Psychonauts Q&A with Peter McConnell

Eric on 2021-12-09
Psychonauts Q&A with Peter McConnell.

We're here with Peter McConnell. You have a huge resume of composing. You've worked on Brütal Legend, Psychonauts, Grim Fandango, the Costume Quest games, and Sly Cooper, back in the day.

Starting off by talking about the original Psychonauts, one of the game's most beloved locations is, of course, the Milkman Conspiracy. It's a weird level with a cloak-and-dagger theme. The enemies are all disguised and the level design is a warped, MC Escher sort of environment inside this paranoid mIlkman's mind. And the music really enhances the experience.

Is the music intended to amplify the Milkman's paranoia? There are elements of what sounds to me like '60s spy movies or vintage science fiction movie scores. Could you tell us about the process behind composing this music?


Peter McConnell: A big influence would be the score from the TV show "The Twilight Zone." It was certainly one of the greatest influences on the whole Psychonauts score, besides the Roma music that Tim Schafer gave me to listen to. I grew up watching a lot of '60s spy movies.

And for that particular level, another thing that comes to mind is "The Day the Earth Stood Still," which is an early use of the theremin. It's not the earliest in movies, but it may be one of the earliest in a Hollywood movie. That was a huge influence, as well.

I love that campy invaders-from-Mars kind of vibe. My family just got finished watching a movie called "Them" about giant ants. There's no theremin in it, but that score is from that Elmer Bernstein era of '50s and '60s sci-fi.

I'm pretty sure that's the greatest use of the theremin in videogame soundtrack history.

Well, it's not really a theremin, I have to admit. The ones that have a big, rich sound are very expensive, so I had to imitate that sound using my own Kurzweil K2000. I worked on that sound a lot, I have to admit.

For those who don't know what a theremin is, it's an electronic instrument invented in the early 20th century by a Russian composer named Theremin. It was used in a Russian film called "Aelita," filmed in the '20s.

The way it works is there are oscillators in it that make a tone, and the pitch of the tone is controlled by moving your hand through an electromagnetic field that is generated above the instruments. You literally move your hand up and down in space to play this instrument. And it's really great to watch.

Were you looking to amplify the paranoid feeling and disorienting environment with that approach?

Certainly it goes back to "The Twilight Zone." There are a lot of episodes about different kinds of paranoia. One of them that I'm thinking of—there's not necessarily a musical influence but a thematic one—there was one show about what happens to a neighborhood when the lights go out and none of their vehicles or radios work. They start to get freaked out about why this is happening. It's not just a power loss. No mechanical or electrical device will work. And they start getting paranoid about it, and eventually they turn on each other.

Not to give it away, but it is about an alien attack, using people's paranoia against them. I was thinking about that, in terms of the Milkman, because he has a very unique set of priorities.

He certainly does. That's a polite way of putting it. May we backtrack for just a moment? You mentioned that Tim gave you Roma music to listen to. Would you clarify that for me?

It is traditional gypsy music, though we don't use that term anymore, for good reasons. In case people don't know who the Roma are, they are nomadic folks who live in Eastern Europe and they have a religious tradition that blends a lot of cultures, and they have this really interesting music that you can hear from places like Transylvania and Moldavia. I got a CD from Tim that had this music on it, played by these traditional bands that apparently was on Johnny Depp's listening list in Rolling Stone back in 2000.

It's really cool music, and it definitely had an influence on the "Meat Circus" theme and some of Raz's music.

I definitely want to hear more about that later. Let's move on to the "Black Velvetopia" level, where there's a village with a rampaging bull and a lovelorn bullfighter. Would you describe choosing music for that world? It's so different from other locations in the game. How did you choose flamenco music and weave that into the soundtrack for the game?

Psychonauts music, in general, is about the human mind. The music really tries to be as varied as the mental experiences of people. Tim is tapping into black velvet paintings, which you can see at gas stations. Elvis and bullfighters really are the two most common subjects you saw on the road when I was a kid. I don't know why.

The painter, who paints the bull over and over again, does have a Spanish accent. He is painting the scene of a bullfight, so I went for the Spanish vibe by doing flamenco music. It just seemed to be what would be playing in his mind. That was me on guitar, and also that bongo sound is a Moroccan clay pot drum that a friend gave me.

Psychonauts 1 was all recorded at my little cottage in Berkeley. In those days, Double Fine was literally working out of a garage.

I was there, visiting as a videogame journalist.

Wow. You remember you had to actually drive into the garage and climb up a scaffold into where the cubicles were, inhaling your own exhaust? The whole company went on to bigger and better things.

The original Psychonauts came out back in 2005. 13 years later you come back for Rhombus of Ruin. How would you describe your experience returning to this off-kilter world? And, on top of that, it's a VR game this time. Did that have an impact on the way you approached the soundtrack?

I thought VR was a logical thing to do with Psychonauts. There's already this mental theme there, anyway.

I do get asked what's it's like to return to something after all this time. For me, it's not like all that much time has passed. You think about your friends in high school, and you expect, even though it may be many years later, that when you see them they will be exactly like they did in high school. Your picture of them is the same as when you saw them last. And then when you see them, you're like, "Wait a minute, how can you be that old?" And then you realize, well, I'm that old. But it's still a surprise.

For me, leaving Psychonauts in 2005 and coming back to it, it's like it never went away. It was like this friend that was always there. It exists as part of my mental score. There's Psychonauts! "Nice to see you. How are you doing? Oh, my goodness, you were recorded in an apartment!"

Other than that, it was about diving back in. It was really nice to return to that world, being able to bring some more resources to bear. It allowed for a longer score, more live musicians and bigger production values. It's very satisfying because I felt limited, as I think we all did with Psychonauts 1, in terms of what we were able to do with the time and budget at hand. It was nice to come back to that, now not needing to worry about the fact that I have to do an instrument with a sample because I'm out of money to pay musicians.

That's a great analogy, that this is an old friend. Let's move on to Psychonauts 2. We've got to start by talking about the Meat Circus. It's the final level in Psychonauts. The architecture is made of raw meat. There's this warped, festive music playing. And in Psychonauts 2, that music theme turns up again.

I can testify, you get this anxiety and dread from this flashback to the original Meat Circus. But it's different. The "Meat Circus" theme is now the "Flea Circus" theme. It's brighter and more optimistic. Would you describe how you went about adapting and building upon the previous composition?


It is a different situation. It's not as demonic. It doesn't have the same sort of grit. The previous version used these raw, rough organ sounds. I kept those in, but turned them down a little bit. You have this larger ensemble playing. To the degree that it's not as edgy as the original, it's kind of an irony. Because, what is really going on in the Flea Circus in Psychonauts 2 is maybe more worrisome.

You're in a situation where a character is in denial, and the Flea Circus is part of that picture. It's a different situation to score than the Meat Circus was. And yet, they are both circuses. What's really going on, deep below the surface in Psychonauts 2 is actually more ominous. That's where that all came from.

Boss battles are an important part of the game. Let's talk about "Lady Lucktopus." It takes place in a mindscape patterned after a casino, set to big-band lounge music, ramping up the action and the energy. In looking at the level, did you know what kind of music would fit it best?

The whole Hollis level being about gambling, I wanted to draw from the cinematic tradition of the casino, particularly the Rat Pack, the original "Ocean's 11," and Frank Sinatra in general. That kind of a vibe was what I really wanted to tap into. The entire level is all jazz, and it gets more big band-y the closer you get to the boss.

When I saw the boss I thought this is going to have to be the hugest thing that has ever been done. She's not the biggest boss in the game, either. (For the bigger bosses, I did more orchestral stuff.) This just needed to be over-the-top. The "Lady Lucktopus" music involves more players than any piece of music in the game.

It's the Melbourne Symphony doing the orchestral part, and there's a Nashville rhythm section, and there's my buddy Andy Burton, who is a big-time keyboard player in New Jersey. He plays with Little Steven these days. He plays the amazing Hammond [organ] solo. It was recorded in pieces, all over the world.

Part of that had to do with your not being able to get too many people in one room in 2020 when these tracks were laid down, with Melbourne Symphony in particular. We were very lucky because they were able to manage things in Australia in such a way that you could do twenty, and eventually thirty, people in a room, because they had a really big stage and could still keep their social distancing protocols in order.

For clarification, you said the Melbourne Symphony?

Melbourne, Australia. We've had a really good relationship with them for a number of years now. Their assistant music director is a huge jazz fan and was a long-time Grim Fandango and Tim Schafer fan. I first started working with him around 2016 on a live performance of Grim Fandango that was done in Queensland. When Broken Age was under development, he was a backer of the project. We got to talking and decided to record the orchestral music from Broken Age with the Melbourne Symphony. We did that, and we did Grim Fandango Remastered, so it only made sense to continue the relationship with Psychonauts 2.

This is a bit of a digression, but the whole Covid thing definitely affected the making of the score because trying to put together this epic sound, in mid-to-late 2020 it was a challenge to record any more than a couple people in a room, pretty much anywhere in the world. We were just lucky that in Melbourne, they were able to put it together. It was touch-and-go, too. You would book a session in August, and "Boy, I hope we're able to do this." Hoping things doin't get worse.

They actually got a bit better, and we were able to get thirty people on a big stage at the Australian Broadcasting Company. We were able to do the orchestra in two pieces for all of Psychonauts 2. We did strings and wind in one pass, and brass in another. The "Lady Lucktopus" music would have been a pass of strings and wind, a pass of brass, the rhythm section done in Nashville, and the keyboard solo played in a studio in Hoboken, New Jersey. It was very much a worldwide effort.

Listening in from the West Coast?

Listening in from the West Coast, yes. I really didn't leave my house, to speak of, from March 2020 to March 2021. March of 2021 was when we recorded the psychedelic music at Skywalker Sound, which is just over the hill from here. Their rules at the time were "no more than five people in the room." (It's a huge room in a beautiful studio.) And we had our five people spread out all over the stage. It was great. You couldn't ask for a better situation to record rock-and-roll in. We had our amps in the isolation booths that surround the main scoring stage.

And that's for the PSI-King music?

That's for the PSI-King music, yes.

You've worked with Tim Schafer for many years, going back to LucasArts. Can you tell us, how has that process evolved over the years?

You know, I always say that Tim leads more by example and inspiration than by direction. I came to LucasArts maybe six months or a year after he did. Our first working together was on Day of the Tentacle. That was something MIchael Land, Clint Bajakian and I scored together, and Tim was one of the writers on that. The first ALL-Tim game that I worked on was Full Throttle.

Boy, it's kind of like a telepathic relationship, really. It's not like he says, "I'm doing this game, and so I want the score to sound like this, and here are a bunch of references." It's more like, "I'm doing a game. Here's what the story's about. And here's a couple things for you to listen to." Never "I want the score to sound like this." That part's missing. "Here's some things I want you to listen to, and you do what you do with them."

It's always kind of been that way. The way we worked together on Psychonauts, MP3s had just been invented. And I was working in my cottage studio apartment in Berkeley. He was in the city. As I did on Grim Fandango, I would hum the themes I was working on into my handheld cassette recorder. (laughs) Hey, it's twenty years ago! And I would play a piano accompaniment, so you would get this very crude recording of the theme with the accompaniment. And that would go to Tim. If it got past that point, it would go to mockup stage, doing it with sampled instruments.

That process did not change substantially between Grim Fandango and Psychonauts 1, apart from going through the process of converting the cassette recording into an MP3 file, which I would send over to San Francisco. But, after that, in my working process the cassette recorder got replaced with an iPhone. And we went through something similar in the early stages of Psychonatus 2, where I did very rough versions of the themes simply played on a sampled piano, but no singing. That would get sent to the team, and the whole team would give it a thumbs-up or a thumbs-down.

There's a lot of collaboration at Double Fine. I don't work at Double Fine, but I have a long relationship with them and have some sense of how the company works. It's very much a "let a thousand flowers bloom," not in the ironic sense, but in a true groundswell of everyone participating in the game design. Tim might come in at some point and say, "Well, let's do it this way."

It's hard to describe the process between me and Tim because, certainly on Psychonauts 2 I can't recall any specific discussions we had about the music or notes that I got from Tim about the music. It was more of interactions between me and the team.

I wanted to ask, I'm looking at the Gluttonous Goats boss fight during Compton's Cookoff. I was wondering if there was a moment where you and Tim were in a meeting room and he says, "We have this boss fight. There are three giant goat puppets, pretending to be judges on a cooking show, and they projectile vomit purple goo on the player. What kind of music do you think would fit that?" And I'm curious to hear how you landed on a hard rock beat with a lead guitar.

I think it kind of bubbled up from the team. Wouldn't it be cool to do a heavy metal version of this? And I was like "Yeah, it would." What else could you do?

It fits perfectly, but I'd love to hear the journey behind it.

I honestly don't remember that moment when it was mentioned by someone on the team—probably Camden [Stoddard], the audio director for the company and the music director for the game. It was kind of obvious, whenever that got said, that this is what should happen.

That was all done in late 2020, including the first sketch. There was nobody sitting in a room together then. In September 2020, we were all working separately in our homes. We were still on lockdown.

Somehow that idea bubbled up and there was no real brainstorming session because everyone was Slack-ing at that point. Covid was such a challenge, and we were all so lucky that we had work, because not everyone did. We were all incredibly lucky that Microsoft acquired Double FIne, because we had a level of support that would not have been possible under other circumstances. There's a lot of gratitude there, certainly from me. And I know there is from Tim, as well. We were blessed to be able to do good creative work and actually get something out the door during a time that was pretty hard on the world and hard on the country.

It took a long time. It really does take longer when you can't have meetings other than Zoom, which are kind of limited in their effectiveness. There were some unexpected blessings, like the fact that we recorded the orchestra in sections. That gave us a greater flexibility in the mix stage. The mixing engineer, Will Storkson, did pretty much all the mixing for the music in the game. He also played the shredding solos on that heavy metal piece that you just mentioned. He was grateful to have the orchestra in sections because it gave him so much more control over how to balance the strings and the brass, for example.

There was that, and there was also the fact that having them recorded in separate passes allowed more flexibility in the gameplay, because he could do things like start with the strings and bring in the brass when the action in a level gets really big. There was some lemonade we made out of some lemons during that time. It took some time, but the results are undoubtedly better than it would have been.

We've talked about all the different styles of music that are encompassed under the Psychonauts umbrella. You've got big band on one level, psychedelic rock on another, and then mariachi-flamenco, and we haven't even mentioned the disco party in the first game. Do you make a conscious effort to take all these styles and make them fit? Because it sounds cohesive overall when you listen to it.

Full disclosure: I did not do the disco music in Psychonauts 1. But I do do a lot of different styles. Some people say they like all kinds of music, and what they really mean is they like everything from AC/DC to Led Zeppelin. Let me tell you, I really like all kinds of music, from field recordings of Roma bands in Moldavia to Stravinsky. Honestly, there's pretty much something in every genre that I find to appreciate.

Part of it is that I've lived a lot of places. Granted, most of them are in America, but they are pretty different places. I spent early years in Basil, Switzerland, and then I lived in Kentucky, Kansas, New Jersey, Boston and here. There are a lot of music traditions that I've run across along the way that I've either gotten involved in or were interested in as a listener. I think that's part of it.

For me, writing in different genres is a little bit like writing for particular instruments. Bach wrote for solo instruments, and then he would write for a small ensemble. Or Mozart wrote for string quartet, wind octet, all the way up to full symphony. That's always been a thing in classical composing, that you write for different combinations of instruments.

Well, I sort of think of doing the different styles as being analogous to that. To me, writing a string quartet and a symphony are analogous to doing a heavy metal tune and a folk rendition of a theme from Psychonauts 2 that has tuba, violin and mandolin in it. I think of it more as a setting of the music than a style. It is a challenge to make it all hang together. Hopefully, the way I'm doing it is just through the melodies.

You may not even necessarily recognize that you're hearing the same melody over and over again. Like in Psychonauts 2 with the "Questionable Area" music, there's acoustic guitar playing a John Denver-y kind of riff. You're out in the woods and you hear this clarinet playing, but that clarinet starts out with a fragment of the main Psychonauts theme, and then it goes into a a major version of the "Aquato" theme with the tuba, violin, clarinet and mandolin.

It's really through themes--what they call in Wagnerian opera, "leitmotifs"--that I try to maintain some sense of cohesion. In Psychonauts 2, you're going to hear (hums the "Aquato" theme) over and over, because it's the theme of a very important character. It's going to be played, it's going to be sung. It's going to appear in all these different forms: some very subtle, and some super-obvious. Everything from a piano or harp flourish to a full-on brass section.

That's done in Broadway shows as well, isn't it?

Oh, yeah. Traditional composing for a dramatic situation. And the leitmotif idea does go back to Wagner, and before that [Strauss] did that with "Der Rosenkavalier."

It's very much in the Western traditions to use these little melodic fragments to represent characters or feelings. It's a big thing in Star Wars, too. You always know when the Force is happening because John Williams brings in the "Force" theme with the French horn. You know who your characters are, because they have themes, too. It's all part of the trade, you might say. But you really have to be conscious of it if you're going to do a bunch of different styles, for sure.

One more. You can decline to answer this if you think it's too dicey. The fans are having a difficult time picking a favorite track from Psychonauts 2. The PSI-King's music, "I smell the universe." That's a big one. "Panic Attack" is a big one. "Lady Lucktopus." I personally like the goat battle music. Do you have a favorite track of your own, and would you mind explaining what makes it your favorite?

Well, the thing is... I have a favorite today. (laughs) And I had a favorite yesterday. But they might not be the same one.

The cliché is kind of like, you're asking me to pick my favorite kid and there's no way I'm going to do that. But I think, all those ones you mentioned are among my favorites. In particular, the PSI-King song--because we were working on mastering that, hopefully for release soon. I'm not sure exactly when that's going to happen.

But, in any case, I've been listening to it a lot. And that song was special to write. It was one of those things where Tim just sent me the lyrics (boom) in an email and he did say, "I'm going to get Jack Black to sing this." I don't know if they'd had an agreement yet. Maybe that should be stricken from the record. I had some sense that Jack Black was going to sing the song, so I listened to a bunch of Jack Black singing on YouTube, and really tried to understand what his comfort zones are.

The song was written, essentially, with Tim's lyrics off the email and with Jack Black in mind. I really lucked out because Jack Black's even more amazing than you think he is. That session was just really amazing. He brought that song to life. That's certainly a big favorite of mine.

"Lady Lucktopus" too, I think, for the reasons that I mentioned earlier, where it was just about bringing all these elements together and actually getting the rhythm section and a full orchestra and this Hammond part to all just gel. I'm really proud of that, as a compositional and engineering feat, frankly.

As a composer that has to feel satisfying.

Yeah. I'm really psyched about that one. There's another one that I'll mention that might be a little surprising, but I've noticed that a fair amount of people on Spotify like this one. The library book music. I feel like I was able to do something sort of pointillistic and transparent. I just like the way I was able to put that small ensemble together and get all these gestures going on at once that somehow are one thing.

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