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An Oral History of the ‘Grey’s Anatomy’ Musical Episode

Since 2005, Shondaland has produced groundbreaking television. And over the course of 19 seasons, Grey’s Anatomy has made more than its fair share of bold choices. From the killing off of Patrick Dempsey’s beloved McDreamy to the still-controversial ghost-sex story line, the ABC series has seen, and done, it all. But perhaps no episode was riskier than turning the popular medical drama into a musical for “Song Beneath the Song,” the infamous season-7 hour in which a pregnant Callie (Sara Ramirez) gets badly injured in a car accident and, while her fellow doctors work to save her life, sees her hallucinatory self burst into song — with the rest of the characters quickly following suit.

Coming from the mind of series creator Shonda Rhimes, a vocal fan of both Broadway shows and TV musicals like Buffy’s “Once More, With Feeling,” the Grey’s musical episode was a monumental moment for the show and for television. Many viewers praised its audacity and swooned over the vocal chops of stars like Ramirez (who identifies as she/them) and Chandra Wilson.

“Song Beneath the Song” made for one of the most memorable hours of television, earning strong ratings and leading the soundtrack, particularly Ramirez’s show-stopping rendition of Brandi Carlile’s “The Story,” to Billboard success. A decade later, its impact is still growing, thanks in part to the countless teenage Grey’s fans who’ve only recently discovered the series via Netflix. Like the show itself, the musical has become an indelible part of TV history — and so, 10 years after its premiere in March 2011, we spoke to the episode’s cast and crew to get the story of how it came to be.

Featuring thoughts from Rhimes; writers, producers, and co-showrunners Tony Phelan and Joan Rater; and actors Wilson, Kevin McKidd, Jessica Capshaw, Kim Raver, and Eric Dane, this is the oral history of “Song Beneath the Song.”

preview for Grey's Anatomy - "Chasing Cars"

Finding the Inspiration

Inspired by a 2008 benefit concert in which several stars of Grey’s and its spinoff show Private Practice performed songs to support out-of-work Hollywood workers during the 2007-2008 writers’ strike, Rhimes decided to turn her long-held desire to make a Grey’s musical episode into a reality.

Rhimes (series creator and writer): I remember thinking to myself at a certain point, I have this sort of murderers’ row of Broadway people. Like, Chandra had been on Broadway and singing; obviously, Sara Ramirez had won a Tony on Broadway [for Best Featured Actress in a Musical, in 2005], which is how I first met them; and then I knew that Kevin could sing. There were so many people in the show with beautiful voices. … It felt like it was leaning in that direction in a good way.

Rater (writer, producer, and co-showrunner): The first iteration for, like, two days when we first started batting around the idea was that we would write original music. It was all gonna be original music. And then we quickly realized that a) who’s gonna write that music?, and b) no, it doesn’t feel like the right thing. And then Shonda, I think a day or two later, came in with the idea that we would use these iconic songs.

Wilson (Dr. Miranda Bailey): But the studio wasn’t quite on board with this whole idea.


Convincing a Skeptical Network

After coming up with the episode’s plot and deciding that the characters would sing classic songs from the Grey’s soundtrack, like Snow Patrol’s “Chasing Cars” and the Fray’s “How to Save a Life,” Rhimes pitched the idea to the network — but, in a surprising first, she was told that they were going to pass.

Rhimes: By that point, I wasn’t getting notes on anything; nobody was saying no to me about anything. So it was really bizarre to me that there was all this resistance to doing a musical episode. And I remember somebody at the network saying, “Can’t you just do one of your love-triangle thingies again?” And I thought, my head’s gonna explode, because the show is not a bunch of “love-triangle thingies.” You guys have missed the point entirely. I felt like, no, every year of the show is a completely different show, and this year the show has a musical episode. And that’s the story.

McKidd (Dr. Owen Hunt): Tony, Joan, and Shonda basically said to us, “We are trying to convince Disney to give us actual money to do this musical episode, and we feel like we want to do a show-and-tell to show them what this musical episode could be. Are you guys willing to give your time to help us create this show-and-tell?” And we were like, “Yeah, of course.”

Wilson: So we gave them a concert. Sara, Kevin McKidd, and I, along with musicians, got together, and we performed this script that Shonda and Tony Phelan put together. Shonda did the narrating. And we went through what the entire episode would be, based on those iconic songs.

McKidd: I remember Sandra Oh came to the concert for the execs just to be moral support for us. And she became like our groupie — she would stand and cheer and whoop and holler in between all the songs.

Phelan (writer, producer, director, and co-showrunner): Once [the executives] saw it, and saw it could work, then they gave us the okay to do it.

Rhimes: I still feel like they thought we were crazy. But you couldn’t deny the talent in the room.

preview for Grey's Anatomy: Post Op (Episode 2)

Getting the Cast on Board

Once the episode was greenlit, the team began the task of persuading a cast full of non-singers to simultaneously sing, act, and — in some cases — dance on screen.

Wilson: The offer was put out on the table from the beginning from Shonda — anybody that’s not interested in singing, you’re not required; you don’t have to do it.

Rater: I think Sandra from the beginning was like, nope.

Rhimes: She looked at me — it was her very deadpan face — and she was like, “I’m not singing.” And I was like, okay! If that’s not your thing, that is not your thing — that’s completely okay. And it didn’t feel like she was afraid to sing or push past this barrier. It felt like Cristina Yang doesn’t sing. And that made sense to me.

Rater: Ellen [Pompeo] has a great voice. She could’ve done more. … Ellen was very gracious about, like, “I’ll doo-wop in the back; don’t worry about me. Let’s hear Chandra, let’s hear Sara, this is theirs.”

Capshaw (Dr. Arizona Robbins): In addition to Sara having this powerhouse voice, they was always very generous about others and never made anyone feel smaller because of her giant power. But singing with her was like, “Aw, man [laughs], how about you get this one? You got this leg of the race.”

Wilson: Probably the most frightened person was Kim Raver, bless her heart.

Raver (Dr. Teddy Altman): It was super-exciting and terrifying at the same time. We all love singing, but unless you’re Sara Ramirez or Chandra Wilson.

Dane (Dr. Mark Sloan): I don’t fancy myself a singer, so I said, “Shonda, in this particular episode, I want the least amount of lines.”

Rhimes: Eric Dane surprised me, because his voice had this lovely quality to it that was really nice.

Dane: I set her up for a catastrophe, so she had very low expectations.

Starting Rehearsals

For months leading up to the episode, the cast embarked on a grueling series of rehearsals and voice lessons, adding hours onto their already long daily schedules.

Capshaw: I had just had a baby, and I was really taking my life one day at a time. I knew it was going to be a big episode, but, timeliness-wise, it was a tough time. I think I was still breast-feeding.

Phelan: Usually in the writers’ room, you’ve got maybe six-to-eight weeks from the time you come up with an idea to the time that it’s shot. This we needed almost the entire season to plan for.

Raver: It was like riding a bike but then adding, like, six more wheels to it, and you had to kind of figure it out.

Capshaw: We were all bringing our A games. In normal days, it feels like there’s a familiarity, you can feel a little more casual, a little more off-the-cuff, but there was nothing off-the-cuff about this. It was all very high stakes because it was life or death, literally.

There were some silver linings, though.

Dane: We had these little earbuds in our ears, I guess like how you film musicals, so you can sync what you’re mouthing with the music in your ear. And so I went to the sound operator and said, “I can buy one of these earbuds, right? And I can create a content-receiver pack and connect it to an iPod and pipe music into this too theoretically, yes?” And he said, “Yeah, you could do that if you want to.” So I said, “So when I’m performing surgery in later episodes on this show, and I don’t have very many lines, theoretically I could be listening to music, and nobody would know?” And he said, “Yeah, theoretically, that would work.” So I had one made, and I shot many episodes in the surgical theater, sometimes with lines, listening to music, many times.

preview for Grey's Anatomy - "The Story"

Filming the Episode

“Song Beneath the Song” revolved largely around the seriousness of Callie’s condition, but there were also some light moments, including a sexy, dance-filled take on “Running on Sunshine” featuring several of the show’s couples.

Capshaw: When Sara and I are in the car in the clouds — oh my god, I’ve never felt so goofy in my life [laughs].

Raver: Scott Foley [who played Teddy’s love interest Henry] and I had so much fun working together. He’s so funny, and so choreographing that dance singing number was really fun.

Wilson: Debbie Allen sent in Eartha Robinson, one of her choreographers from the Debbie Allen Dance Academy, who I knew from Fame, the television series. So this is who was coming in, teaching us how to twirl. And I was like, oh my god, I’m on Fame!

Early in the episode, McKidd’s Owen sing-shouts at his crew of doctors to “calm down” — a moment that, years later, became a widely shared meme for its over-the-top nature.

McKidd: In the scene, I think it was Kate Walsh — she’s brilliant; she’s a prankster — and Patrick and Eric Dane. And they were all arguing. And I’m sitting there and [the cameras] push in on me and I go, “Calm down.” And they couldn’t keep a straight face. Every time we did a take, they just would fall over laughing. And they were on camera giving me the eye line, and I had to sing this song seriously with those two actors just doubled over, like sidesplitting. It just tickled their funny bones so much. That was one of the hardest acting days of my life [laughs].

Capshaw: For sure, many, many, many shots were taken at Kevin McKidd for his “calm down” [laughs]. … He really took on the rock-&-roll part of it.

McKidd: My daughter, who’s big on Twitter, she said that “calm down” thing’s like a serious meme thing now, which I guess is an honor. I don’t know.

The biggest moment of the hour came at the end, when Ramirez, a Tony winner for Spamalot, sang “The Story” as Callie fought for her life.

Phelan: When Sara came to Grey’s, they had this idea that they absolutely wanted to be known as an actress not a singer. And so for Sara’s first couple seasons on the show, they kind of left that side of themself behind. Then, here was Shonda and I coming to Sara and saying, “No, we want to re-engage that part of you and put it on the show.” And so I think that they got nervous about that … but to hear that amazing, magical voice come out of them … that was the moment that was going to be able to sustain the music [of the whole episode].

Rhimes: When Sara sings “The Story,” I mean — I wrote the episode; I know what’s gonna happen. I’ve seen it a thousand times. It has nothing to do with me. But I always tear up a little bit because of their extraordinary voice and extraordinary performance.

Wilson: What a showcase it was for Sara Ramirez. I’m so glad that they got to share that part of herself with our audiences.

Reading Those Reviews

On March 31, 2011, the episode aired. While it garnered strong ratings, viewers’ reactions to “Song Beneath the Song” were mixed.

McKidd: I think we all went into it with our eyes open, and we knew there was gonna be mixed reviews. Because some people are gonna love it, and some people aren’t. But that shouldn’t stop people from taking a few risks in what we do, you know?

Rater: I remember being shocked that there were people who didn’t like it. I was like, come on!

Capshaw: It didn’t feel like [the reviews] were gonna affect anything either way. It wasn’t gonna be like, “Oh my gosh, that was too silly, and I’m never watching Grey’s again.” It had already found its place in people’s hearts.

Rhimes: I learned very quickly [on Grey’s] that if you’re gonna believe the good things people say about you, you have to believe the bad things people say. So there’s no point in paying attention to any of it. … Nobody’s gonna like everything that you do.

Phelan: I know there are a lot of people who don’t like it, who felt like it bent the show too much, but it’s season 7 of a show, and if you’re not taking big swings when you’re on season 7 on a show, something’s wrong.

Creating a Legacy

Despite the critical reactions, the episode has developed something of a cult following over the years, thanks to live benefits and TikTok memes. A decade later, its creators all look back fondly on the hour and its impact.

Wilson: [The cast] watched it together, and I remember feeling like, wow, look at what we did!

Capshaw: When we showed up to do that benefit concert, I remember coming out onstage … and being completely, completely overwhelmed with the people that responded to Arizona in that episode, and to the love story between Callie and Arizona.

Phelan: As a director, it was the biggest challenge of my career to do that, and it’s one of the things that I’m most proud of.

Raver: I’ll be in my car singing along, or at work if we’re in the hair-and-makeup trailer and we’re listening to [the soundtrack], it’s just an immediate flashback. It kind of feels like yesterday.

Wilson: The soundtrack is on my playlist on my phone [laughs]. So I will pop that thing out in a minute, because it’s just absolute happy memories.

Rater: If I’m cooking, that is what I put on. That’s what I tell Alexa to play for me.

Rhimes: I feel like that episode just always reminds me of having so much fun. That was what was really great. We had so much fun. And how much do you get to say that about just being at work?

Dane: As a cast, contrary to what some of the entertainment media might have speculated, we were all very close. We all spent a lot of time together, and a lot of that stuff felt really real to us. It was easy to access because of how we felt about each other off screen.

Raver: I just remember it being such an incredible experience, being able to work with all these incredibly talented actors and creators.

Rhimes: It’s right in my top 10 of episodes we’ve ever done.

Dane: I don’t particularly want to do it again, but I’m glad I did it.

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