In Cue & A, music supervisors guide us through the record collections of our favorite television shows.


Fargo went back to its roots in its second season, flashing back to 1979 and focusing on a young Lou Solverson (Patrick Wilson) as he becomes ensnared in a bloody battle between the Gerhardts, a small-town crime family, and the corporatized syndicate horning in on their turf. Marguerite Phillips, who also wrangles music for HBO’s Togetherness, came aboard to source dozens of songs for season two, having little to go on from season one, which contained very little licensed music. Luckily showrunner Noah Hawley had plenty of ideas, many of which were borrowed from Coen brothers films. This interview covers the music from season two, and it discusses major plot points in detail.

The A.V. Club: How does your creative relationship with Noah work?

Marguerite Phillips: This is the first project we’ve worked on together, so it was a new working relationship and it grew as the year progressed. A friend of mine is a producer on the show, so I got a meeting with Noah. I thought it was a general meeting until the night before, when my friend told me the job for music supervisor on season two was open. I kind of freaked out because I was such a big fan of season one, so I was really nervous. But I was hired right away after that meeting. I actually got a text that I was hired as I left the building, so that was cool.


Our next meeting was a creative meeting with Noah and Jeff Russo, the composer, and I think I had read the first two scripts at that point. It was just a brainstorming session to figure out the musical direction, because in the first season there wasn’t a whole lot to reference except for what was in Noah’s head. Noah had already put a lot of thought into the music. It was exciting for me because it’s a period piece, and Noah had already thought about some specific different musical directions he wanted to go in. He gave me those directions and gave Jeff his directions and pretty much said “Go do your thing.” I think his exact words were “Go down some rabbit holes.” So I went home and did a ton of research and listened to stuff for months. I listened to so much music, and the hardest part was narrowing it down. I ended up sending him eight to 10 really long playlists, which he chose some stuff from, and I threw in some things. Then we added in the things he knew he wanted and made a master playlist, then narrowed it down, and that’s what we worked from for the entire season.

AVC: Does it make your job easier or more difficult when a showrunner has really specific ideas about what they want?


MP: I like a challenge, so I prefer a situation with less direction. I’ve worked on projects where I’m basically just a music licenser, and what’s the fun in that? The creative is the fun part, the part I love, and it’s where I can add value.

AVC: What were some of the musical themes Noah told you to explore?

MP: He wanted me to explore prog rock and Krautrock. He wanted me to look into girl punk bands from the ’70s. Like The Runaways was the first thing he threw out, and that was for the character of Simone (Rachel Keller). Her character is young and rebellious and would be listening to stuff like that. He asked me to look into German folk-inspired music, which would represent the Gerhardt family and the strength and happiness of that family unit. He wanted me to listen to a lot of Jethro Tull, which was awesome. So now I’m a Jethro Tull expert because I basically listened to every song [that band] ever recorded. Some of the directions he sent me didn’t actually make it into the season, but they generated other ideas that did.


AVC: So once you have those directions, how do you conduct your research? Are you combing through your own collection or looking at charts from the era?

MP: It varies, but it’s basically a lot of research on the web. I had to do a lot of reading, but a lot of the music isn’t on Spotify, and I certainly didn’t have it in my library. Most of the song choices weren’t really common choices, so I was just dicking around and “going down rabbit holes,” like Noah said. Sometimes when people ask me how I got to a song, I don’t even know how I got there. One thing leads to another, like the Fixx song. I discovered a bunch of songs I never knew existed.


AVC: All of the music used in the series, with the exception of some of the covers, was released prior to 1979. Was there ever discussion of using anachronistic song choices or was that off the table?

MP: That was off the table. We were creating a period piece.

The song: Billy Thorpe, “Children Of The Sun”

The scene: Judge Mundt (Ann Cusack) heads to the local Waffle Hut with Rye Gerhardt (Kieran Culkin) in pursuit, starting the chaotic chain of events that fuels the season. (The song also plays over the end credits of episode five.)

MP: In the first creative meeting, Jeff and I sat down with Noah. He played us a bunch of stuff for Jeff to listen to as he was composing, and he played me the songs he was listening to as he was writing. “Children Of The Sun” was one of the first things he played for us, and I believe it was written into the script, so that was one he definitely wanted.




The song: Emmylou Harris, Alison Krauss, and Gillian Welch, “Didn’t Leave Nobody But The Baby” (as performed by Hawley and Russo)

The scene: Hawley’s cover of the song previously used in O Brother, Where Are Thou?, runs with the end credits after the Kansas City syndicate hands down its marching order.

AVC: I understand Noah sang this himself. Was that a first for you, or have you worked on other projects where the showrunner pitched in musically?




MP: It’s a first for me. I’ve definitely been in editing sessions where the showrunner starts singing to tell me what they want for the scene, but it’s never actually made it into an episode. We had recorded our first Coen Brothers’ cover at that point with Blitzen Trapper, and we were trying to figure out who should cover “Nobody But The Baby,” and we hadn’t picked the artist yet. We had a brainstorming email going back and forth about it, and I got an email from Jeff with an mp3 attached like, “Check out what Noah and I did in the studio last night.” I had no idea they were doing it, and I didn’t even know Noah could sing. But it worked beautifully and it was definitely a first for me.

AVC: And it took some work off your plate.

MP: Yeah, and also we’re always trying to save money. People have asked me why there are so many songs from O Brother, Where Art Thou? and it’s just because they’re in the public domain, so we don’t have to pay for the publishing rights. But we also didn’t have to hire a band for that one so it was a freebie.


The song: Burl Ives, “One Hour Ahead Of The Posse”

The scene: After his flighty wife Peggy (Kirsten Dunst) mows Rye down with her car, Ed Blomquist (Jesse Plemons) is left cleaning up the evidence.

MP: I thought was the perfect choice for Ed. It’s from the ’50s, and most people know Burl Ives from his Christmas songs. I didn’t even know that he had a whole other catalog of music, and Noah introduced me to it. I listened to a lot of Burl Ives, not with Ed in mind specifically, but with the season in mind. But as the editing progressed, I learned more about Ed. There’s only so familiar you can get with a character through the scripts, so I learned more about Ed as we watched different cuts, and it’s obvious that Ed is stuck in an older generation. “Stuck” might not be the right word, but he’s more attached to his parents’ generation, so he just wants a simple life with a wife, a family, and a good job at the butcher shop. So a song from the ’50s works for him.




Also, the song is perfect because it starts off kind of silly, weird, and fun, but then the lyrics get really dark toward the end. With that scene, you first hear the more fun parts of the song so it seems like a fun scene, and then you get drawn into the darkness of what’s actually happening, which is that he’s cleaning the blood of a man his wife ran over. It’s horrible to be in that moment for him, so it works because you first get sucked in by the humor of the song, then all of a sudden you’re like, “Oh shit, this is happening.”



AVC: When you’re pairing a song with a character, are you typically thinking in terms of music the character would actually listen to, or do you want a song that more abstractly represents the character’s identity?


MP: It’s usually more abstract. It depends on the project but for the Ed scene, it’s more abstract. I definitely approach projects in a character-driven way. When I start on a project, I make playlists for the characters, and I don’t know if that’s just me that gets attached to the people first before going in a more general direction. But I don’t put a lot of thought into what the character would literally be listening to. I don’t think about what would be coming out of a character’s car radio unless it’s actually coming out of their car radio. I think that’s the only time you have to be literal in that way. It’s more about what informs the character, and that could be where they were born, where they grew up, what music they would have listened to in college, or just what their storyline is about.

The song: Cris Williamson, “Song Of The Soul”

The scene: Peggy gets a ride home from Constance (Elizabeth Marvel), Peggy’s boss at a beauty salon whose interest in her is more than professional. “Song Of The Soul,” widely considered a lesbian anthem of the era, plays briefly in Constance’s car.

AVC: So an example of reflecting the character’s personal taste would be the song playing from Constance’s car radio when she’s taking Peggy home.


MP: Yeah, one of Noah’s early directions was that he wanted me to look into “womyn’s” music to fit into the whole idea of Lifespring and Constance’s character, which was important throughout the season. He wanted me to research what was going on with female musicians at the time, and that was really fun. I watched this documentary called Radical Harmonies, which is about women making music in the mid-’70s. It talked about how labels in the ’60s would have a token all-female band, so if you were a woman trying to get your music out in the late ’60s and early ’70s, if the label already had a token artist in that slot, there was no room for you. There was a movement of women who got together and formed their own labels, and learned how to record and produce music so they could put it out themselves. They also learned to market their music and do all-female festivals, and Lilith Fair eventually grew out of that. That’s how I came around that song to represent Constance’s character, but I wound up with a lot of songs for that character.



The song: Jeff Wayne, “The Eve Of War”

The scene: Ed closes up at the butcher shop after disposing of Rye’s body, and the song—from Wayne’s prog-rock War Of The Worlds-themed concept album—plays out the episode as a reference to the season’s extraterrestrial themes.

MP: This was another one Noah played for us in the first creative meeting, and I’d never heard it before. But I’d read the first two scripts by then so I was beginning to understand based on “Eve Of War” and “Children Of The Sun” what Noah was looking for.




The song: Yamasuki, “Yama Yama”

The scene: A visually striking opening montage shows the many players in the rapidly intensifying turf war.

AVC: This was my favorite spot of the whole season, but it was also the one that sounded somehow like it didn’t quite belong in the Fargo universe.




MP: It could have felt like it wasn’t part of the Fargo universe because that was the first episode to start off with an obscure song like that. We threw in some other out-of-left-field songs like that throughout the season, but that was the first one. But that was one of the directions Noah sent me in when we started. He asked me to research international music from the ’70s. So I listened to a ton of that stuff and that was one of the ones that stuck out. A friend had actually introduced me to that song a couple years ago and it’s a song I’ve loved for a while now. It’s funny because I send these playlists to Noah but I don’t highlight my favorites. I send over a significant amount of songs, and I don’t want to bias him by telling him which are the ones that I would pick or which are my top choices. But that was one he immediately gravitated to, so we knew we wanted to use that song in the season. We tried it in a few different places, but that was where it stuck. It’s just a gut reaction, and it worked.

AVC: That’s also one of the most striking uses of the split-screen device.

MP: The split-screen stuff wasn’t something we were aware of when we came in for editing. That didn’t come until later in the process. They were certainly there when we did the mixes, but they weren’t there when we first did the placements.


The song: Blitzen Trapper, “I Am A Man Of Constant Sorrow”

The scene: The O Brother cover ends the episode with Gerhardt bruiser Hanzee Dent (Zahn McClarnon) setting off in search of Peggy and Ed, and local armchair philosopher Karl Weathers (Nick Offerman) dispensing drunk wisdom.

MP: This was one of Noah’s ideas, he sent me and Jeff a text and said “How about Blitzen Trapper does a crazy ’70s rendition of ‘Man Of Constant Sorrow?’” At that point, there had been no discussions about Coen covers, and this was in the beginning of the editing process. He sent us the text, and I was like, “Fuck, yeah.” It was a great idea, so I made it happen, and Blitzen Trapper came back with a fantastic version of the song. It went so well that we decided to do more Coen brothers covers. I sat down and made a list from the Coen brothers’ huge body of work, and Noah did the same, so it became a brainstorming session about what songs could work and what bands could work. We were basically just listing our favorite bands. It was fun and added some energy to the whole process because we were limited by the 1979 cutoff, and the covers opened us up to working with new artists.




The song: The Shakey Graves, “O Death”

The scene: Kansas City hatchet man Mike Milligan (Bokeem Woodbine) loses control of the battle with the Gerhardts, prompting the home office to send an intimidating replacement.

AVC: Mike Milligan is one of the most interesting characters in the season, and his personal style is very influenced by country music. Were there songs specifically inspired by his character?




MP: No, there weren’t, but there are songs that now, in my head, represent him, even though I didn’t start off choosing them for him. If I had to pick one song that best represents him in my mind, it would be The Shakey Graves’ cover of “O Death,” just because for me, there are a couple moments in which Mike is vulnerable and displays a certain level of humanity that made me attach to him, even though he’s a difficult character to attach to. I felt a lot of sympathy for Mike that he hadn’t been successful in his endeavor and that the job was being given over to the Undertaker (Markus Parilo). We hear “O Death” as we see the Undertaker going up in the elevator, and you feel bad for Mike even though he’s an evil, evil man, because you don’t want his reign to end yet. And obviously it doesn’t.

The song: White Denim, “Just Dropped In (To See What Condition My Condition Was In)”

The scene: Mike gets the break of a lifetime when Ed calls to tell him he has Dodd Gerhardt (Jeffrey Donovan) in his trunk, and the episode ends with a cover of the Kenny Rogers song, which was previously used in The Big Lebowski.

AVC: How did White Denim get matched up with this song, and with the covers in general, how did you go about matching the songs with the performers?




MP: It varies from cover to cover, and a variety of factors come into play. Noah and I started with our dream list of people we would want to do covers for us, and part of it is a matter of whether a band is available, or on tour, or busy, or just declines. We didn’t have much of a budget, so we didn’t have a lot to offer the artists. There were also some ownership issues around who would ultimately own the recording. So there are the bands we like, and the practical, negotiation part, and the songs we wanted. When all three of those factors lined up, we had a cover. But once we knew a band was onboard and excited, we gave the bands a choice. We would assign a song to them and go to them with it, but we would tell them the other songs we were thinking of and tell them that basically the entire body of Coen brothers soundtracks was up for grabs.

With White Denim, I can’t remember if that was their suggestion or ours. We knew we wanted that song covered, that was for sure. That’s one of the songs we were set on, and White Denim did a great job. I was born and raised in Austin, Texas, and Noah lives there now, so Austin bands wound up on the top of our list. I’ve been a big fan of White Denim for years, so it was really exciting to work with them.


The song: Junction, “Sorcerer”

The scene: The heavily armed Gerhardt clan rolls up to the Motor Motel hoping to rescue a kidnapped Dodd, only to walk into a trap laid by Hanzee.

AVC: This is a pivotal scene for the season, and you used a song I’ve never heard of. How did you arrive at it?




MP: That’s an interesting moment because that is the only scene where we had a different song in there at first, but had to take it out because of the budget. We originally had “Gun” by John Cale, which is a fantastic song, but we were told to take it out. The song wasn’t actually that expensive, but it was late in the season so we didn’t have the budget left over for it. So we had to dig pretty deep to find back catalog stuff. I’d never heard of the band before. I found it through a company called The Numero Group.

AVC: Oh cool, we’re really big Numero Group fans at The A.V. Club.

MP: We listened to a ton of stuff from them. That’s also where we got “Mustache In Your Face” by Pretty, which is in episode six, and “I Love You” by J.C. Akins from episode one. They were so helpful throughout the season. We got some phenomenal stuff from them and they gave us some killer prices. But that’s what was so fun about this project. I got to listen to stuff I never even knew existed. It was like a treasure hunt the whole season, and it was so much fun.


The song: Bobby Womack, “California Dreamin’”

The scene: Peggy rides in the back of Lou’s squad car, fortunate to survive several attempts on her life, but destined for a prison sentence that will preclude her dream of moving to California.

AVC: This song has been performed by a lot of people, what made the Bobby Womack rendition fit?




MP: Besides budget? [Laughs.] That’s the one that I found and the one that worked. Honestly we didn’t try any other versions. We had a few other songs with “California” in the lyrics that we tried there, and that song is hauntingly beautiful in that scene. It just worked, and there was no question once we put it to picture.