up to my older brother and I really coveted his record collection. The stuff that we’re talking about is this early 70s stuff. At the same time, my early rock bands that I was in as a kid—that was the sound we were going after. We might have been leaning a little more Brit rock with Led Zeppelin and The Who and whatever, but that was the stuff.
Speaking now, in terms of where I’m going to derive my sounds for a project like this, how much of it can I do it in the home studio? Kind of back to your question, if I’m getting a Les Paul, if I’m collecting a Fender Telecaster or Fender amp, it’s probably from that era or it’s late 60s. It’s the stuff that people in 1970 would be using so it was really fun for me, because that’s not the kind of music that I’m normally getting at in my scoring gigs. I’m either doing orchestral music or even if I’m performative, it’s more tied to that chamber music sound I talked about earlier for my band, Tin Hat, or whatever. I’ve got a lot of the gear that makes that work. By the same token, I didn’t want to do the standard composer scoring thing of building up MIDI tracks, like digital instruments, and them having Alexander have to take a leap of faith sonically, like well, this eventually will sound like the 70s or this eventually will sound raw and organic.
I actually did something different this time around and brought in players early, even though it’s a risk because I don’t know if the cue is going to be a go or not. I’m spending money every time I do that, but I play drums, I play bass, I play keys, I play guitars, so I can manage a lot of it myself. I didn’t want to just do this build up thing where I’m starting and I don’t like working with click tracks either.
I know this is an endless answer to your question but basically, I worked here a fair amount but I work at a different place called Dead Aunt Thelma’s, which is a larger, beautifully tuned room. That’s where I did the kind of larger tracking—anything above a quartet and also the band stuff. Some initially there and then definitely the final session later after everything was approved. Alexander did come back up and we worked together with this great band, had fantastic players. I had a sax quartet, too, for horns. Great player who plays extended flutes stuff like alto and bass flute. I can do some of that here. I can do some of it at Thelmas.
Obviously, if I’ve got an orchestra involved or in this score, for instance, I had a boys choir on one of the cues that I did in Salt Lake remotely. There’s an orchestra and choir I work with on union gigs out there. Sometimes I work in Seattle, also, which has got great scoring stuff. Anyway, so that kind of gives you a sense—I’m kind of answering one question you asked and one you didn’t, which is in terms of where I work and how I work.
Again, if this had been the 1940s or something that I was going after, it’d be much more of a hat I had to wear, figure out how to make it fit or stretch sonically but I mix analog, for instance, and the outboard gear that I have all my old vintage equipment, it’s also from that era. My microphones are largely from that era. In terms of sonics and sound, it’s what people are going after. It’s why people buy Neve preamps and, and API preamps. Not to over music geek out but that’s the case. Some of it here—a good portion of it. I mix here as well. I mix analog. I don’t know too many other mixers who do that these days but that’s always been the case for me. I really like that sound.
BTL: It’s funny. I’ve interviewed a number of composers through the years but it wasn’t until after watching the Abbey Road documentary last year that I added that question to my repertoire of questions.
Orton: It makes sense. It’s a lot less common now. I will admit there are moments at three in the morning when I’m not under deadline for some of this stuff when I’m thinking, good lord, it would have been easier if I didn’t do it this way. I’m my own worst enemy. I came from the music side and I’m also an engineer. When I talked about coming into this all sideways, I had this group that was getting licensed in film. I had burned out on touring, which I’d done a lot of, but before any of the my own bands touring, I was touring as an engineer.
I ran the Knitting Factory in New York and I toured with the Lounge Lizards, Frizelle, and even Mr. Bungle—some really heavy bands—as a live engineer and also doing recording work. Between that and then my dad conductor conservatory, writing contemporary classical music, and all that, I had the requisite skill set to become a film composer.
It’s such a tech heavy job but that did come with this baggage of me getting really into high-end audio equipment and building out the studio with sonic concerns and not necessarily workflow ones. That’s where I landed, and that’s what I’m fighting, hopefully not to the death.
BTL: How supportive were your parents when you decided you wanted to go into music?
Orton: It’s funny, the way that worked for me. I have to admit that I did music all the time. I was in choirs. My high school had a really serious excellent music program. Music theory, and three orchestras, three jazz ensembles, just a next level thing. This was in Stony Brook in New York. The first order of business was that I was always playing in bands of my own. I was writing music early. I was doing the jazz stuff and I was also studying classical music.
Between 10th and 11th grade, I couldn’t make it into the top jazz ensemble because this other guitarist—there’s only one guitar spot and I was mostly a guitarist. This other guitarist, who literally—we’ve been in a band together from second grade, we’re very good friends, we remain so now. He had gotten that spot. This was the big turning point for me, in terms of all this, is that the leader of the music program in my high school said, “Look, if you study with this person, I’m going to refer you to over the summer, not just once a week, but all the time, then you can join us our pianist next year to this top band.”
That person I was studying with is my lifelong mentor, a guy named Danny Deutsch. He had come out of the Columbia Princeton labs and was a serious classical guy, but knew as much about Hendrix and as much about Kenyon pop music and as Elliott Carter or whatever else. In studying just jazz piano with him, I began to really compose and at that stage, somewhere around 11th grade, it became pretty clear that that’s what I was going to do.
I’m my dad’s namesake and my dad was always really supportive. I mean, he was realistic with me. I knew the kinds of ins and outs of it to some degree, although he was more in academia than I was from his conducting career and all that, but I’d say that they were very supportive. It was a big family and I was the only one foolish enough to pursue music. Everyone else chose simpler paths, I would say, but yeah, very supportive.
BTL: It was so nice getting to talk with you this afternoon.
Orton: Yeah. I might mention one other thing. It couldn’t come up organically, if it’s worth it for you. Maybe it’s helpful or maybe it’s not. One really nice thing about this film, and this was a total sort of happenstance thing, when I started looking at footage, it was shot just a couple miles away from a place that not only have I lived, but I have returned to three times and considered moving there.
In the end, I chose Portland but I have regrets about that now and then. I love this part of the world in Western Massachusetts. When I was tasked by Alexander to make some music for montages where the main characters are driving around this part of the world or whatever, it was an easy nostalgia and emotional connection for me because it’s the very roads that I’ve driven around myself and it’s a part of the world that I really love and miss.
The Holdovers is available to stream via Peacock, and it’s also still playing in select theaters.
